Exhibit 4.6



 Exhibit 4.6 
 LUMOS NETWORKS CORP. 
 EMPLOYEE STOCK PURCHASE PLAN 

 

	1.	PURPOSE 

 The
purpose of the Lumos Networks Corp. Employee Stock Purchase Plan (the “Plan”) is to give eligible employees of Lumos Networks Corp. and its designated subsidiaries an opportunity to buy stock of Lumos Networks Corp. through payroll
deductions. Lumos Networks Corp. intends for the Plan to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and the Plan shall be construed accordingly. 

 

	2.	DEFINITIONS 


“Board” means the Board of Directors of the Company. 

“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. 

“Committee” means the Compensation Committee of the Board, if the Board appoints it to administer the Plan, or the Board
itself if the Compensation Committee is not appointed to administer the Plan. 
 “Common Stock” means the
Common Stock, $0.01 par value per share, of the Company. 
 “Company” means Lumos Networks Corp., a Delaware
corporation. 
 “Compensation” means the Form W-2 earnings an Employer pays to a Participant during an
applicable period as modified below. For purposes of this definition, Form W-2 earnings means wages within the meaning of Section 3401 (a) of the Code in connection with income tax withholding at the source, and all other compensation paid
to the Participant by an Employer in the course of its trade or business, for which the Employer is required to furnish the Participant with a written statement under Sections 6041(d), 6051 (a)(3) and 6052 of the Code, determined without regard to
exclusions based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401 (a)(2) of the Code). Compensation shall include only amounts actually paid to the Participant
during the applicable period. Compensation includes any amount which is contributed to an employee benefit plan for the Participant by the Employer pursuant to a salary reduction agreement and which is not includable in the gross income of the
Participant under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code. Compensation also includes, by way of example and not limitation, the Participant’s base salary or pay and any bonuses (other than signing bonuses) Participant
receives, such as the team incentive plan bonus. Notwithstanding the foregoing, Compensation shall not include signing bonuses (but will include other bonuses, such as, by way of example and not limitation, the team incentive plan bonus), relocation
pay, educational 

  
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allowances, any form of equity compensation, such as compensation attributable to stock options, restricted stock, stock appreciation rights, restricted stock units, phantom stock or other
similar awards, fringe benefit programs, such as car allowances, relocation reimbursements or expatriate allowances, or any payments received under any employee benefit plans including without limitation any non-qualified deferred compensation or
short-term or long-term disability plan. 
 “Contributions Account” means the bookkeeping account the Company
establishes under the Plan for each Participant. 
 “Effective Date” means the first day of the calendar month
following the filing with the Securities and Exchange Commission of a Form S-8 to register the Common Stock available for purchase under the Plan. 
 “Eligible Employee” means any Employee whose customary employment is for more than 20 hours per week and for more than five months in a calendar year and who is not both a “highly
compensated employee” as provided under Section 414(q) of the Code and either the chief executive officer, president, executive vice president, or senior vice president of an Employer. Eligible Employee includes an officer of an Employer
within the meaning of Section 16 of the Exchange Act, if such officer is otherwise eligible under the terms of the Plan. 

“Employee” means any person whom an Employer employs in accordance with Section 3401 of the Code and the
regulations thereunder. The definition of Employee shall be construed in accordance with Sections 421 and 423 of the Code and the regulations thereunder. 
 “Employer” means the Company and each designated Subsidiary that adopts the Plan in accordance with Section 12. 

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

“Fair Market Value” of the Common Stock on the Valuation Date means the closing price of a share of Common Stock on the
principal national securities exchange (including NASDAQ) on which the Common Stock is listed or traded on such date or, if Common Stock was not traded on such date, on the last preceding day on which the Common Stock was traded. If at any time such
Common Stock is not listed on any national securities exchange, the Fair Market Value shall be the value of such Common Stock as determined in good faith by the Committee in any other manner consistent with the Code and accompanying regulations that
the Committee determines appropriate. 
 “Participant” means an Eligible Employee who has enrolled in the Plan
in accordance with Section 4. 
 “Participation Period” means each calendar month during which an offer to
purchase Common Stock is made to Eligible Employees under the Plan. The first Participation Period shall begin on the first day of the calendar month on or following the Effective Date that the Committee designates as the first Participation Period.


