ex106employeestockpurcha






1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  (Adopted by the Board of Directors on May 11, 2021)  (Approved by the Stockholders on May 28, 2021)  (Effective on June 9, 2021)  EXHIBIT 10.6 





 






Table of Contents  Page  SECTION 1 Purpose of the Plan. ............................................................................................. 1  SECTION 2 Definitions. .......................................................................................................... 1  (a) “Board” ................................................................................................................ 1  (b) “Code” ................................................................................................................. 1  (c) “Committee” ........................................................................................................ 1  (d) “Company” .......................................................................................................... 1  (e) “Compensation” ................................................................................................... 1  (f) “Corporate Reorganization” ................................................................................ 1  (g) “Eligible Employee” ............................................................................................ 2  (h) “Exchange Act” ................................................................................................... 2  (i) “Fair Market Value” ............................................................................................ 2  (j) “Offering” ............................................................................................................ 2  (k) “Offering Date”.................................................................................................... 2  (l) “Offering Period” ................................................................................................. 2  (m) “Participant”......................................................................................................... 2  (n) “Participating Company” ..................................................................................... 2  (o) “Plan” ................................................................................................................... 3  (p) “Plan Account” .................................................................................................... 3  (q) “Purchase Date” ................................................................................................... 3  (r) “Purchase Period” ................................................................................................ 3  (s) “Purchase Price” .................................................................................................. 3  (t) “Stock” ................................................................................................................. 3  (u) “Subsidiary” ......................................................................................................... 3  SECTION 3 Administration of the Plan. .................................................................................. 3  (a) Administrative Powers and Responsibilities ....................................................... 3  (b) International Administration ................................................................................ 4  SECTION 4 Enrollment and Participation. .............................................................................. 4  (a) Offering Periods ................................................................................................... 4  (b) Enrollment ........................................................................................................... 5  (c) Duration of Participation ..................................................................................... 5  SECTION 5 Employee Contributions. ..................................................................................... 5  (a) Frequency of Payroll Deductions ........................................................................ 5  (b) Amount of Payroll Deductions ............................................................................ 5  (c) Changing Withholding Rate ................................................................................ 5  (d) Discontinuing Payroll Deductions ....................................................................... 5  SECTION 6 Withdrawal from the Plan. ................................................................................... 6  (a) Withdrawal........................................................................................................... 6 (b) Re-enrollment After Withdrawal ......................................................................... 6  SECTION 7 Change in Employment Status. ............................................................................ 6  (a) Termination of Employment ................................................................................ 6  





 






      (b) Leave of Absence................................................................................................. 6  (c) Death .................................................................................................................... 6  SECTION 8 Plan Accounts and Purchase of Shares. ............................................................... 6  (a) Plan Accounts ...................................................................................................... 6  (b) Purchase Price ...................................................................................................... 7  (c) Number of Shares Purchased ............................................................................... 7  (d) Available Shares Insufficient ............................................................................... 7  (e) Issuance of Stock ................................................................................................. 7  (f) Unused Cash Balances ......................................................................................... 8  (g) Stockholder Approval .......................................................................................... 8  SECTION 9 Limitations on Stock Ownership. ........................................................................ 8  (a) Five Percent Limit ............................................................................................... 8  (b) Dollar Limit ......................................................................................................... 8  SECTION 10 Rights Not Transferable. ...................................................................................... 9  SECTION 11 No Rights as An Employee. ................................................................................. 9  SECTION 12 No Rights as A Stockholder. ............................................................................... 9  SECTION 13 Securities Law Requirements. ............................................................................. 9  SECTION 14 Stock Offered Under the Plan. ............................................................................. 9  (a) Authorized Shares ................................................................................................ 9  (b) Antidilution Adjustments ................................................................................... 10  (c) Reorganizations ................................................................................................. 10  SECTION 15 Amendment or Discontinuance. ........................................................................ 10  SECTION 16 Execution. .......................................................................................................... 11      





