ex103-amendedandrestated






    Exhibit 10.3  SEAGEN INC.   AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN  Adopted by the Board of Directors: November 16, 2000  Approved by the Stockholders: February 14, 2001  Amended and Restated by the Board of Directors: February 1, 2011   Amended and Restated by the Board of Directors: February 11, 2011   Approved by the Stockholders: May 20, 2011  Amended and Restated by the Board of Directors: February 9, 2015  Approved by the Stockholders: May 15, 2015  Amended and Restated by the Board of Directors: November 11, 2016  Amended and Restated by the Board of Directors: March 21, 2019  Approved by the Stockholders: May 20, 2019  Amended and Restated by the Board: March 12, 2021    The following constitute the provisions of the Amended and Restated 2000 Employee Stock  Purchase Plan of Seagen Inc.  1. Purpose. The purpose of the Plan is to provide eligible employees of the Company and its  Designated Corporations with an opportunity to purchase Common Stock of the Company. The Company  intends for the Plan to have two components: a component intended to qualify as an employee stock  purchase plan within the meaning of Section 423 of the Code (the “423 Component”) and a component  that is not intended to qualify as an employee stock purchase plan under Section 423 of the Code (the  “Non-423 Component”). The provisions of the 423 Component will be interpreted so as to extend and  limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of  Section 423 of the Code. The provisions of the Non-423 Component shall be subject to rules, procedures,  or sub-plans adopted by the Administrator from time to time for compliance with local tax, securities,  exchange control, privacy and other laws that apply to Offerings under the Plan by Designated  Corporations domiciled outside of the United States. Except as specifically set forth in the Plan or  provided by action of the Administrator, the Non-423 Component will operate and be administered in the  same manner as the 423 Component.  2. Definitions.  (a) “Administrator” means the Board or its Committee.  (b) “Affiliate” means any entity, whether now or hereafter existing, that is directly or  indirectly controlled by the Company which does not meet the definition of a Subsidiary  below, as determined by the Administrator, and which may participate only in an Offering  under the Non-423 Component of the Plan.  (c) “Applicable Laws” means the requirements relating to the administration of equity-based  awards and the related issuance of Shares under state corporate laws, United States federal  and state securities laws, the Code, any stock exchange or quotation system on which the  Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction  where options are, or will be, granted under the Plan.  (d) “Board” means the Board of Directors of the Company.  (e) “Code” means the United States Internal Revenue Code of 1986, as amended.  Reference  to a specific section of the Code or United States Treasury Regulation thereunder will  include such section or regulation, any valid regulation or other official applicable  





 






2  guidance promulgated under such section, and any comparable provision of any future  legislation or regulation amending, supplementing or superseding such section or  regulation.  (f) “Common Stock” means the Common Stock of the Company.  (g) “Company” means Seagen Inc., a Delaware corporation.  (h) “Committee” means a committee of one (1) or more members of the Board to whom  authority has been delegated by the Board in accordance with Section 14(c).  (i) “Compensation” means total cash compensation received by an Employee from the  Company or a Designated Corporation. By way of illustration, but not limitation,  Compensation includes regular compensation such as salary, wages, overtime, shift  differentials, bonuses (other than bonuses offered in connection with, and as an  inducement for, the commencement of employment), commissions and incentive  compensation, but excludes relocation payments or reimbursements, expense  reimbursements, tuition or other reimbursements, automobile allowances, housing  allowances, cash payments in lieu of sick or vacation time benefits and income realized as  a result of participation in any stock option, stock purchase, or similar plan of the  Company or any Designated Corporation. The Administrator shall have discretion to  determine the application of this definition to Employees outside the United States.  (j) “Continuous Status as an Employee” means the absence of any interruption or  termination of service as an Employee. Continuous Status as an Employee shall not be  considered interrupted in the case of (i) sick leave; (ii) military leave; (iii) any other leave  of absence approved by the Company, provided that such leave is for a period of not more  than 90 days, unless reemployment upon the expiration of such leave is guaranteed by  contract or statute, or unless provided otherwise pursuant to Company policy adopted from  time to time or required under Applicable Laws; or (iv) in the case of transfers between  locations of the Company or between the Company and Designated Corporations.  (k) “Contributions” means the amount contributed by a Participant through payroll  deductions or other means as may be permitted or required by the Administrator, and other  additional payments that the Administrator may permit a Participant to make to fund the  exercise of options granted pursuant to the Plan.  (l) “Corporate Transaction” means any of the following, unless the Board provides  otherwise: (i) an acquisition of the Company by another entity by means of any transaction  or series of related transactions (including, without limitation, any reorganization, merger  or consolidation but excluding any merger effected exclusively for the purpose of  changing the domicile of the Company), (ii) a sale of all or substantially all of the assets of  the Company, so long as in either (i) or (ii) above, the Company’s stockholders of record  immediately prior to such transaction will, immediately after such transaction, hold less  than fifty percent (50%) of the voting power of the surviving or acquiring entity or  (iii) any other event specified by the Board; provided, however, that no Corporate  Transaction (or any analogous term) shall be deemed to occur upon announcement or  commencement of a tender offer or upon a “potential” takeover or upon shareholder  approval of a merger or other transaction, in each case without a requirement that the  Corporate Transaction actually occur.  (m) “Designated Corporation” means the Company and any present or future Subsidiary or  Affiliate that is designated by the Administrator, from time to time in its sole discretion, as  