  
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 “Plan” means this Lumos Networks Corp. Employee Stock Purchase Plan, as it
now exists or as it hereafter may be amended. 
 “Purchase Date” means the date of exercise of a Purchase Right
granted under the Plan. The Purchase Date shall be the last day of each Participation Period. 
 “Purchase
Price” means the price per share of Common Stock under a Purchase Right as determined in accordance with Section 5(b). 
 “Purchase Right” means the right granted to a Participant under the Plan to purchase shares of Common Stock in accordance with the terms of the Plan. 

“Subsidiary” means any corporation, other than the Company, in an unbroken chain of corporations beginning with the
Company if, at the time of the Purchase Date, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain, including a corporation that becomes a Subsidiary after the Effective Date of the Plan. 

“Valuation Date” means the date as of which the Fair Market Value of Common Stock is being determined. 

 

	3.	STOCK SUBJECT TO PLAN 

 The aggregate number of shares of Common Stock that may be purchased under the Plan shall not exceed 100,000 shares. The number of shares of Common Stock that may be purchased under the Plan is subject to
adjustment pursuant to Section 10. Shares of Common Stock purchased under the Plan may be authorized but unissued shares, treasury shares or shares purchased on the open market or by private purchase. The Company hereby agrees to reserve
sufficient authorized shares of Common Stock to provide for the exercise of Purchase Rights granted under the Plan. If any Purchase Right granted under the Plan expires unexercised or is terminated, surrendered or canceled without being exercised,
in whole or in part, for any reason, the number of shares of Common Stock subject to such Purchase Right shall again be available for grant as a Purchase Right and shall not reduce the aggregate number of shares of Common Stock available for the
grant of Purchase Rights as set forth herein. If the total number of shares of Common Stock to be purchased on a Purchase Date exceeds the number of shares of Common Stock then available under the Plan, the Committee shall allocate the available
shares of Common Stock among the Participants on a pro-rata basis based on the balances on the Purchase Date of the Participants’ Contributions Accounts. 
  

	4.	PARTICIPATION 

 (a)
Eligibility. Any Eligible Employee whom an Employer employs on the Purchase Date for a Participation Period shall be eligible to participate in the Plan during such Participation Period, subject to the terms and conditions of the Plan. The
Company from time to time, and as it deems appropriate, will notify each Employee whom the Company reasonably anticipates will be an Eligible Employee on the Purchase Date of a Participation Period (and who


  
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is not already a Participant), of his or her eligibility to participate in the Plan for the Participation Period, subject to the terms and conditions of the Plan. 

(b) Initial Enrollment. An Eligible Employee shall become a Participant by completing a participation agreement authorizing
payroll deductions on a form the Committee provides or in such other manner as the Committee may determine and delivering such participation agreement to the Company no later than 10 days prior to the last business day of the month immediately
preceding the applicable Participation Period. With respect to any Employee who becomes an Eligible Employee after such time and before the Purchase Date for the applicable Participation Period, such Eligible Employee shall become a Participant by
completing a participation agreement as the Committee may reasonably determine. Following the timely submission of a valid participation agreement, payroll deductions for a Participant shall commence on the first payroll period that occurs on or
after the first day of the applicable Participation Period or, if applicable, after the delivery of the participation agreement, and shall continue for successive Participation Periods during which the Participant participates in the Plan, unless
the Participant withdraws from the Plan pursuant to Section 7, terminates employment with all Employers, ceases to be an Eligible Employee pursuant to Section 8 or the Participant would own stock possessing 5% or more of the Company or any
Subsidiary, as set forth in Section 5(c)(i). 
 (c) Enrollment after Withdrawal or Termination of Employment. A
Participant who ceases participation in the Plan may again become a Participant in the Plan for any subsequent Participation Period if he or she again becomes eligible to participate in the Plan on the Purchase Date for such Participation Period and
delivers a new participation agreement to the Company no later than the timeframe that would apply for initial enrollment as described in Section 4(b). 
 (d) Amount of Payroll Deduction. A Participant shall elect on his or her participation agreement to have deductions made from his or her Compensation for each Participation Period in any whole
percent which does not exceed 12%. 
 (e) Participant’s Contributions Account. All payroll deductions that a
Participant makes shall be credited to the Participant’s Contributions Account. No interest or earnings shall accrue on any payroll deductions credited to a Participant’s Contributions Account. 