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  1    1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  SECTION 1 Purpose of the Plan.  The Plan was adopted by the Board of Directors on May 11, 2021 and is effective on  June 9, 2021 (the “Effective Date”). The purpose of the Plan is to provide a broad-based  employee benefit to attract the services of new employees, to retain the services of existing  employees, and to provide incentives for such individuals to exert maximum efforts toward our  success by purchasing Stock from the Company on favorable terms and to pay for such  purchases through payroll deductions.  The Plan is intended to qualify under Section 423 of the  Code.    SECTION 2 Definitions.  (a)  “Board” means the Board of Directors of the Company, as constituted from time  to time.  (b) “Code” means the United States Internal Revenue Code of 1986, as amended, and  the rules and regulations promulgated thereunder.  (c) “Committee” means the Compensation Committee of the Board or such other  committee, comprised exclusively of one or more directors of the Company, as may be appointed  by the Board from time to time to administer the Plan.  (d) “Company” means 1stdibs.com, Inc., a Delaware corporation.  (e) “Compensation” means, unless provided otherwise by the Committee in the terms  and conditions of an Offering, base salary and wages paid in cash to a Participant by a  Participating Company, without reduction for any pre-tax contributions made by the Participant  under Sections 401(k) or 125 of the Code. “Compensation” shall, unless provided otherwise by  the Committee in the terms and conditions of an Offering, exclude variable compensation  (including commissions, bonuses, incentive compensation, overtime pay and shift premiums), all  non-cash items, moving or relocation allowances, cost-of-living equalization payments, car  allowances, tuition reimbursements, imputed income attributable to cars or life insurance,  severance pay, fringe benefits, contributions or benefits received under employee benefit plans,  income attributable to the exercise of stock options, and similar items. The Committee shall  determine whether a particular item is included in Compensation.  (f) “Corporate Reorganization” means:  (i) the consummation of a merger or consolidation of the Company with or  into another entity, or any other corporate reorganization; or  





 






1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  2 (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.  (g) “Eligible Employee” means any employee of a Participating Company whose customary employment is for more than five (5) months per calendar year and for more than  twenty (20) hours per week.  The foregoing notwithstanding, an individual shall not be considered an Eligible  Employee if his or her participation in the Plan is prohibited by the law of any country which has  jurisdiction over him or her.   (h) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.  (i) “Fair Market Value” means the fair market value of a share of Stock, determined as follows:  (i) if Stock was traded on any established national securities exchange including the New York Stock Exchange or The Nasdaq Stock Market on the date in  question, then the Fair Market Value shall be equal to the closing price as quoted on such  exchange (or the exchange with the greatest volume of trading in the Stock) on such date  as reported in the Wall Street Journal or such other source as the Committee deems  reliable; or  (ii) if the foregoing provision is not applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.  For any date that is not a Trading Day, the Fair Market Value of a share of Stock for such  date shall be determined by using the closing sale price for the immediately preceding Trading  Day.  Determination of the Fair Market Value pursuant to the foregoing provisions shall be  conclusive and binding on all persons.  (j) “Offering” means the grant of options to purchase shares of Stock under the Plan to Eligible Employees.  (k) “Offering Date” means the first day of an Offering. (l) “Offering Period” means a period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a).  (m) “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(b).  (n) “Participating Company” means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company.  





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  3    (o) “Plan” means this 1stdibs.com, Inc. 2021 Employee Stock Purchase Plan, as it  may be amended from time to time.  (p) “Plan Account” means the account established for each Participant pursuant to  Section 8(a).  (q) “Purchase Date” means one or more dates during an Offering on which shares of  Stock may be purchased pursuant to the terms of the Offering.  (r) “Purchase Period” means one or more successive periods during an Offering,  beginning on the Offering Date or on the day after a Purchase Date, and ending on the next  succeeding Purchase Date.  (s) “Purchase Price” means the price at which Participants may purchase shares of  Stock under the Plan, as determined pursuant to Section 8(b).  (t) “Stock” means the Common Stock of the Company.  (u) “Subsidiary” means any corporation (other than the Company) in an unbroken  chain of corporations beginning with the Company, if each of the corporations other than the last  corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total  combined voting power of all classes of stock in one of the other corporations in such chain.  (r) “Trading Day” means a day on which the national stock exchange on which the  Stock is traded is open for trading.  SECTION 3 Administration of the Plan.  (a) Administrative Powers and Responsibilities.  The Plan shall be administered by  the Committee.  The Committee shall have full power and authority, subject to the provisions of  the Plan, to promulgate such rules and regulations as it deems necessary for the proper  administration of the Plan, to interpret the provisions and supervise the administration of the  Plan, and to take all action in connection therewith or in relation thereto as it deems necessary or  advisable.  Any decision reduced to writing and signed by all of the members of the Committee  shall be fully effective as if it had been made at a meeting duly held.  The Committee’s  determinations under the Plan, unless otherwise determined by the Board, shall be final and  binding on all persons.  The Company shall pay all expenses incurred in the administration of the  Plan.  No member of the Committee 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  shall be fully indemnified by the Company with respect to any such action, determination or  interpretation.  The Committee may adopt such rules, guidelines and forms as it deems  appropriate to implement the Plan.  Subject to the requirements of applicable law, the Committee  may designate persons other than members of the Committee to carry out its responsibilities and  may prescribe such conditions and limitations as it may deem appropriate.  All decisions,  interpretations and other actions of the Committee shall be final and binding on all Participants  and all persons deriving their rights from a Participant.  No member of the Committee shall be  





