Exhibit 10.1


 





FLUIDIGM CORPORATION


 


2017 EMPLOYEE STOCK PURCHASE PLAN


 


1.       Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock through accumulated Contributions. This Plan includes two components: a Code Section 423 Plan Component and a Non-423
Plan Component. The Company’s intention is to have the Code Section 423 Plan Component qualify as an “employee stock
purchase plan” under Section 423 of the Code and the provisions of the Plan with respect to the Code Section 423 Component,
accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent
with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Plan
Component that do not qualify under Section 423 of the Code, pursuant to rules, procedures or sub-plans adopted by the Administrator
that are designed to achieve tax, securities laws or other objectives for Eligible Employees and/or the Company. Except as otherwise
indicated, the Non-423 Plan Component will operate and be administered in the same manner as the Code Section 423 Plan Component.


 


2.       Definitions.


 


(a)       “Administrator”
means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 14.


 


(b)       “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where the Plan is, or will be, offered.


 


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


 


(d)       “Change
in Control” means the occurrence of any of the following events:


 


(i)       A
change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person,
constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes
of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%)
of the total voting power of the stock of the Company will not be considered a Change in Control; or


 


(ii)       A
change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective
control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change
in Control; or


 






     


     


    

 


(iii)       A
change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross
fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however,
that for purposes of this subsection, the following will not constitute a change in the ownership of a substantial portion of the
Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the
transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer)
in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or
voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty
percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least
fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this
subsection (iii)(B)(3). For purposes of this subsection, gross fair market value means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


  


For purposes of this
definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final U.S. Treasury Regulations
and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions
by the persons who held the Company’s securities immediately before such transaction.


 


(e)       “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation
thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under
such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such
section or regulation.


 


(f)       “Code
Section 423 Plan Component” means the component of this Plan that is intended to meet the requirements set forth in Section
423(b) of the Code. The Code Section 423 Plan Component shall be construed, administered and enforced in accordance with Section
423(b) of the Code.


 


(g)       “Committee”
means a committee of the Board appointed in accordance with Section 14 hereof.


 


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


 






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(i)       “Company”
means Fluidigm Corporation, a Delaware corporation, or any successor thereto.


 


(j)       “Compensation”
means an Eligible Employee’s base straight time gross earnings, payments for overtime and shift premium, but exclusive of
payments for incentive compensation, commissions, bonuses and other similar compensation. The Administrator shall have the discretion
to determine what constitutes Compensation for participants under the Plan with respect to future Offerings, but for purposes of
participants participating in the Code Section 423 Plan Component, it will be applied on a uniform, non-discriminatory basis.


 


(k)       “Contributions”
means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the
exercise of options granted pursuant to the Plan.


 


(l)       “Designated
Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion
as eligible to participate in the Plan. The Administrator may provide that any Designated Subsidiary shall only be eligible to
participate in the Non- 423 Plan Component and at any given time, a Subsidiary that is a Designated Subsidiary under the Code Section
423 Plan Component shall not be a Designated Subsidiary under the Non-423 Plan Component.


 


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


 


(n)       “Eligible
Employee” means any individual who is a common law employee of an Employer. For purposes of the Plan, the employment
relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer
approves or is legally protected under Applicable Laws. Where the period of leave exceeds three (3) months and the individual’s
right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated
three (3) months and one (1) day following the commencement of such leave. The Administrator, in its discretion, from time to time
may, prior to an Offering Date for all options to be granted on such Offering Date in an Offering, determine (and for purposes
of the Code Section 423 Plan Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation
Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) customarily
works not more than twenty (20) hours per week. (ii) is a highly compensated employee within the meaning of Section 414(q)
of the Code, or (iii) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation
above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided
the exclusion is applied with respect to each Offering in an identical manner to all highly compensated individuals of the Employer
whose Employees are participating in that Offering. Each exclusion shall be applied with respect to an Offering in a manner complying
with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii). For Offerings under the Non-423 Plan Component, Eligible Employee
will also mean any other employee of an Employer to the extent that Applicable Law requires participation in the Plan to be extended
to such employee, as determined by the Administrator.


 


(o)       “Employer”
means the employer of the applicable Eligible Employee(s).