(f) Changes in Payroll Deductions. Except as otherwise provided in this Section 4(f) and in Sections 4(b) (in connection with
late eligibility), 7 (in connection with withdrawal from the Plan) and 8 (in connection with the Participant’s termination of employment), a Participant may not increase or decrease the amount of his or her payroll deductions during a
Participation Period. However, a Participant may increase or decrease the amount of his or her payroll deductions for a later Participation Period by delivering a new participation agreement to the Company no later than ten 10 days prior to the last
business day of the month immediately preceding such later Participation Period. 
 (g) Participation During Leave of
Absence. The Committee in its discretion shall determine the extent to which any leave of absence for governmental or military service, illness, temporary disability or other reasons will impact an individual’s enrollment or participation
in the Plan or his or her rights thereunder. For purposes of this Plan, the employment relationship will be treated as continuing intact while an individual is on military, sick leave or other bona


  
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fide leave of absence (such as temporary employment by the Government) if the period of such leave does not exceed three (3) months, or, if longer, so long as the individual’s right to
reemployment is provided either by statute or contract. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not provided either by statute or contract, the employment relationship will be deemed
to have terminated on the first day immediately following such three-month period. Unless the Committee otherwise provides, if a Participant goes on an unpaid leave of absence during a Participation Period, no further payroll deductions will be made
for such Participation Period. However, unless such Participant withdraws from the Plan pursuant to Section 7, he or she will continue to be a Participant for the Participation Period and the Participant’s Purchase Rights for the
Participation Period shall be automatically exercised on the Purchase Date for such Participation Period in accordance with Section 6. Additionally, unless such Participant withdraws from the Plan pursuant to Section 7, he or she will
continue to be a Participant for any ensuing Participation Period so long as further payroll deductions may be made for such Participation Periods. When the employment relationship is deemed to have terminated, the Participant will be subject to the
provisions of Section 8 hereof. 
  

	5.	GRANT OF PURCHASE RIGHTS 

 (a) Number of Shares Subject to Purchase Right. For each Participation Period, each Participant shall be granted a Purchase Right to purchase on the Purchase Date of such Participation Period, at
the applicable Purchase Price, such number of shares of Common Stock (including fractional shares) as is determined by dividing the amount of the Participant’s payroll deductions allocated to the Participant’s Contributions Account for the
Participation Period by the applicable Purchase Price, subject to the maximum limit of shares of Common Stock that may be purchased or are available as described herein. All Participants receiving Purchase Rights shall have the same rights and
privileges under the Plan with respect to such Purchase Rights. 
 (b) Purchase Price. The Purchase Price per share of
Common Stock for a Participant shall be 85 Percent of the Fair Market Value per share of the Common Stock on the Purchase Date for the Participation Period. 
 (c) Certain Limitations. Notwithstanding any other provision of the Plan, no Participant shall be granted a Purchase Right for a Participation Period: 

(i) To the extent that, immediately after the Purchase Right becomes exercisable on the Purchase Date, the Participant
would own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary within the meaning of Section 423(b)(3) of the Code. For purposes of this Section 5(c)(i),
stock ownership of a Participant shall be determined under the stock attribution rules of Section 424(d) of the Code, and stock that the Participant may purchase under outstanding Purchase Rights or options shall be treated as stock the
Participant owns. 
 (ii) To the extent that the Participant’s rights to purchase stock under all employee
stock purchase plans (as defined in Section 423 of the Code) of the Company and any Subsidiary would accrue at a rate that exceeds $25,000 in Fair Market Value of 

  
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such stock (determined as of the Purchase Date) for each calendar year in which any Purchase Right is outstanding at any time. For this purpose, the right to purchase stock accrues when the
Purchase Right first becomes exercisable during the calendar year. This limitation is meant to comply with the requirements of Section 423(b)(8) of the Code and will be construed accordingly. 