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  4    liable for any action that he has taken or has failed to take in good faith with respect to the Plan.   Notwithstanding anything to the contrary in the Plan, the Board may, in its sole discretion, at any  time and from time to time, resolve to administer the Plan.  In such event, the Board shall have  all of the authority and responsibility granted to the Committee herein.    (b) International Administration.  The Committee may establish sub-plans (which  need not qualify under Section 423 of the Code) and initiate separate Offerings through such  sub-plans for the purpose of (i) facilitating participation in the Plan by non-U.S. employees in  compliance with foreign laws and regulations without affecting the qualification of the remainder  of the Plan under Section 423 of the Code or (ii) qualifying the Plan for preferred tax treatment  under foreign tax laws (which sub-plans, at the Committee’s discretion, may provide for  allocations of the authorized shares reserved for issue under the Plan as set forth in Section  14(a)).  The rules, guidelines and forms of such sub-plans (or the Offerings thereunder) may take  precedence over other provisions of the Plan, with the exception of Section 4(a)(i), Section 5(b),  Section 8(b) and Section 14(a), but unless otherwise superseded by the terms of such sub-plan,  the provisions of the Plan shall govern the operation of such sub-plan. Alternatively and in order  to comply with the laws of a foreign jurisdiction, the Committee shall have the power, in its  discretion, to grant options in an Offering to citizens or residents of a non-U.S. jurisdiction  (without regard to whether they are also citizens of the United States or resident aliens) that  provide terms which are less favorable than the terms of options granted under the same Offering  to employees resident in the United States, subject to compliance with Section 423 of the Code.  SECTION 4 Enrollment and Participation.  (a) Offering Periods.  While the Plan is in effect, the Committee may from time to  time grant options to purchase shares of Stock pursuant to the Plan to Eligible Employees during  a specified Offering Period.  Each such Offering shall be in such form and shall contain such  terms and conditions as the Committee shall determine, subject to compliance with the terms and  conditions of the Plan (which may be incorporated by reference) and the requirements of Section  423 of the Code, including the requirement that all Eligible Employees have the same rights and  privileges.  The Committee shall specify prior to the commencement of each Offering (i) the  period during which the Offering shall be effective, which may not exceed twenty-seven (27)  months from the Offering Date and may include one or more successive Purchase Periods within  the Offering, (ii) the Purchase Dates and Purchase Price for shares of Stock which may be  purchased pursuant to the Offering, and (iii) if applicable, any limits on the number of shares  purchasable by a Participant, or by all Participants in the aggregate, during any Offering Period  or, if applicable, Purchase Period, in each case consistent with the limitations of the Plan. The  Committee shall have the discretion to provide for the automatic termination of an Offering  following any Purchase Date on which the Fair Market Value of a share of Stock is equal to or  less than the Fair Market Value of a share of Stock on the Offering Date, and for the Participants  in the terminated Offering to be automatically re-enrolled in a new Offering that commences  immediately after such Purchase Date.  The terms and conditions of each Offering need not be  identical, and shall be deemed incorporated by reference and made a part of the Plan.    





