Nektar
Therapeutics


Employee
Stock Purchase Plan


 


Adopted
by the Board of Directors February 10, 1994


Approved
by Stockholders February 18, 1994


Amended
and Restated May 10, 2002


Approved
by Stockholders June 25, 2002


Amended
and Restated September 15, 2009


Amended
and Restated March 23, 2010


Approved
by Stockholders June 29, 2010


Amended
and Restated April 11, 2014


Approved
by Stockholders June 25, 2014





 


		1.	Purpose.



 


(a)The purpose
of the Plan is to provide a means by which Employees of the Company and certain designated Related Corporations may be given an
opportunity to purchase shares of the Common Stock of the Company.


 


(b)The Company,
by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.


 


(c)The Company
intends that the Purchase Rights be considered options issued under an Employee Stock Purchase Plan.


 


		2.	Definitions.



 


(a)“Board”
means the Board of Directors of the Company.


 


(b)“Code”
means the Internal Revenue Code of 1986, as amended.


 


(c)“Committee”
means a committee appointed by the Board in accordance with Section 3(c) of the Plan.


 


(d)“Common
Stock” means the common stock of the Company.


 


(e)“Company”
means Nektar Therapeutics, a Delaware corporation.


 


(f)“Contributions”
means the payroll deductions, and other additional payments specifically provided for in the Offering, that a Participant contributes
to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account, if specifically provided
for in the Offering, and then only if the Participant has not already had the maximum permitted amount through payroll deductions
withheld during the Offering.


 






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(g)“Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)a sale,
lease, license or other disposition of all or substantially all of the consolidated assets of the Company;


 


(ii)a sale
or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)a merger,
consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)a merger,
consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(h)“Director”
means a member of the Board.


 


(i)“Eligible
Employee” means an Employee who meets the requirements set forth in the Offering for eligibility to participate
in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.


 


(j)“Employee”
means any person, including Officers and Directors, who is employed for purposes of Section 423(b)(4) of the Code by the Company
or a Related Corporation. Neither service as a Director nor payment of a director’s fee shall be sufficient to make an individual
an Employee of the Company or a Related Corporation.


 


(k)“Employee
Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee
stock purchase plan,” as that term is defined in Section 423(b) of the Code.


 


(l)“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(m)“Fair
Market Value” means the value of a security, as determined in good faith by the Board. If the security is
listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market
Value of the security, unless otherwise determined by the Board, shall be the closing sales price (rounded up where necessary
to the nearest whole cent) for such security (or the closing bid, if no sales were reported) as quoted on such exchange or market
(or the exchange or market with the greatest volume of trading in the relevant security of the Company) on the Trading Day of the
relevant determination date, as reported in The Wall Street Journal or such other source as the Board deems reliable.


 


(n)“Offering”
means the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees.


 






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(o)“Offering
Date” means a date selected by the Board for an Offering to commence.


 


(p)“Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


 


(q)“Participant”
means an Eligible Employee who holds an outstanding Purchase Right granted pursuant to the Plan.


 


(r)“Plan”
means this Nektar Therapeutics Employee Stock Purchase Plan, as amended and restated April 11, 2014.


 


(s)“Purchase
Date” means one or more dates during an Offering established by the Board on which Purchase Rights shall be
exercised and as of which purchases of shares of Common Stock shall be carried out in accordance with such Offering.


 


(t)“Purchase
Period” means a period of time specified within an Offering beginning on the Offering Date or on the next day following
a Purchase Date within an Offering and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.


 


(u) “Purchase
Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.


 


(v)“Related
Corporation” means any parent corporation or subsidiary corporation, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


(w)“Securities
Act” means the Securities Act of 1933, as amended.


 


(x)“Trading
Day” means any day the exchange(s) or market(s) on which shares of Common Stock are listed, whether it be any established
stock exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise, is open for trading.


 


		3.	Administration.



 


(a)The Board
shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c). Whether
or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency
that may arise in the administration of the Plan.


 


(b)The Board
(or the Committee) shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)To determine
when and how Purchase Rights to purchase shares of Common Stock shall be granted and the provisions of each Offering of such Purchase
Rights (which need not be identical).


 






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(ii)To designate
from time to time which Related Corporations of the Company shall be eligible to participate in the Plan.


 


(iii)To construe
and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for the administration of
the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(iv)To amend
the Plan as provided in Section 15.