 


(p)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 






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(q)       “Exercise
Date” means the first Trading Day on or before May 31 and November 30 of each Purchase Period. The first Exercise Date
under the Plan will be November 30, 2017.


 


(r)       “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:


 


(i)       If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will
be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)       If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and
asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii)       In
the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the
Administrator.


 


(s)       “New
Exercise Date” means a new Exercise Date set by shortening any Offering Period then in progress.


 


(t)       “Non-423
Plan Component” means a component of this Plan that is not intended to meet the requirements set forth in Section 423(b)
of the Code.


 


(u)       “Offering”
means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section ‎4.
For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical)
in which Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such
Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury
Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and
an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).


 


(v)       “Offering
Date” means the first Trading Day of each Offering Period.


 


(w)       “Offering
Periods” means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be
exercised, (i) commencing on the first Trading Day on or after May 31 and November 30 of each year and terminating on the first
Trading Day on or after May 31 and November 30, approximately six months later. The duration and timing of Offering Periods may
be changed pursuant to Sections 4 and 20.


 


(x)       “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(y)       “Participant”
means an Eligible Employee that participates in the Plan.


 






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(z)       “Plan”
means this Fluidigm Corporation 2017 Employee Stock Purchase Plan.


 


(aa)“Purchase
Period” means the period during an Offering Period which shares of Common Stock may be purchased on a Participant’s
behalf in accordance with the terms of the Plan. Unless the Administrator provides otherwise, the Purchase Period will have the
same duration and coincide with the length of the Offering Period.


 


(bb)“Purchase
Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the
Offering Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent
Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule) or pursuant to Section 20.


 


(cc)“Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


(dd)“Trading
Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.


 


(ee)“U.S.
Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section
of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.       Eligibility.


 


(a)       Offering
Periods. Any Eligible Employee on a given Offering Date will be eligible to participate in the Plan, subject to the requirements
of Section 5.


 


(b)       Non-U.S.
Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also
are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may
be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the
laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering
to violate Section 423 of the Code.


 


(c)       Limitations.
Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such
Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of
the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the
extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code)
of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000)
worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in
which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.


 






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4.       Offering
Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading
Day on or after May 31 and November 30 each year, or on such other date as the Administrator will determine. The Administrator
will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future
Offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period
to be affected thereafter.


 


5.       Participation.
An Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company’s stock administration
office (or its designee), on or before a date determined by the Administrator prior to an applicable Offering Date, a properly
completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose (which may
be similar to the form attached hereto as Exhibit A), or (ii) following an electronic or other enrollment procedure
determined by the Administrator.


 


6.       Contributions.


 


(a)       At
the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have payroll deductions made on each
pay day or other Contributions (to the extent permitted by the Administrator) made during the Offering Period in an amount not
exceeding ten percent (10%) of the Compensation, which he or she receives on each pay day during the Offering Period. A Participant’s
subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.


 


(b)       Payroll
deductions for a Participant will commence on the first pay day following the Offering Date and will end on the last pay day prior
to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant
as provided in Section 10 hereof.


 


(c)       All
Contributions made for a Participant will be credited to his or her account under the Plan and payroll deductions will be made
in whole percentages only. A Participant may not make any additional payments into such account, unless required by Applicable
Law.


 


(d)       A
Participant may discontinue his or her participation in the Plan as provided in Section ‎10.
Unless otherwise determined by the Administrator, a Participant may not increase or decrease the rate of his or her Contributions
during an Offering Period, except for a withdrawal in accordance with Section 10.


 


(e)       Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), a Participant’s
Contributions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code
and Section 3(b) hereof, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning
of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided
in Section 10.


 


(f)       At
the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is
disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for
the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes
imposed by jurisdictions outside of the U.S., national insurance, social insurance contributions, social security or other tax
withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other
time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated
to, withhold from the Participant’s compensation or other payments made to Participant the amount necessary for the Company
or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company
or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.
In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock
or any other method of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation
Section 1.423-2(f) for Offerings under the Code Section 423 Plan Component.


 






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7.       Grant
of Option. On the Offering Date of each Offering Period, each Eligible Employee participating in such Offering Period will
be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number
of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to and including
such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price;
provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more than 5,000 shares
of Common Stock (subject to any adjustment pursuant to Section 19) and provided further that such purchase will be subject to the
limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the grant of such option by electing to participate
in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease,
in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchase
Period or Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant
to Section 10. The option will expire on the last day of the Offering Period.


