Exhibit 4.1


 





LANTRONIX, INC.  


2013 EMPLOYEE STOCK PURCHASE PLAN 


 


1. Purpose. The purpose of the Plan
is to provide employees of Lantronix, Inc. (the “Company”) and its Designated Subsidiaries with an opportunity
to purchase Common Stock of the Company through accumulated payroll deductions. It is the Company’s intention that this 2013
Employee Stock Purchase Plan (the “Plan”) qualify as an “Employee Stock Purchase Plan” under Section
423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly, be construed so as to extend
and limit participation in a manner consistent with the requirements of that section of the Code. The terms herein that begin with
initial capital letters shall have the defined meaning set forth under Section 2 below, or elsewhere when the term first appears
and is defined.


 


This 2013 Employee Stock Purchase Plan
is effective as of the Company’s 2012 Annual Meeting of the Stockholders.


 


2. Definitions.


 


(a) “Authorization Form”
shall mean a form established by the Plan Administrator authorizing payroll deductions, as set forth in Section 6, and containing
such other terms and conditions as the Company from time to time may determine.


 


(b) “Board” shall mean
the Board of Directors of Lantronix, Inc.


 


(c) “Code” shall mean
the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be taken to be references to corresponding
sections of any successor statute.


 


(d) “Committee” shall
mean the committee of members of the Board designated as the Committee in Section 14.


 


(e) “Common Stock” shall
mean the common stock of the Company.


 


(f) “Company” shall
mean Lantronix, Inc., or any successor by merger or otherwise, and any Designated Subsidiary of the Company.


 


(g) “Compensation” shall
mean all base gross earnings, commissions, overtime, and shift premium before giving effect to any compensation reductions made
in connection with plans described in section 401(k) or 125 of the Code, but exclusive of payments for any other compensation.


 


(h) “Designated Subsidiary”
shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate
in the Plan. For purposes of the Plan, each of the following entities shall be deemed to have been designated by the Board as a
Designated Subsidiary: (i) Lantronix Europe GmbH; (ii) Lantronix Netherlands B.V.; (iii) Lantronix UK Ltd.; (iv) Lantronix Hong
Kong Limited; and (v) Japan Lantronix K.K.


 


(i) “Employee” shall
mean any individual whom the Company in its discretion classifies as an employee of the Company for tax purposes. For purposes
of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave
of absence approved by the Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st
day of such leave.


 


(j) “Enrollment Date”
shall mean the first Trading Day of each Offering Period.


 


(k) “Exercise Date”
shall mean the last Trading Day of each Purchase Period.


 


(l) “Fair Market Value”
shall mean, as of any date, the value of Common Stock determined as follows:


 


(1) The per share closing price of the
Common Stock as reported on the NASDAQ Stock Market on that date (or if there was no reported closing price on such date, on the
last preceding date on which the closing price was reported);


 




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(2) If the Common Stock is not then listed
on the NASDAQ Stock Market, the per share closing price of the Common Stock on such other principal U.S. national securities exchange
on which the Common Stock is listed (or if there was no reported closing price on such date, on the last preceding date on which
the closing price was reported);


 


(3) If the Common Stock is not listed
on any U.S. national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the final ask
price of the Common Stock reported on such date (or, if there is no such sale on such date, then on the last preceding date on
which a sale was reported); or


 


(4) If the Common Stock is neither listed
on a U.S. national securities exchange nor quoted on an inter-dealer quotation system on a last sale basis, the Fair Market Value
shall be determined by the Committee in its sole discretion using appropriate criteria.


 


(m) “Offering Periods”
shall mean the periods established pursuant to Section 4.


 


(n) “Plan” shall mean
this Lantronix, Inc. 2013 Employee Stock Purchase Plan, as amended from time to time.


 


(o) “Plan Administrator”
shall mean the Company acting through its authorized officers.


 


(p) “Purchase Period”
shall mean, except as otherwise determined by the Committee, the six (6) month period commencing on the next Trading Day following
the preceding Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period
shall commence on the Enrollment Date and end with the next Exercise Date.


 


(q) “Purchase Price”
shall mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is
lower; provided however, that the Purchase Price may be adjusted by the Board pursuant to Section 20.


 


(r) “Reserves” shall
mean the number of shares of Common Stock covered by each option under the Plan that have not yet been exercised and the number
of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.


 


(s) “Subsidiary” shall
mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.


 


(t) “Trading Day” shall
mean a day on which the NASDAQ Stock Market (or such other principal U.S. national securities exchange Common Stock is listed)
is open for trading.


 


3. Eligibility.


 


(a) All Employees who are employed by the
Company at least one (1) day before a given Enrollment Date shall be eligible to participate in the Plan.


 


(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such
Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock 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 corporation,
or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and any parent
or subsidiary corporation accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at
the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding
at any time.


 


4. Offering Periods.


 


(a) Plan Implementation. The Plan
shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on May 16, 2013 and on
each subsequent November 16 and May 16, or on such other date or dates as the Board or the Committee shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof.