 


(v)Generally,
to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company
and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.


 


(c)The Board
may delegate administration of the Plan to a Committee of the Board composed of two (2) or more members of the Board. If administration
is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the
Plan. If administration is delegated to a Committee, references to the Board in this Plan and in the Offering document shall thereafter
be deemed to be to the Board or the Committee, as the case may be.


 


		4.	Shares of Common Stock Subject to the Plan.



 


Subject to the provisions
of Section 14 relating to adjustments upon changes in securities, the shares of Common Stock that may be sold pursuant to Purchase
Rights shall not exceed in the aggregate two million five hundred thousand (2,500,000) shares of Common Stock. If any Purchase
Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased
under such Purchase Right shall again become available for issuance under the Plan.


 


		5.	Grant of Purchase Rights; Offering.



 


(a)The Board
may from time to time grant or provide for the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible
Employees in an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board.
Each Offering shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate, which shall
comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights shall have the same rights
and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of
the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering
shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance
of the provisions contained in Sections 6 through 9, inclusive.


 






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(b)If a
Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in agreements or
notices delivered hereunder: (i) each agreement or notice delivered by that Participant shall be deemed to apply to all of
his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase
Right, if different Purchase Rights have identical exercise prices) shall be exercised to the fullest possible extent before a
Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise
prices) shall be exercised.


 


		6.	Eligibility.



 


(a)Purchase
Rights may be granted only to Employees of the Company or, as the Board may designate as provided in Section 3(b), to Employees
of a Related Corporation. Except as provided in Section 6(b), an Employee shall not be eligible to be granted Purchase Rights under
the Plan unless, on the Offering Date, such Employee has been in the employ of the Company or the Related Corporation, as the case
may be, for such continuous period preceding such Offering Date as the Board may require, but in no event shall the required period
of continuous employment be greater than two (2) years. In addition, the Board may provide that no Employee shall be eligible to
be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company
or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year.


 


(b)The Board
may provide that each person who, during the course of an Offering, first becomes an Eligible Employee shall, on a date or dates
specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter,
receive a Purchase Right under that Offering, which Purchase Right shall thereafter be deemed to be a part of that Offering. Such
Purchase Right shall have the same characteristics as any Purchase Rights originally granted under that Offering, as described
herein, except that:


 


(i)the date
on which such Purchase Right is granted shall be the “Offering Date” of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;


 


(ii)the period
of the Offering with respect to such Purchase Right shall begin on its Offering Date and end coincident with the end of such Offering;
and


 


(iii)the Board
may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering,
he or she shall not receive any Purchase Right under that Offering.


 


(c)No Employee
shall be eligible for the grant of any Purchase Rights under the Plan if, immediately after any such Purchase Rights are granted,
such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock
of the Company or of any Related Corporation. For purposes of this Section 6(c), the rules of Section 424(d) of the Code shall
apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase
Rights and options shall be treated as stock owned by such Employee.


 






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(d)As specified
by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the Plan only if such Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do
not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate
which exceeds twenty five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are
granted, and which, with respect to the Plan, shall be determined as of their respective Offering Dates) for each calendar year
in which such rights are outstanding at any time.


 


(e)Officers
of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, shall be eligible to participate
in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.


 


		7.	Purchase Rights; Purchase Price.



 


(a)On each
Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted a Purchase Right to purchase
up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated
by the Board, but in either case not exceeding fifteen percent (15%), of such Employee’s Earnings (as defined by the Board
in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular
Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering.


 


(b)The Board
shall establish one (1) or more Purchase Dates during an Offering as of which Purchase Rights granted pursuant to that Offering
shall be exercised and purchases of shares of Common Stock shall be carried out in accordance with such Offering.


 


(c)In connection
with each Offering made under the Plan, the Board may specify a maximum number of shares of Common Stock that may be purchased
by any Participant on any Purchase Date during such Offering. In connection with each Offering made under the Plan, the Board may
specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering.
In addition, in connection with each Offering that contains more than one Purchase Date, the Board may specify a maximum aggregate
number of shares of Common Stock that may be purchased by all Participants on any given Purchase Date under the Offering. If the
aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed
any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata allocation of the shares of Common
Stock available shall be made in as nearly a uniform manner as shall be practicable and equitable.