 


8.       Exercise
of Option.


 


(a)       Unless
a Participant withdraws from the Plan as provided in Section ‎10,
his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated
Contributions from his or her account. No fractional shares of Common Stock will be purchased; any Contributions accumulated in
a Participant’s account, which are not sufficient to purchase a full share will be returned to the Participant. Any other
funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s
lifetime, a Participant’s option to purchase shares hereunder is exercisable only by the Participant.


 


(b)       If
the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options
are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Offering
Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such
Exercise Date, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation of the shares
of Common Stock available for purchase on such Offering Date or Exercise Date, as applicable, in as uniform a manner as will be
practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and continue all Offering Periods then in effect or terminate any or all Offering Periods then
in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Offering Date of any
applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance
under the Plan by the Company’s stockholders subsequent to such Offering Date.


 






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9.       Delivery.
As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will
arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the
Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require
that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company
may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker
or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions
of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock
subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided
in this Section 9.


 


10.       Withdrawal.


 


(a)       A
Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by (i) submitting to the Company’s stock administration office (or its
designee) a written notice of withdrawal in the form determined by the Administrator for such purpose (which may be similar to
the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure determined by
the Administrator, in each case, at least 10 days prior to the Exercise Date (the “Withdrawal Deadline”). If a withdrawal
under this Section 10(a) is not timely made prior to the Withdrawal Deadline, then the Participant’s option for the Offering
Period will continue to be exercised on an Exercise Date. All of the Participant’s Contributions credited to his or her account
will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering
Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering
Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering
Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5.


 


(b)       A
Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any
similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination
of the Offering Period from which the Participant withdraws.


 


11.       Termination
of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have
elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period
but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his
or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be automatically
terminated.


 






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12.       Interest.
No interest will accrue on Contributions of a Participant in the Plan, except as may be required by Applicable Law, as determined
by the Company, for Participants in the Non-423 Plan Component (or the Code Section 423 Plan Component if permitted under Section
423 of the Code).


 


13.       Stock.


 


(a)       Subject
to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common
Stock that will be made available for sale under the Plan will be 1,000,000 shares of Common Stock.


 


(b)       Until
the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to
vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.


 


(c)       Shares
of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name
of the Participant and his or her spouse.


 


14.       Administration.
The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply
with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to designate separate Offerings under the Plan, to determine eligibility, to adjudicate all disputed claims
filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without
limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees
who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions
of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Employees
eligible to participate in each sub-plan will participate in a separate Offering. Without limiting the generality of the foregoing,
the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition
of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other
than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local
currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling
of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to
the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an Offering
to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or
the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator
will, to the full extent permitted by law, be final and binding upon all parties.


 


15.       Designation
of Beneficiary.


 


(a)       If
permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock
and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent
to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition,
if permitted by the Administrator, a Participant may file a 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 prior to exercise of the option. If a Participant is married
and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.


 






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(b)       Such
designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. 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 will deliver such shares 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 discretion, may deliver such shares 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.


 


(c)       The
Administrator may determine whether Participants may designate beneficiaries under the Plan. Notwithstanding Sections 15(a) and
(b) above, the Company and/or the Administrator may decide not to permit such designations by Participants pursuant to Offerings
under the Non-423 Plan Component, and for Offerings under the Code Section 423 Plan Component in non-U.S. jurisdictions to the
extent permitted by U.S. Treasury Regulation Section 1.423-2(f). All beneficiary designations will be in such form and manner
as the Administrator may designate from time to time.


 


16.       Transferability.
Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by
will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment,
transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.


 


17.       Use
of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company
will not be obligated to segregate such Contributions, unless otherwise required by Applicable Laws, as determined by the Administrator.
Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.


 


18.       Reports.
Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible
Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares
of Common Stock purchased and the remaining cash balance, if any.


 


		19.	Adjustments, Dissolution, Liquidation, Merger or Change in Control.



 


(a)       Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting
the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock
that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option
under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13.


 






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(b)       Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress
will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution
or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s
proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the
New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that
the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided in Section 10 hereof.


 


(c)       Merger
or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent
option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will
be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the
date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or
electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the
New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior
to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.