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  5    (b) Enrollment.  Any individual who, on the day preceding the first day of an  Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan  for such Offering Period by completing the enrollment process prescribed and communicated for  this purpose from time to time by the Company to Eligible Employees.  (c) Duration of Participation.  Once enrolled in the Plan, a Participant shall continue  to participate in the Plan until he or she ceases to be an Eligible Employee or withdraws from the  Plan under Section 6(a).  A Participant who withdrew from the Plan under Section 6(a) may  again become a Participant, if he or she then is an Eligible Employee, by following the procedure  described in Subsection (b) above.  A Participant whose employee contributions were  discontinued automatically under Section 9(b) shall automatically resume participation at the  beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an  Eligible Employee.  When a Participant reaches the end of an Offering Period but his or her  participation is to continue, then such Participant shall automatically be re-enrolled for the  Offering Period that commences immediately after the end of the prior Offering Period.  SECTION 5 Employee Contributions.  (a) Frequency of Payroll Deductions.  A Participant may purchase shares of Stock  under the Plan solely by means of payroll deductions; provided, however, that to the extent  provided in the terms and conditions of an Offering, a Participant may also make contributions  through payment by cash or check prior to one or more Purchase Dates during the Offering.   Payroll deductions, subject to the provisions of Subsection (b) below or as otherwise provided  under the terms and conditions of an Offering, shall occur on each payday during participation in  the Plan.  (b) Amount of Payroll Deductions.  An Eligible Employee shall designate during the  enrollment process the portion of his or her Compensation that he or she elects to have withheld  for the purchase of Stock.  Such portion shall be a whole percentage of the Eligible Employee’s  Compensation, but not less than one percent (1%) nor more than fifteen percent (15%) (or such  lower rate of Compensation specified as the limit in the terms and conditions of the applicable  Offering).  (c) Changing Withholding Rate.  Unless otherwise provided under the terms and  conditions of an Offering, a Participant may not increase the rate of payroll withholding during  the Offering Period, but may discontinue or decrease the rate of payroll withholding during the  Offering Period to a whole percentage of his or her Compensation in accordance with such  procedures and subject to such limitations as the Company may establish for all Participants.  A  Participant may also increase or decrease the rate of payroll withholding effective for a new  Offering Period by submitting an authorization to change the payroll deduction rate pursuant to  the process prescribed by the Company from time to time.  The new withholding rate shall be a  whole percentage of the Eligible Employee’s Compensation consistent with Subsection (b)  above.  (d) Discontinuing Payroll Deductions.  If a Participant wishes to discontinue  employee contributions entirely, he or she may do so by withdrawing from the Plan pursuant to  





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  6    Section 6(a).  In addition, employee contributions may be discontinued automatically pursuant to  Section 9(b).  SECTION 6 Withdrawal from the Plan.  (a) Withdrawal.  A Participant may elect to withdraw from the Plan by giving notice  pursuant to the process prescribed and communicated by the Company from time to time.  Such  withdrawal may be elected at any time before the last day of an Offering Period, except as  otherwise provided in the Offering.  In addition, if payment by cash or check is permitted under  the terms and conditions of an Offering, Participants may be deemed to withdraw from the Plan  by declining or failing to remit timely payment to the Company for the shares of Stock.  As soon  as reasonably practicable thereafter, payroll deductions shall cease and the entire amount  credited to the Participant’s Plan Account shall be refunded to him or her in cash, without  interest.  No partial withdrawals shall be permitted.   (b) Re-enrollment After Withdrawal.  A former Participant who has withdrawn from  the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b).  Re- enrollment may be effective only at the commencement of an Offering Period.  SECTION 7 Change in Employment Status.  (a) Termination of Employment.  Termination of employment as an Eligible  Employee for any reason, including death, shall be treated as an automatic withdrawal from the  Plan under Section 6(a).  A transfer from one Participating Company to another shall not be  treated as a termination of employment.  (b) Leave of Absence.  For purposes of the Plan, employment shall not be deemed to  terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of  absence, if the leave was approved by the Company in writing.  Employment, however, shall be  deemed to terminate three (3) months after the Participant goes on a leave, unless a contract or  statute guarantees his or her right to return to work.  Employment shall be deemed to terminate in  any event when the approved leave ends, unless the Participant immediately returns to work.  (c) Death.  In the event of the Participant’s death, the amount credited to his or her  Plan Account shall be paid to the Participant’s estate.  SECTION 8 Plan Accounts and Purchase of Shares.  (a) Plan Accounts.  The Company shall maintain a Plan Account on its books in the  name of each Participant.  Whenever an amount is deducted from the Participant’s Compensation  under the Plan, such amount shall be credited to the Participant’s Plan Account.  Amounts  credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s  general assets and applied to general corporate purposes.  No interest shall be credited to Plan  Accounts.  