 






3  eligible to participate in the Plan. For purposes of the 423 Component, only the Company  and its Subsidiaries may be Designated Corporations, provided, however, that at any given  time, a Subsidiary that is a Designated Corporation under the 423 Component will not be a  Designated Corporation under the Non-423 Component. Unless otherwise determined by  the Administrator, the term “Designated Corporation” shall include any corporation into  which a Designated Corporation may be merged or consolidated or to which all or  substantially all of its assets may be transferred.  (n) “Director” means a member of the Board.  (o) “Employee” means each Employee (within the meaning of Section 423(b)(1) of the Code)  of a Designated Corporation. For purposes of clarity, the term “Employee” shall not  include the following, regardless of any subsequent reclassification as an employee by the  Company or a Designated Corporation, any governmental agency, or any court: (i) any  independent contractor; (ii) any consultant; (iii) any individual performing services for the  Company or a Designated Corporation who has entered into an independent contractor or  consultant agreement with the Company or a Designated Corporation; (iv) any individual  performing services for the Company or a Designated Corporation under an independent  contractor or consultant agreement, a purchase order, a supplier agreement or any other  agreement that the Company or a Designated Corporation enters into for services; (v) any  individual classified by the Company or a Designated Corporation as contract labor (such  as contractors, contract employees, job shoppers), regardless of length of service; (vi) any  individual whose base wage or salary is not processed for payment by the payroll  department(s) or payroll provider(s) of the Company or a Designated Corporation; and  (vii) any leased employee.  Further, service solely as a Director, or payment of a fee for  such services, shall not cause a Director to be considered an “Employee” for purposes of  the Plan.  The Administrator shall have exclusive discretion to determine whether an  individual is an Employee for purposes of the Plan.  (p) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.  (q) “Offering” means an offer under the Plan of an option that may be exercised during an  Offering Period as further described in Section 4. Unless otherwise specified by the  Administrator, each Offering under the Plan to the Employees of the Company or a  Designated Corporation shall be deemed a separate Offering, 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).  (r) “Offering Date” means the first business day of each Offering Period of the Plan.  (s) “Offering Period” means a period of approximately six (6) months commencing on or  about February 1 and August 1 of each year (or at such other time or times as may be  determined by the Board of Directors) pursuant to Section 4 below.  (t) “Officer” means a person who is an officer of the Company within the meaning of  Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.  (u) “Participant” means an Employee who enrolls in the Plan.  (v) “Plan” means this Amended and Restated 2000 Employee Stock Purchase Plan.  





 