(iii) If the Participant makes a hardship withdrawal from a cash or deferred arrangement established by the Company or any
Subsidiary and is prohibited from making employee contributions to the Plan under Section 401(k) of the Code and the Treasury Regulations thereunder, in which case the Participant shall be deemed to have withdrawn from the Plan in accordance
with Section 7 as of the date of such hardship withdrawal. 
 (iv) For more than 1,000 shares of Common
Stock for any Participation Period. 
 Any Purchase Right granted under the Plan shall be deemed to be modified to the extent
necessary to satisfy this Section 5(c). To the extent necessary to comply with this Section 5(c), a Participant’s payroll deductions may be decreased to Zero Percent at any time during a Participation Period (or such other percentage
required to comply with the terms of the Plan). In that event, payroll deductions shall recommence, if at all, at the rate provided in such Participant’s Participation Agreement at the beginning of the first Participation Period for which
payroll deductions can commence after compliance with this Section 5(c), unless the Participant withdraws from the Plan pursuant to Section 7, terminates employment with all Employers or otherwise ceases to be an Eligible Employee pursuant
to Section 8. 
  

	6.	EXERCISE OF PURCHASE RIGHTS 

 (a) Automatic Exercise. Notwithstanding any other provision of the Plan, the Participant’s Purchase Right for the purchase of Common Stock during a Participation Period shall be automatically
exercised on the Purchase Date applicable to such Participation Period, and the maximum number of shares of Common Stock (including fractional shares) under the Purchase Right shall be purchased for the Participant at the applicable Purchase Price
with the accumulated payroll deductions in his or her Contributions Account at that time (subject to the limitations set forth in Section 5(c) or termination of the Purchase Right as provided in Sections 7 or 8). 

(b) Delivery of Stock. As soon as reasonably practicable after each Purchase Date, the shares of Common Stock each Participant
purchases on such Purchase Date shall be credited to an account in such Participant’s name with one or more brokers the Committee designates. A Participant will be issued a certificate for his or her shares of Common Stock when his or her
participation in the Plan is terminated, the Plan is terminated, or upon request. 
 (c) Termination of Purchase Right. A
Purchase Right granted during a Participation Period that is not automatically exercised on the Purchase Date shall expire at the end of the last day of the Participation Period, unless earlier terminated as provided in Section 7 or
Section 8. 
 (d) Excess Account Balances. Any payroll deductions credited to a Participant’s Contributions
Account for a Participation Period that have not been used to purchase Common 

  
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Stock on the Purchase Date for such Participation Period (as a result of the limitations set forth in Section 5(c), a withdrawal from the Plan in accordance with Section 7, a
termination of employment with all Employers or ceasing to be an Eligible Employee in accordance with Section 8 or otherwise) shall be paid to the Participant (without interest) within 30 days after the last day of the Participation Period. Any
amounts to be paid to a Participant after his or her death shall be paid to the personal representative of the Participant’s estate. 
 (e) Rights as a Shareholder. No Participant shall have any rights as a shareholder unless and until certificates for shares of Common Stock have been issued to the Participant or the transfer agent
for the Common Stock reflects the Participant’s ownership in the Company’s stock ledger or other appropriate record of Common Stock ownership. 
  

	7.	WITHDRAWAL 

 A
Participant may withdraw from participation for a Participation Period (and any subsequent Participation Period) by giving written notice to the Company in a form acceptable to the Company, and such withdrawal generally will be effective as soon as
administratively practical after the Participant delivers his or her written notice of withdrawal to the Company. If the Participant desires to withdraw by the first day of a Participation Period, the Company must receive the Participant’s
written notice of withdrawal no later than 10 days prior to the last business day of the month immediately preceding such Participation Period. In the event of a withdrawal (i) any outstanding Purchase Rights will be terminated and the balance
in the Participant’s Contributions Account will be paid to the Participant as described in Section 6( d) and (ii) no further payroll deductions will be made after the withdrawal is effective. A Participant’s withdrawal from
participation for any Participation Period will not have any effect upon his or her eligibility to participate in any succeeding Participation Period or in any similar plan which any Employer may hereafter adopt. Notwithstanding the foregoing,
however, if a Participant withdraws during a Participation Period, payroll deductions shall not resume at the beginning of a succeeding Participation Period unless the Participant timely delivers to the Company a new participation agreement and
otherwise complies with the terms of the Plan. Notwithstanding the foregoing, this Section 7 is subject to the provisions of Section 8, which governs any withdrawal in connection with a termination of employment. 