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  7    (b) Purchase Price.  The Purchase Price for each share of Stock purchased during an  Offering Period shall be the lesser of:  (i) eighty-five percent (85%) of the Fair Market Value of such share on the  Purchase Date; or  (ii) eighty-five percent (85%) of the Fair Market Value of such share on the  Offering Date.  The Committee may specify for an alternate Purchase Price amount or formula in the  terms and conditions of an Offering, but in no event may such amount or formula result in a  Purchase Price less than that calculated pursuant to the immediately preceding formula.  (c) Number of Shares Purchased.  As of each Purchase Date, each Participant shall be  deemed to have elected to purchase the number of shares of Stock calculated in accordance with  this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in  accordance with Section 6(a).  The amount then in the Participant’s Plan Account shall be  divided by the Purchase Price, and the number of shares that results shall be purchased from the  Company with the funds in the Participant’s Plan Account.  Unless provided otherwise by the  Committee prior to the commencement of an Offering, in no event will a Participant be eligible  to purchase during any Offering Period that number of whole shares of Stock determined by  dividing $25,000 by the Fair Market Value of a share of Stock on the first date of such Offering  Period (subject to any adjustment pursuant to Section 14(b) hereof).  The foregoing  notwithstanding, no Participant shall purchase more than such number of shares of Stock as may  be determined by the Committee with respect to the Offering Period, or Purchase Period, if  applicable, nor more than the amounts of Stock set forth in Sections 9(b) and 14(a).  For each  Offering Period and, if applicable, Purchase Period, the Committee shall have the authority to  establish additional limits on the number of shares purchasable by all Participants in the  aggregate.  (d) Available Shares Insufficient.  In the event that the aggregate number of shares  that all Participants elect to purchase during an Offering Period exceeds the maximum number of  shares remaining available for issuance under Section 14(a), or which may be purchased  pursuant to any additional aggregate limits imposed by the Committee, then the number of shares  to which each Participant is entitled shall be determined by multiplying the number of shares  available for issuance by a fraction, the numerator of which is the number of shares that such  Participant has elected to purchase and the denominator of which is the number of shares that all  Participants have elected to purchase.   (e) Issuance of Stock.  Certificates representing the shares of Stock purchased by a  Participant under the Plan shall be issued to him or her as soon as reasonably practicable after the  applicable Purchase Date, except that the Company may determine that such shares shall be held  for each Participant’s benefit by a broker designated by the Company.  Shares may be registered  in the name of the Participant or jointly in the name of the Participant and his or her spouse as  joint tenants with right of survivorship or as community property.  





 






  1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  8    (f) Unused Cash Balances.  An amount remaining in the Participant’s Plan Account  that represents the Purchase Price for any fractional share shall be carried over in the  Participant’s Plan Account to the next Offering Period or refunded to the Participant in cash at  the end of the Offering Period, without interest, if his or her participation is not continued.  Any  amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole  shares that could not be purchased by reason of Subsection (c) or (d) above, Section 9(b) or  Section 14(a) shall be refunded to the Participant in cash, without interest.  (g) Stockholder Approval.  The Plan shall be submitted to the stockholders of the  Company for their approval within twelve (12) months after the date the Plan is adopted by the  Board. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased  under the Plan unless and until the Company’s stockholders have approved the adoption of the  Plan.  SECTION 9 Limitations on Stock Ownership.  (a) Five Percent Limit.  Any other provision of the Plan notwithstanding, no  Participant shall be granted a right to purchase Stock under the Plan if such Participant,  immediately after his or her election to purchase such Stock, would own stock possessing five  percent (5%) or more of the total combined voting power or value of all classes of stock of the  Company or any parent or Subsidiary of the Company.  For purposes of this Subsection (a), the  following rules shall apply:  (i) Ownership of stock shall be determined after applying the attribution rules  of section 424(d) of the Code;  (ii) Each Participant shall be deemed to own any stock that he or she has a  right or option to purchase under this or any other plan; and  (iii) Each Participant shall be deemed to have the right to purchase up to the  maximum number of shares of Stock that may be purchased by a Participant under the  Plan under the individual limit specified pursuant to Section 8(c) with respect to each  Offering Period.  (b) Dollar Limit.  Any other provision of the Plan notwithstanding, no Participant  shall accrue the right to purchase Stock at a rate which exceeds twenty-five thousand dollars  ($25,000) of Fair Market Value of such Stock per calendar year (under the Plan and all other  employee stock purchase plans of the Company or any parent or Subsidiary of the Company),  determined in accordance with the provisions of Section 423(b)(8) of the Code and applicable  Treasury Regulations promulgated thereunder.  For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined  as of the beginning of the Offering Period in which such Stock is purchased.  Employee stock  purchase plans not described in Section 423 of the Code shall be disregarded.  If a Participant is  precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her  employee contributions shall automatically be discontinued and shall resume at the beginning of  





 