4  (w) “Purchase Date” means the last day of each Offering Period of the Plan.  (x) “Purchase Price” means with respect to an Offering Period an amount equal to 85% of  the Fair Market Value (as defined in Section 7(b) below) of a Share of Common Stock on  the Offering Date or on the Purchase Date, whichever is lower.  (y) “Securities Act” means the United States Securities Act of 1933, as amended.  (z) “Share” means a share of Common Stock, as adjusted in accordance with Section 19 of  the Plan.  (aa) “Subsidiary” means a corporation, domestic or foreign, as such term is defined in  Section 424(f) of the Code, whether or not such corporation now exists or is hereafter  organized or acquired by the Company or a Subsidiary.  (bb) “Tax-Related Items” Any income tax, social insurance, payroll tax, payment on account  or other tax-related items arising in relation to the Participant’s participation in the Plan.  (cc) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of  Common Stock are listed, including the Nasdaq Global Select Market, the Nasdaq Global  Market, or the Nasdaq Capital Market, is open for trading.  3. Eligibility  (a) Any person who has been an Employee for a continuous period of at least thirty (30) days  ending on the Offering Date of a given Offering Period (or such other period of time as may be  determined by the Administrator in its discretion) shall be eligible to participate in such Offering Period,  subject to any limitations under Section 423 of the Code or adopted by the Administrator pursuant to  subsections (b) through (d) hereof.  Separate Offerings apply to each Designated Corporation and an  Employee is only eligible to participate in the Offering made available to Employees of the Designated  Corporation which is the employer of such Employee.  (b) An Employee who works for a Designated Corporation and is a citizen or resident of a  jurisdiction other than the United States (without regard to whether such individual also is a citizen or  resident of the United States or is a resident alien 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  Employee 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 under the Section 423 Component of the Plan  to violate Section 423 of the Code. In the case of an Offering under the Non-423 Component of the Plan,  an Employee (or group of Employees) may be excluded from participation in the Plan or an Offering if  the Administrator has determined, in its sole discretion, that participation of such Employee(s) is not  advisable or practicable for any reason.   (c) The Administrator, in its discretion, from time to time may, prior to an Offering Period  for all options to be granted in an Offering, determine on a uniform and nondiscriminatory basis that the  definition of Employee will or will not include an individual if he or she: (a) has not completed at least  two (2) years of service since his or her last hire date (or such lesser period of time as may be determined  by the Administrator in its discretion), (b) customarily works not more than twenty (20) hours per week  (or such lesser period of time as may be determined by the Administrator in its discretion), (c)  customarily works not more than five (5) months per calendar year (or such lesser period of time as may  be determined by the Administrator in its discretion), (d) is a highly compensated employee within the  meaning of Section 414(q) of the Code, or (e) 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  





 






5  respect to each Offering in an identical manner to all highly compensated individuals of the Designated  Corporation whose employees are participating in that Offering.  (d) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be  granted an option under the Plan (i) if, 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 stock possessing five percent  (5%) or more of the total combined voting power or value of all classes of stock of the Company or of  any subsidiary of the Company, or (ii) if such option would permit his or her rights to purchase stock  under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its  Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of the Fair  Market Value (as defined in Section 7(b) below) of such stock (determined on the Offering Date of such  option) for each calendar year in which such option is outstanding at any time.   4. Offering Periods.  (a) Offering Periods. The Plan shall be implemented by a series of Offering Periods of  approximately six (6) months duration, with new Offering Periods commencing on or about February 1  and August 1 of each year (or at such other time or times as may be determined by the Board ). The Plan  shall continue until terminated in accordance with Section 21 hereof. The Board shall have the power to  establish additional or alternative sequential or overlapping Offering Periods, a different duration for one  or more Offering Periods or different commencement or ending dates for such Offering Periods with  respect to future Offerings without shareholder approval, provided, however, that no Offering Period may  have a duration exceeding twenty-seven (27) months. Notwithstanding the foregoing, if any Offering  Date falls on a day that is not a Trading Day, then such Offering Date shall instead fall on the next  subsequent Trading Day.    (b) Purchase Dates. The Purchase Date of an Offering Period commencing on February 1  shall be the next July 31 and the Purchase Date of an Offering Period commencing on August 1 shall be  the next January 31. The Board shall have the power to change the frequency of Purchase Dates with  respect to future purchases without stockholder approval. Notwithstanding the foregoing, if any Purchase  Date falls on a day that is not a Trading Day, then such Purchase Date shall instead fall on the  immediately preceding Trading Day.  5. Participation.  (a) An eligible Employee may become a Participant in the Plan by completing the  electronic enrollment process designated by the Company (or other such enrollment process as the  Company may designated) during the open enrollment period prescribed by the Company. The enrollment  process shall require the Participant to specify the whole percentage of the Participant’s Compensation  (subject to Section 6 below) to be paid as Contributions pursuant to the Plan. Once an Employee  affirmatively enrolls in an Offering Period and authorizes payroll deductions (if contributing via payroll  deductions), the Employee automatically shall be enrolled for all subsequent Offering Periods until he or  she elects to withdraw from an Offering Period pursuant to Section 11 or terminates his or her  participation in the Plan.  (b) Payroll deductions, if applicable, shall commence on the first payroll paid following the  Offering Date and shall end on the last payroll paid on or prior to the Purchase Date to which the election  is applicable, unless sooner terminated by the Participant as provided in Section 11.  