 




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(b) Offering Period Duration. Each
Offering Period shall be for a period of twenty-four (24) months during which an option granted pursuant to the Plan may be exercised.


 


(c) Automatic Transfer to Lower Price
Offering Period. To the maximum extent reasonably permitted by any applicable laws, regulations, rules of the NASDAQ Stock
Market (or such other principal U.S. national securities exchange on which the Common Stock is listed), if the Fair Market Value
of the Common Stock on the Enrollment Date of a new Offering Period is lower than the Fair Market Value of the Common Stock on
the Enrollment Date of the immediately preceding Offering Period, then all participants in the immediately preceding Offering Period
shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on the Exercise Date
immediately preceding the new Offering Period and automatically re-enrolled in the new Offering Period as of the first day thereof.


 


(d) Changes in Offering Period.
The Board or the Committee shall have the power to change the duration of Offering Periods (including the commencement dates thereof)
with respect to future offerings without stockholder approval if notice of such change is announced to Employees at least fifteen
(15) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.


 


5. Participation.


 


(a) An Employee may become a participant
in the Plan by completing an Authorization Form and filing it with the Plan Administrator prior to the applicable Enrollment Date.


 


(b) Payroll deductions for a participant
shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which
such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.


 


6. Payroll Deductions.


 


(a) At the time a participant files his
or her Authorization Form, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an
amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period
(or such other percentage as may be established by the Board or the Committee from time to time in its sole discretion).


 


(b) All payroll deductions made for a participant
shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make
any additional payments into such account.


 


(c) A participant may discontinue his or
her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions
during the Offering Period by filing with the Plan Administrator a new Authorization Form authorizing a change in payroll deduction
rate. The Board or the Committee may, in its discretion, limit the number of participation rate changes during any Offering Period.
Any such reduction or increase would be effective beginning with the first Purchase Period that begins no earlier than 5 business
days after the Plan Administrator’s receipt of a new Authorization Form from the participant, unless otherwise determined
by the Plan Administrator. A participant’s Authorization Form shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.


 


(d) Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions
may be decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided
in such participant’s Authorization Form at the beginning of the first Purchase Period that is scheduled to end in the following
calendar year, unless terminated by the participant as provided in Section 10 hereof.


 


(e) At the time the option is exercised,
in whole or in part, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of, the participant
must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the option. If the participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations
promulgated thereunder, of any shares of Common Stock issued to such participant pursuant to the exercise of an option, and such
disposition occurs within the two-year period commencing on the day after the Offering Date or within the one-year period commencing
on the day after the exercise date, such participant shall, within five (5) days of such disposition, notify the Company thereof.
In addition, in order to satisfy the requirement to withhold the amount (if any) of federal, state or local taxes that the Company
or Subsidiary determines is applicable, the Company and any Subsidiary may deduct such amount from any other compensation payable
to the Participant.


 




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7. Grant of Option. On the Enrollment
Date of each Offering Period, each Employee participating in such Offering Period shall 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 the Company’s Common
Stock determined by dividing such Employee’s payroll deductions accumulated prior to such Exercise Date and retained in the
participant’s account as of the Exercise Date by the applicable Purchase Price; provided that any purchases shall be subject
to the limitations set forth in Sections 3(b) and 12 hereof. The Board or the Committee may, for future Offering Periods, increase
or decrease, in its absolute discretion, the maximum number of shares of the Company’s Common Stock an Employee may purchase
during each Purchase Period of such Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless
the participant has withdrawn pursuant to Section 10 hereof. The option shall 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 hereof, his or her option for the purchase of shares shall be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to the option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll
deductions accumulated in a participant’s account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant
as provided in Section 10 hereof. Any other monies left over in a participant’s account after the Exercise Date shall be
returned to the participant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is
exercisable only by him or her.


 


(b) If the Board or the Committee determines
that, on a given Exercise Date, the number of shares 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 Enrollment Date of the applicable Offering Period,
or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may in its sole discretion (x)
provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment
Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall 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 (y) provide that the Company shall make a pro rata allocation of the shares available for purchase on
such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine
in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date,
and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make pro rata allocations
of the shares available on the Enrollment 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 Enrollment
Date.


 


9. Delivery. As promptly as practicable
after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate,
the shares purchased upon exercise of his or her option in a certificate or uncertificated form.


 


10. Withdrawal.


 


(a) A participant may withdraw all but
not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the
Plan at any time by giving written notice to Plan Administrator which is received at least ten (10) days prior to the Exercise
Date (or such other notice period as may be established by the Plan Administrator from time to time in its sole discretion). All
of the participant’s payroll deductions credited to his or her account shall be paid to such participant promptly after receipt
of notice of withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers
to the Plan Administrator a new Authorization Form.


 




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(b) A participant’s withdrawal from
an Offering Period shall 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 Employee, for any reason, he or she shall be deemed to have elected to withdraw from the
Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto
under Section 15 hereof, and such participant’s option shall be automatically terminated.