 

	8.	TERMINATION OF EMPLOYMENT 

 Upon termination of a Participant’s employment with all Employers for any reason or in the event that a Participant otherwise ceases to be an Eligible Employee, the Participant shall be deemed to
have withdrawn from participation in the Plan as of the date of his or her termination of employment, or, if applicable, as of the date he or she otherwise ceased to be an Eligible Employee. In that case, (i) any outstanding Purchase Rights
will be terminated and the balance in the Participant’s Contributions Account will be paid to the Participant as described in Section 6( d) and (ii) no further payroll deductions will be made for such Participation Period after the
Participant’s last payroll period with all Employers, or, if applicable, after the Participant’s last payroll period with all Employers as an Eligible Employee. 

  
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	9.	TRANSFERABILITY 

 A
Participant may not transfer, assign, pledge or otherwise dispose of a Purchase Right (or any rights attendant to a Purchase Right) granted pursuant to the Plan other than by will or the laws of descent and distribution. No Purchase Right shall be
subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Purchase Right, or levy of attachment or similar process upon the Purchase Right not specifically permitted
herein, shall be null and void and without effect, except that the Committee in its discretion may treat such act as an election to withdraw during a Participation Period in accordance with Section 7 hereof. A Purchase Right is exercisable
during the Participant’s lifetime only by the Participant. 
  

	10.	ADJUSTMENTS AFFECTING PURCHASE RIGHTS 

 (a) Changes in Capitalization. The Board, in its sole discretion, may adjust the number of shares of Common Stock available under the Plan, the number of shares of Common Stock subject to each
outstanding Purchase Right, and the Purchase Price for such shares of Common Stock in order to reflect any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or reclassification of Common Stock,
payment of any stock dividend, or any other similar increases or decreases in the number of outstanding shares of Common Stock without the receipt of consideration therefor. Adjustments the Board makes pursuant to this Section 10(a) shall be
final and binding on all parties. 
 (b) Dissolution, Merger, and Consolidation. Upon dissolution or liquidation of the
Company, upon a merger or consolidation of the Company in which the Company is not the surviving corporation or upon any other similar event or transaction, each Participant who holds Purchase Rights under the Plan shall be entitled to purchase at
the next Purchase Date the same relative cash, securities, and/or other property which a holder of Common Stock was entitled to receive at the time of such transaction. The Board shall take whatever action is deemed reasonably necessary to assure
that Participants receive the benefits described in this Section 10(b). 
  

	11.	SHAREHOLDER APPROVAL OF PLAN 

 The Board adopted the Plan on September 6, 2011 and the sole shareholder of the Company approved the Plan on September 6, 2011. 

 

	12.	ADOPTION OF PLAN BY SUBSIDIARIES 

 The Company, by action of the Board, may authorize any of its Subsidiaries to adopt the Plan. A Subsidiary, if the Company has authorized it to do so, may adopt the Plan by action of its board of
directors. 
  

	13.	ADMINISTRATION AND CLAIMS PROCEDURES 

 (a) The Committee shall administer the Plan. References to the “Committee” shall include the Committee, the Board if it is acting in its administrative capacity with respect to the Plan, and any
delegates the Committee appoints pursuant to Section 13(b). Each member of the 

  
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Committee, if not the Board, serves at the pleasure of the Board, which may change the membership of the Committee or fill any vacancy at any time. The Committee shall select one of its members
as a chairman and shall hold meetings at the times and places as it may deem advisable. The Committee shall take all actions by majority decision. Any action evidenced by a written instrument that the majority of the members of the Committee sign
shall be as fully effective as if the Committee had taken the action by a majority vote at a meeting duly called and held. 