 






6  6. Method of Payment For Purchase of Shares.  (a) This Plan shall be operated as a payroll deduction plan, except to the extent the  Administrator determines that Contributions may be made in another form (including payment by check  at the end of an Offering Period or, due to local law requirements, in another form with respect to  categories of Participants outside the United States).  (b) A Participant shall elect to have payroll deductions made on each payday during an  Offering Period (or such other date as the Administrator may establish from time to time before an  Offering Date) in an amount not less than one percent (1%) and not more than twenty percent (20%) (or  such other maximum whole percentage as the Administrator may establish from time to time before an  Offering Date) of such Participant’s Compensation on each payday during the Offering Period. All  payroll deductions made by a Participant shall be credited to his or her account under the Plan. Once a  Participant is participating in the Plan on a payroll deduction basis, he or she may not make any additional  payments into such account.  Notwithstanding the foregoing or anything to the contrary herein, due to certain payroll deductions  and withholdings, a Participant’s Contributions on any payday during an Offering Period may be less than  the percentage of Compensation that the Participant elected to have contributed to the Plan on such  payday. On each payday during an Offering Period, a Participant’s Contributions shall be deducted from  the Participant’s Compensation after deducting any (i) amounts elected to be deferred by the Participant  under any qualified cash or deferred arrangement described in Section 401(k) of the Code or other  deferred compensation program or arrangement established by the Company or a Designated Corporation,  (ii) payments for coverage under any Company or Designated Corporation health insurance plan or other  employee benefit plan, (iii) contributions to any Company or Designated Corporation flexible spending  account plan, (iv) other pre-tax deductions, (v) other deductions designated by the Company or a  Designated Corporation, and (vi) applicable tax withholding. As a result, a Participant may not be able to  make Contributions on any payday during an Offering Period at the percentage of Compensation that the  Participant elected to have contributed to the Plan on such payday, and in such event, neither the  Company nor any Designated Corporation shall have the obligation to make up for any difference  between the Participant’s actual Contributions on such payday and the percentage of Compensation that  the Participant elected to have contributed to the Plan on such payday.  (c) A Participant may discontinue his or her participation in the Plan as provided in  Section 11 or, on one occasion only during an Offering Period may decrease the rate of his or her  Contributions with respect to the Offering Period to a rate not lower than one percent (1%), by  authorizing a change in the rate of Contributions in the manner designated in the Company’s electronic  ESPP interface (or such other enrollment process as the Company may designate from time to time). Any  change in the rate of Contributions pursuant to this Section 6(c) shall be effective as soon as  administratively possible, but in no event later than thirty (30) days after the date the change is  authorized.  A Participant may not increase the rate of his or her Contributions with respect to the  Offering Period during an Offering Period.   (d) Notwithstanding the foregoing, to the extent necessary to comply with  Section 423(b)(8) of the Code and Section 3(d), a Participant’s rate of Contributions may be decreased by  the Company to 0% at any time during an Offering Period. Contributions shall re-commence at the rate  provided in such Participant’s election at the beginning of the first Offering Period, which is scheduled to  end in the following calendar year, unless terminated by the Participant as provided in Section 11. In  addition, a Participant’s rate of Contributions may be decreased by the Company to 0% at any time during  an Offering Period in order to avoid unnecessary Contributions as a result of application of the maximum  share limit set forth in Section 7(a), or as a result of the limitations set forth in Section 3(d), in which case  





 