1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  9 the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible  Employee).  SECTION 10 Rights Not Transferable.  The rights of any Participant under the Plan, or any Participant’s interest in any Stock or  moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary  or involuntary assignment or by operation of law, or in any other manner other than by the laws  of descent and distribution.  If a Participant in any manner attempts to transfer, assign or  otherwise encumber his or her rights or interest under the Plan, other than by the laws of descent  and distribution, then such act shall be treated as an election by the Participant to withdraw from  the Plan under Section 6(a).  SECTION 11 No Rights as An Employee.  Nothing in the Plan or in any right granted under the Plan shall confer upon the  Participant any right to continue in the employ of a Participating Company for any period of  specific duration or interfere with or otherwise restrict in any way the rights of the Participating  Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate  his or her employment at any time and for any reason, with or without cause.  SECTION 12 No Rights as A Stockholder.  A Participant shall have no rights as a stockholder with respect to any shares of Stock that  he or she may have a right to purchase under the Plan until such shares have been purchased on  the applicable Purchase Date.  SECTION 13 Securities Law Requirements.  Shares of Stock shall not be issued under the Plan unless the issuance and delivery of  such shares comply with (or are exempt from) all applicable requirements of law, including  (without limitation) the Securities Act of 1933, as amended, the rules and regulations  promulgated thereunder, state securities laws and regulations, and the regulations of any stock  exchange or other securities market on which the Company’s securities may then be traded.  SECTION 14 Stock Offered Under the Plan.  (a) Authorized Shares.  The maximum aggregate number of shares of Stock available for purchase under the Plan is eight hundred thousand (800,000) shares plus an annual increase  to be added on the first day of each of the Company’s fiscal years for a period of up to ten years,  beginning with the fiscal year that begins January 1, 2022, equal to the least of (i) one percent  (1%) of the outstanding shares of Stock on such date, (ii) four hundred thousand (400,000)  shares, or (iii) a lesser amount determined by the Committee or Board.  The aggregate number of  shares available for purchase under the Plan (and the limit in clause ii to the annual increase  thereto) shall at all times be subject to adjustment pursuant to Section 14(b).  





 






1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  10 (b) Antidilution Adjustments.  The aggregate number of shares of Stock offered under the Plan, the individual and aggregate Participant share limitations described in Section  8(c) and the price of shares that any Participant has elected to purchase shall be adjusted  proportionately by the Committee in the event of any change in the number of issued shares of  Stock (or issuance of shares other than Common Stock) by reason of any forward or reverse  share split, subdivision or consolidation, or share dividend or bonus issue, recapitalization,  reclassification, merger, amalgamation, consolidation, split-up, spin-off, reorganization,  combination, exchange of shares of Stock, the issuance of warrants or other rights to purchase  shares of Stock or other securities, or any other change in corporate structure or in the event of  any extraordinary distribution (whether in the form of cash, shares of Stock, other securities or  other property).  (c) Reorganizations.  Any other provision of the Plan notwithstanding, in the event of a Corporate Reorganization in which the Plan is not assumed by the surviving corporation or its  parent corporation pursuant to the applicable plan of merger or consolidation, the Offering  Period then in progress shall terminate immediately prior to the effective time of such Corporate  Reorganization and either shares shall be purchased pursuant to Section 8 or, if so determined by  the Board or Committee, all amounts in all Participant Accounts shall be refunded pursuant to  Section 15 without any purchase of shares.  The Plan shall in no event be construed to restrict in  any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or  other reorganization.  SECTION 15 Amendment or Discontinuance.  The Board or Committee shall have the right to amend, suspend or terminate the Plan at  any time and without notice. Upon any such amendment, suspension or termination of the Plan  during an Offering Period, the Board or Committee may in its discretion determine that the  applicable Offering shall immediately terminate and that all amounts in the Participant Accounts  shall be carried forward into a payroll deduction account for each Participant under a successor  plan, if any, or promptly refunded to each Participant.  Except as provided in Section 14, any  increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject  to approval by a vote of the stockholders of the Company.  In addition, any other amendment of  the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent  required by an applicable law or regulation. The Plan shall continue until the earlier to occur of  (a) termination of the Plan pursuant to this Section 15 or (b) issuance of all of the shares of Stock reserved for issuance under the Plan. 





 






1STDIBS.COM, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN  11 SECTION 16 Execution.  To record the adoption of the Plan by the Board, the Company has caused its authorized  officer to execute the same.  1STDIBS.COM, INC.  By: /s/ David Rosenblatt  Name:  David Rosenblatt  Title:    Chief Executive Officer