 


(d) The
purchase price of shares of Common Stock acquired pursuant to Purchase Rights shall be not less than the lesser of:


 






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(i)an amount
equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the Offering Date; or


 


(ii)an amount
equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.


 


		8.	Participation; Withdrawal; Termination.



 


(a)A Participant
may elect to authorize payroll deductions pursuant to an Offering under the Plan by completing and delivering to the Company, within
the time specified in the Offering, an enrollment form (in such form as the Company may provide). Each such enrollment form shall
authorize an amount of Contributions expressed as a percentage of the submitting Participant’s Earnings (as defined in each
Offering) during the Offering (not to exceed the maximum percentage specified by the Board). Each Participant’s Contributions
shall be credited to a bookkeeping account for such Participant under the Plan and shall be deposited with the general funds of
the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in
the Offering, a Participant may begin such Contributions after the beginning of the Offering. To the extent provided in the Offering,
a Participant may thereafter reduce (including to zero) or increase his or her Contributions.


 


(b)During
an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a notice
of withdrawal in such form as the Company may provide. Such withdrawal may be elected at any time prior to the end of the Offering,
except as provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute
to such Participant all of his or her accumulated Contributions (reduced to the extent, if any, such deductions have been used
to acquire shares of Common Stock for the Participant) under the Offering, and such Participant’s Purchase Right in that
Offering shall thereupon terminate. A Participant’s withdrawal from an Offering shall have no effect upon such Participant’s
eligibility to participate in any other Offerings under the Plan, but such Participant shall be required to deliver a new enrollment
form in order to participate in subsequent Offerings.


 


(c)Purchase
Rights granted pursuant to any Offering under the Plan shall terminate immediately upon a Participant ceasing to be an Employee
for any reason or for no reason (subject to any post-employment participation period required by law) or other lack of eligibility.
The Company shall distribute to such terminated or otherwise ineligible Employee all of his or her accumulated Contributions (reduced
to the extent, if any, such deductions have been used to acquire shares of Common Stock for the terminated or otherwise ineligible
Employee) under the Offering.


 


(d)Purchase
Rights shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution, or by a beneficiary
designation as provided in Section 13 and, during a Participant’s lifetime, shall be exercisable only by such Participant.


 


(e)Unless
otherwise specified in an Offering, the Company shall have no obligation to pay interest on Contributions.


 






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		9.	Exercise.



 


(a)On each
Purchase Date during an Offering, each Participant’s accumulated Contributions shall be applied to the purchase of shares
of Common Stock up to the maximum number of shares of Common Stock permitted pursuant to the terms of the Plan and the applicable
Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of Purchase Rights
unless specifically provided for in the Offering.


 


(b)If any
amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such
remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering,
then such remaining amount shall be held in such Participant’s account for the purchase of shares of Common Stock under the
next Offering under the Plan, unless such Participant withdraws from such next Offering, as provided in Section 8(b), or is not
eligible to participate in such Offering, as provided in Section 6, in which case such amount shall be distributed to such Participant
after the final Purchase Date, without interest. If the amount of Contributions remaining in a Participant’s account after
the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock
on the final Purchase Date of the Offering, then such remaining amount shall be distributed in full to such Participant at the
end of the Offering.


 


(c)No Purchase
Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered
by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable
federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date during any Offering hereunder
the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights or any Offering shall
be exercised on such Purchase Date, and the Purchase Date shall be delayed until the shares of Common Stock are subject to such
an effective registration statement and the Plan is in such compliance, except that the Purchase Date shall not be delayed more
than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If,
on the Purchase Date under any Offering hereunder, as delayed to the maximum extent permissible, the shares of Common Stock are
not registered and the Plan is not in such compliance, no Purchase Rights or any Offering shall be exercised and all Contributions
accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire shares of Common Stock)
shall be distributed to the Participants.


 


		10.	Covenants of the Company.



 


The Company shall seek
to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to issue and sell shares of Common Stock upon exercise of the Purchase Rights. If, after commercially reasonable
efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of shares of Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell shares of Common Stock upon exercise of such Purchase Rights unless and until such authority
is obtained.


 






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		11.	Use of Proceeds from Shares of Common Stock.



 


Proceeds from the sale
of shares of Common Stock pursuant to Purchase Rights shall constitute general funds of the Company.