 


20.       Amendment
or Termination.


 


(a)       The
Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any
reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods
either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner
than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire
in accordance with their terms (and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior
to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common
Stock will be returned to the Participants (without interest thereon, , except as otherwise required by Applicable Laws) as soon
as administratively practicable.


 


(b)       Without
stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods or Purchase
Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of
properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures
to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts,
and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent
with the Plan.


 






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(c)       In
the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences,
the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce
or eliminate such accounting consequence including, but not limited to:


 


(i)       amending
the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;


 


(ii)       altering
the Purchase Price for any Offering Period or Purchase Period including an Offering Period or Purchase Period underway at the time
of the change in Purchase Price;


 


(iii)       shortening
any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway
at the time of the Administrator action;


 


(iv)       reducing
the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and


 


(v)       reducing
the maximum number of Shares a Participant may purchase during any Offering Period or Purchase Period.


 


Such modifications or
amendments will not require stockholder approval or the consent of any Plan Participants.


 


21.       Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have
been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by
the Company for the receipt thereof.


 


22.       Conditions
Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to
the approval of counsel for the Company with respect to such compliance.


 


As a condition to the
exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions
of law.


 


23.       Code
Section 409A. The Code Section 423 Plan Component is exempt from the application of Code Section 409A. The Non-423 Plan Component
is intended to be exempt from Code Section 409A under the short-term deferral exception and any ambiguities herein will be interpreted
to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary,
if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision
in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the
Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary
or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may
be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments
or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability
to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or
compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto.
The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.


 






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24.       Term
of Plan. The Plan will become effective upon its adoption by the Board or its approval by the stockholders of the Company.
It will continue in effect until terminated under Section 20.


 


25.       Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


26.       Governing
Law; Severability. The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive
laws, and not the choice of law rules, of the State of California, United States and construed accordingly, to the extent not superseded
by applicable U.S. federal law. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole
or in part, the unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof,
each of which shall remain in full force and effect.


 


27.       No
Right to Employment or Services. Nothing in the Plan or any subscription agreement shall interfere with or limit in any way
the right of the Employer to terminate any Participant’s employment at any time, provided in compliance with applicable laws,
nor confer upon any Participant any right to continue in the employ of the Employer.


 




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EXHIBIT A


 


FLUIDIGM CORPORATION


 


2017 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


 


Offering Date: ______________             


 


1.       ____________________
hereby elects to participate in the Fluidigm Corporation 2017 Employee Stock Purchase Plan (the “Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.


 


2.       I
hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 0 to 10%)
during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.)


 


3.       I
understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase
Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option and purchase Common Stock under the Plan.


 


4.       I
have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in
all respects subject to the terms of the Plan.


 


5.       Shares
of Common Stock purchased for me under the Plan should be issued in the name(s) of _____________ (Eligible Employee or Eligible
Employee and Spouse only).


 


6.       I
understand that if I dispose of any shares received by me pursuant to the Plan within two (2) years after the Offering Date
(the first day of the Offering Period during which I purchased such shares) or one (1) year after the Exercise Date, I will
be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such shares were purchased by me over the price that I paid for
the shares. I hereby agree to notify the Company in writing within thirty (30) days after the date of any disposition of
my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any
tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any
time after the expiration of the two (2)-year and one (1)-year holding periods, I understand that I will be treated for
federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed
as ordinary income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares
at the time of such disposition over the purchase price which I paid for the shares, or (b) 15% of the fair market value of
the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed
as capital gain.


 






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7.       I
hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan.


 





	Employee’s Social	 	 
	 	 	 
	Security Number:	 	 
	 	 	 
	Employee’s Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN
EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 








	Dated:  	 	 	 
	 	 	 	 
	 	 	 	Signature of Employee


 




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EXHIBIT B


 


FLUIDIGM CORPORATION


 


2017 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


The undersigned participant in the Offering
Period of the Fluidigm Corporation 2017 Employee Stock Purchase Plan that began on ____________, ______ (the “Enrollment
Date”) hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs
the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with
respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase
of shares in the current Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only
by delivering to the Company a new Subscription Agreement.


 





	 	Name and Address of Participant:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Signature:
	 	 	 
	 	 	 
	 	Date: 	 




 






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