(b) Subject to the provisions of the Plan, the Committee shall have full and final authority, in its discretion, to take any action with
respect to the Plan, including, without limitation, the following: (i) to establish rules and procedures for the administration of the Plan; (ii) to prescribe the form(s) of any agreements or other written instruments used in connection
with the Plan; (iii) to determine the terms and provisions of the Purchase Rights granted hereunder; and (iv) to construe and interpret the Plan, the Purchase Rights, the rules and regulations, and the agreements or other written
instruments, and to make all other determinations necessary or advisable for the administration of the Plan. The determinations of the Committee on all matters regarding the Plan shall be final and binding upon each Employer, each Employee, each
Participant and any other person claiming a right under the Plan. Except to the extent prohibited by the Plan or by applicable law, the Committee may appoint one or more persons to assist in the administration of the Plan and may delegate all or any
part of its responsibilities and powers, other than any power to amend or terminate the Plan, to any such person or persons. The Committee in its discretion may administer the Plan as it deems appropriate, including without limitation using
paperless and electronic means to administer the Plan. 
 (c) Subject to the indemnification provisions of the Company’s
Articles of Incorporation and Bylaws and applicable law, the Company shall indemnify members of the Committee against the reasonable expenses, including attorney’s fees, such members actually and necessarily incur in connection with the defense
of any action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of action taken or not taken in connection with the Plan or any Purchase Right hereunder, and against all amounts they
or any of the m pay in settlement thereof or in satisfaction of a judgment in any action, suit or proceeding. However, the Company shall not indemnify a member of the Committee for matters as to which he or she (i) shall be adjudged in the
action, suit or proceeding to be liable for gross negligence or intentional misconduct or (ii) derived an improper personal benefit. 
 (d) It is not necessary for a Participant to file a claim in order to receive benefits under this Plan. On receipt of a claim for benefits, however, the Committee will respond in writing within 90 days.
If necessary, the Committee’s first notice will indicate any special circumstances requiring an extension of time for the Committee’s decision. The extension notice must indicate the date by which the Committee expects to render its
decision; an extension of time for processing may not exceed 90 days after the end of the initial 90-day period for a determination. If the claimant’s claim is wholly or partially denied, the Committee must give written notice of such denial
within the time provided in the preceding sentences. An adverse notice must specify the reason for the denial. There also must be specific reference to the provisions of the Plan or related documents or law on which the denial is based. If
additional materials or information is necessary for the claimant to perfect his or her claim for benefits, it must be described and there 

  
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must be an explanation of why that material or information is necessary. An adverse notice must disclose appropriate information about the steps that the claimant must take if he or she desires
to submit a claim for review of the adverse decision. If notice that a claim has been denied is not furnished within the time required herein, the claim is deemed denied. 
 (e) On proper written request for a review from the claimant to the Committee, there must be a review by the Committee. The Committee must receive the claimant’s written request before the 61st day
after the claimant’s receipt of notice that a claim has been denied according to (d) above. The claimant and his or her authorized representative are entitled to be present and heard if any hearing is used as part of the review. The
Committee will determine whether there will be a hearing. Before any hearing, the claimant or a duly authorized representative may review all Plan documents and other papers that affect the claim and may submit issues and comments in writing. The
Committee must schedule any hearing to give sufficient time for this review and submission, giving notice as to the schedule and deadlines for the submissions. The Committee must advise the claimant in writing of the final determination after
review. The decision on review must be written in a manner calculated to be understood by the claimant and must include specific reasons for the decision and specific references to the pertinent provisions of the Plan or related documents or law on
which the decision is based. The written final determination must be rendered within 60 days after the request for review is received, unless special circumstances (in the Committee’s discretion) require an extension of time for processing. If
an extension is necessary, the decision must be rendered as soon as possible but no later than 120 days after the receipt of the request for review. 
 (f) A claimant may not file any suit or other action for benefits under this Plan unless and until he or she submits a proper written request for a review of any adverse decision of such claim for
benefits and then exhausts the administrative process described herein. A claimant then shall have 90 days from the date he or she receives an adverse final determination of such claim on review under (e) above in which to file suit in a court
of competent jurisdiction for benefits under the Plan. If the claimant does not file suit within such 90-day period, the claimant shall be forever barred from doing so. 

 

	14.	AMENDMENT AND TERMINATION OF THE PLAN 

 The Board may at any time and from time to time modify, amend, suspend or terminate the Plan or any Purchase Right granted hereunder, provided, however, that (i) shareholder approval shall be
required of any amendment to the Plan to the extent Section 423 of the Code or other applicable law, rule or regulation requires shareholder approval (including without limitation any amendment that increases the aggregate number of shares of
Common Stock that may be purchased under the Plan or changes individuals who are eligible to participate in the Plan other than as set forth herein); and (ii) no amendment to the Plan or a Purchase Right may materially and adversely affect any
Purchase Right outstanding at the time of the amendment without the consent of the holder thereof, except to the extent the Plan otherwise provides, as necessary to comply with applicable law or as necessary to ensure that the Plan and any Purchase
Rights granted hereunder comply with the requirements of Section 423 of the Code. The Plan shall terminate automatically at the time all shares of Common Stock subject to the Plan have been purchased hereunder. Upon termination of the Plan, the
Committee shall give notice to affected Participants, terminate all payroll deductions, terminate all outstanding Purchase Rights, 

  
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and pay Participants (without interest) any balances remaining in their Contributions Accounts as soon as practicable following Plan termination, unless the Committee in its discretion makes
alternative provisions for handling the termination of the Plan. 
  