 


		12.	Rights as a stockholder.



 


A Participant shall
not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to
Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded
in the books of the Company (or its transfer agent).


 


		13.	Designation of Beneficiary.



 


(a)A Participant
may file a written designation of a beneficiary who is to receive any shares of Common Stock and/or cash, if any, from the Participant’s
account under the Plan in the event of such Participant’s death subsequent to the end of an Offering but prior to delivery
to the Participant of such shares of Common Stock or cash. In addition, a Participant may file a written designation of a beneficiary
who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death during
an Offering.


 


(b)The Participant
may change such designation of beneficiary at any time by written notice to the Company. In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death,
the Company shall deliver such shares of Common Stock and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion,
may deliver such shares of Common Stock and/or cash to the spouse or to any one or more dependents or relatives of the Participant,
or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.


 


		14.	Adjustments upon Changes in Securities; Corporate Transactions.



 


(a)If any
change is made in the shares of Common Stock, subject to the Plan, or subject to any Purchase Right, without the receipt of consideration
by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
other transaction not involving the receipt of consideration by the Company), the Plan shall be appropriately adjusted in the type(s),
class(es) and maximum number of shares of Common Stock subject to the Plan pursuant to Section 4(a), and the outstanding Purchase
Rights shall be appropriately adjusted in the type(s), class(es), number of shares and purchase limits of such outstanding Purchase
Rights. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of
any convertible securities of the Company shall not be treated as a “transaction not involving the receipt of consideration
by the Company.”)


 


(b)In the
event of a Corporate Transaction, then: (i) any surviving or acquiring corporation may continue or assume Purchase Rights outstanding
under the Plan or may substitute similar rights (including a right to acquire the same consideration paid to stockholders in the
Corporate Transaction) for those outstanding under the Plan, or (ii) if any surviving or acquiring corporation does not continue
or assume such Purchase Rights or does not substitute similar rights for Purchase Rights outstanding under the Plan, then, the
Participants’ accumulated Contributions shall be used to purchase shares of Common Stock within ten (10) business days prior
to the Corporate Transaction under the ongoing Offering, and the Participants’ Purchase Rights under the ongoing Offering
shall terminate immediately after such purchase.


 






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		15.	Amendment of the Plan.



 


(a)The Board
at any time, and from time to time, may amend the Plan. However, except as provided in Section 14 relating to adjustments
upon changes in securities and except as to amendments solely to benefit the administration of the Plan, to take account of a change
in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for Participants or the Company
or any Related Corporation, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder
approval is necessary for the Plan to satisfy the requirements of Section 423 of the Code or other applicable laws or regulations.


 


(b)It is
expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide Employees
with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder
relating to Employee Stock Purchase Plans and/or to bring the Plan and/or Purchase Rights into compliance therewith.


 


(c)The rights
and obligations under any Purchase Rights granted before amendment of the Plan shall not be impaired by any amendment of the Plan
except: (i) with the consent of the person to whom such Purchase Rights were granted, or (ii) as necessary to comply with any laws
or governmental regulations (including, without limitation, the provisions of the Code and the regulations promulgated thereunder
relating to Employee Stock Purchase Plans).


 


		16.	Termination or Suspension of the Plan.



 


(a)The Board
in its discretion may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate at the time
that all of the shares of Common Stock reserved for issuance under the Plan, as increased and/or adjusted from time to time, have
been issued under the terms of the Plan. No Purchase Rights may be granted under the Plan while the Plan is suspended or after
it is terminated.


 


(b)Any benefits,
privileges, entitlements and obligations under any Purchase Rights while the Plan is in effect shall not be impaired by suspension
or termination of the Plan except (i) as expressly provided in the Plan or with the consent of the person to whom such Purchase
Rights were granted, (ii) as necessary to comply with any laws, regulations, or listing requirements, or (iii) as necessary to
ensure that the Plan and/or Purchase Rights comply with the requirements of Section 423 of the Code.


 






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		17.	Effective Date of Plan.



 


The Plan shall become
effective as determined by the Board, but no Purchase Rights shall be exercised unless and until the Plan has been approved by
the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.


 


		18.	Miscellaneous Provisions.



 


(a)The Plan
and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the at will
nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant
to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue
the employment of a Participant.


 


(b)The provisions
of the Plan shall be governed by the laws of the State of California without resort to that state’s conflicts of laws rules.


 






    	11.