 


12. Interest. No interest shall
accrue on the payroll deductions of a participant in the Plan.


 


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 the Company’s Common Stock
which shall be made available for future sale under the Plan with respect to Exercise Dates shall be One Million Three Hundred
Thousand (1,300,000) shares, effective as of the effective date of the amendment of the Plan (as provided in Section 1).


 


(b) The participant shall have no interest
or voting rights in shares covered by his or her option until such option has been exercised.


 


(c) Shares to be delivered to a participant
under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.


 


14. Administration. The “Committee”
shall mean the Compensation Committee of the Board, a subcommittee thereof formed by the Compensation Committee to act as the Committee
hereunder or such other committee of members of the Board as delegated by the Board. The Board or the Committee shall administer
the Plan. The Board or the Committee shall have full and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision
and determination made by the Board or the Committee shall, to the full extent permitted by law, be final and binding upon all
parties. The Company will pay all expenses incurred in the administration of the Plan. No member of the Committee or individual
acting on behalf of the Plan Administrator shall be personally liable for any action, determination, or interpretation made in
good faith with respect to the Plan, and all members of the Committee and individuals acting on behalf of the Plan Administrator
shall be fully indemnified by the Company with respect to any such good faith action, determination or interpretation.


 


15. Designation of Beneficiary.


 


(a) A participant may file with the Plan
Administrator a written designation of a beneficiary who is to receive any shares and cash 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, a participant may file with the Plan Administrator
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 prior to the exercise of the option. If a participant is married and the designated beneficiary
is not the spouse, spousal consent shall be required for such designation to be effective.


 


(b) Such designation of beneficiary may
be changed by the participant at any time by written notice to the Plan 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 shall 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.


 


16. Transferability. Neither payroll
deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares
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 shall 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. All payroll deductions
received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.


 


18. Reports. Individual accounts
shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least
annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased
and the remaining cash balance, if any.


 


19. Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Asset Sale.


 


(a) Changes in Capitalization. Subject
to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase
each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash
dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration”. Such adjustment shall
be made by the Board or the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an option.


 


(b) Dissolution or Liquidation.
In the event of a proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by
setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of
such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date
of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10)
business days 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 shall 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 Asset Sale. In the
event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another
corporation, each outstanding option shall 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, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”)
and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of
the Company’s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days
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 shall 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 Board may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously
granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided
in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects
the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision
or any other applicable law, regulation or rule of the NASDAQ Stock Market or such other principal U.S. national securities exchange
Common Stock is listed), the Company shall obtain stockholder approval in such a manner and to such a degree as required.


 




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(b) Without stockholder approval and without
regard to whether any participant rights may be considered to have been “adversely affected,” the Board or the Committee
shall be entitled to change the Offering Periods, 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 amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Board
or the Committee determines in its sole discretion advisable which are consistent with the Plan.


 


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


 


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


 


(2) shortening any Offering Period so
that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and


 


(3) allocating shares.


 


Such modifications or amendments shall 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 shall be deemed to have been duly given when
received in the form 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 shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and
the requirements of the NASDAQ Stock Market (or any other principal U.S. national securities exchange on which the Common Stock
may then be listed), and shall 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. Term of Plan. On September 18,
2012, the Board approved the 2013 Employee Stock Purchase Plan, as amended, subject to and effective upon stockholder approval
at the Company’s 2013 Annual Meeting of Stockholders. The Plan shall continue in effect for a period of ten (10) years following
the Effective Date unless earlier terminated by the Board.


 


24. Miscellaneous.


 


(a) Administrative Costs. The Company
shall pay the administrative expenses associated with the operation of the Plan (other than brokerage commissions resulting from
sales of Common Stock directed by Employees).


 




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(b) No Employment Rights. Participation
in the Plan shall not give an Employee any right to continue in the employment of the Company, and shall not affect the right of
the Company to terminate the Employee’s employment at any time, with or without cause.


 


(c) Repurchase of Stock. The Company
shall not be required to purchase or repurchase from any Employee any of the shares of Common Stock that the Employee acquires
under the Plan.


 


(d) Internal Revenue Code and ERISA
Considerations. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of section
423 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. The provisions of the Plan, accordingly,
shall be construed so as to comply with the requirements of that section of the Code or any successor provision, and the regulations
thereunder. The Plan is not intended and shall not be construed as constituting an “employee benefit plan,” within
the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


(e) Headings, Captions, Gender.
The headings and captions herein are for convenience of reference only and shall not be considered as part of the text. The masculine
shall include the feminine, and vice versa.


 


(f) Severability of Provisions, Prevailing
Law. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise
invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of a change in a law or regulation,
such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or
enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part
thereof, each of which shall remain in full force and effect. The Plan shall be governed by the laws of the State of Delaware to
the extent such laws are not in conflict with, or superseded by, federal law.


 


 


 



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