	15.	UNFUNDED PLAN 


Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of
the Company or any Subsidiary, including, without limitation, any specific funds, assets or other property which the Company or any Subsidiary, in its discretion, may set aside in anticipation of any liability under the Plan. Neither the Company nor
any Subsidiary shall be required to set aside any specific funds, assets or property in anticipation of any liability under the Plan. A Participant shall have only a contractual right to the Common Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary. Nothing contained in the Plan shall constitute a guarantee that the assets of such corporations shall be sufficient to pay any benefits to any person. 

 

	16.	USE OF FUNDS 

 The
proceeds the Company receives from the sale of Common Stock pursuant to Purchase Rights will be used for general corporate purposes. 
  

	17.	WITHHOLDING TAXES 


Upon the exercise of any Purchase Right under the Plan, in whole or in part, or at the time of disposition of some or all of the Common
Stock acquired pursuant to the exercise of a Purchase Right or any other applicable time, the Participant’s Employer shall withhold the minimum legally required applicable federal, state and local taxes from a Participant’s Compensation or
shall require the Participant to remit to the Employer amounts sufficient to satisfy all such federal, state and local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for shares of Common Stock.

  

	18.	NO RIGHT OF CONTINUED EMPLOYMENT 

 Neither the Plan nor any Purchase Right shall confer upon a Participant the right to continue in the employment of the Company or any Subsidiary or affect any right of the Company or any Subsidiary to
terminate the employment of such Participant at any time for any reason. 
  

	19.	DISPOSITIONS OF STOCK 

 A Participant who acquires shares of Common Stock pursuant to the exercise of Purchase Rights under this Plan shall notify the Committee, in writing, if he or she sells, transfers, or otherwise disposes
of such shares of Common Stock before two years after the Purchase Date on which the Participant acquired such shares. 

  
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	20.	NOTICES 

 Every
direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Company on the date it is received by the Company at its principal executive offices and shall be deemed delivered to an Eligible Employee on the
date he or she receives it. 
  

	21.	APPLICABLELAW 

 To
the extent not inconsistent with Section 423 of the Code and any Treasury Regulations thereunder, all questions pertaining to the validity, construction and administration of the Plan and any Purchase Rights granted hereunder shall be
determined in conformity with the laws of the State of Delaware, without regard to the conflict of law provisions of any state, to the extent not preempted by federal law. 

 

	22.	OTHER RESTRICTIONS ON PURCHASE RIGHTS AND SHARES 

 Notwithstanding any other provision of the Plan, no Purchase Rights may be granted or exercised under the Plan for a Participation Period unless the shares of Common Stock to be purchased under such
Purchase Rights are covered by an effective registration statement pursuant to the Securities Act of 1933, as amended, as of the first day of such Participation Period. The Company may impose such restrictions on any Purchase Rights and shares of
Common Stock acquired upon exercise of Purchase Rights as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky or state
securities laws applicable to such shares. Notwithstanding any other Plan provision to the contrary, the Company shall not be obligated to grant any Purchase Rights or issue, deliver or transfer shares of Common Stock under the Plan or make any
other distribution of benefits under the Plan, or take any other action, unless such grant, delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the
Securities Act of 1933, as amended, the federal securities laws, or any blue sky or state securities laws). For example, and not by way of limitation, the Company may postpone or terminate the grant of a Purchase Right or the issuance of shares of
Common Stock during any Participation Period where the Company is prohibited from doing such acts under applicable law, including without limitation, during any applicable blackout period under the Sarbanes-Oxley Act of 2002. The Company may cause a
restrictive legend to be placed on any certificate issued for shares of Common Stock under the Plan in such form from time to time as applicable laws and regulations may require or legal counsel of the Company may advise. 

 

	23.	SEVERABILITY 

 If
any provision of the Plan is deemed illegal or invalid, the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan, and such illegality or invalidity shall not affect the remaining provisions of
the Plan. 

  
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