7  Contributions shall re-commence at the rate provided in such Participant’s election at the beginning of the  next Offering Period, unless terminated by the Participant as provided in Section 11.  7. Grant of Option.  (a) Subject to the final sentence of this Section 7(a), on the Offering Date of each  Offering Period, each eligible Employee participating in such Offering Period shall be granted an option  to purchase on each Purchase Date a number of Shares of the Company’s Common Stock determined by  dividing such Employee’s Contributions accumulated prior to such Purchase Date and retained in the  Participant’s account as of the Purchase Date by the applicable Purchase Price. Notwithstanding the  above, the maximum number of Shares an Employee may purchase during each Offering Period shall be  2,000 Shares (subject to any adjustment pursuant to Section 19 below), and provided further that such  purchase shall be subject to the limitations set forth in Sections 3(d) and 13.  (b) If the Common Stock is listed on any established stock exchange or traded on any  established market, the fair market value of the Company’s Common Stock on a given date (the “Fair  Market Value”) shall be the closing price of the Common Stock as quoted on such exchange or market (or  the exchange or market with the greatest volume of trading in the Common Stock) on the date of  determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the  Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair  Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last  preceding date for which such quotation exists. In the absence of such markets for the Common Stock, the  Fair Market Value shall be determined by the Board in good faith.  8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in Section 11,  his or her option for the purchase of Shares will be exercised automatically on each Purchase Date of an  Offering Period, and the maximum number of full Shares subject to the option will be purchased at the  applicable Purchase Price with the accumulated Contributions in his or her account. No fractional Shares  shall be issued. The Shares purchased upon exercise of an option hereunder shall be deemed to be  transferred to the Participant on the Purchase Date. During his or her lifetime, a Participant’s option to  purchase Shares hereunder is exercisable only by him or her.  9. Taxes.  At the time a Participant’s option is exercised, in whole or in part, or at the time a  Participant disposes of some or all of the Shares acquired under the Plan, the Participant shall make  adequate provision for any Tax-Related Items, to the extent applicable. In their sole discretion, the  Company or the Designated Corporation employing the Participant may satisfy their obligations to  withhold Tax-Related Items by (i) withholding from the Participant’s wages or other compensation, (ii)  withholding a sufficient whole number of Shares otherwise issuable following purchase having an  aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to  the Shares, as determined in accordance with generally accepted accounting principles, or (iii)  withholding from proceeds from the sale of Shares issued upon purchase, either through a voluntary sale  or a mandatory sale arranged by the Company.  10.  Delivery. As promptly as practicable after each Purchase Date of each Offering Period, the  Company shall arrange the delivery to each Participant, as appropriate, of the Shares purchased upon  exercise of his or her option. 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 Offering Period, subject to earlier withdrawal by the Participant  as provided in Section 11 below. Any other amounts left over in a Participant’s account after a Purchase  Date shall be returned to the Participant.  





 






8  11. Voluntary Withdrawal; Termination of Employment.  (a) A Participant may withdraw all but not less than all the Contributions credited to his or  her account under the Plan at any time prior to each Purchase Date by giving notice to the Company  through the Company’s electronic ESPP interface (or such other method as the Company may specify) at  least ten days prior to the Purchase Date (other by such other date as the Company may specify). All of  the Participant’s Contributions credited to his or her account will be paid to him or her promptly after  receipt of his or her notice of withdrawal and his or her option for the current period will be automatically  terminated, and no further Contributions for the purchase of Shares will be made during the Offering  Period.  (b) Upon termination of the Participant’s Continuous Status as an Employee prior to the  Purchase Date of an Offering Period for any reason, including retirement or death, the Contributions  credited to his or her account will be returned to him or her or, in the case of his or her death, to the  person or persons entitled thereto under Section 15, and his or her option will be automatically  terminated.  (c) If a Participant transfers from an Offering under the 423 Component of the Plan to an  Offering under the Non-423 Component due to a transfer of the Participant’s employment between  Designated Corporations, the exercise of the option will be qualified under the 423 Component only to  the extent that such exercise complies with Section 423 of the Code. If a Participant transfers from an  Offering under the Non-423 Component of the Plan to an Offering under the 423 Component, the  exercise of the right will remain non-qualified under the Non-423 Component.  (d) A Participant’s withdrawal from an Offering will not have any effect upon his or her  eligibility to participate in a succeeding Offering or in any similar plan which may hereafter be adopted  by the Company.  12. Interest. No interest shall accrue on the Contributions of a Participant in the Plan (except to the  extent required under Applicable Laws).  13.  Stock.  (a) Subject to adjustment as provided in Section 19, the maximum number of Shares which  shall be made available for sale under the Plan shall be 2,896,190 Shares. If any option granted under the  Plan shall for any reason terminate without having been exercised, the shares of Common Stock not  purchased under such option shall again become available for issuance under the Plan. If the Board  determines that, on a given Purchase 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 Offering Date of the applicable Offering Period, or (ii) the number of shares available for sale  under the Plan on such Purchase Date, the Board may in its sole discretion provide (x) that the Company  shall make a pro rata allocation of the Shares of Common Stock available for purchase on such Offering  Date or Purchase 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 Purchase Date, and continue all Offering Periods then in effect, or (y) that the  Company shall make a pro rata allocation of the shares available for purchase on such Offering Date or  Purchase 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 Purchase Date, and terminate any or all Offering Periods then in effect pursuant to Section 21 below.  The Company may make 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.  





 






9  (b) The Participant shall have no interest or voting right 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 will be registered in the name of  the Participant.  14.  Administration.  (a) The Board shall administer the Plan unless and until the Board delegates administration  of the Plan to a Committee or Committees, as provided in Section 14(c).  (b) The Board shall have the power, subject to, and within the limitations of, the express  provisions of the Plan:  (i) To determine how and when options to purchase Shares shall be granted and the  provisions of each Offering Period (which need not be identical).  (ii) To designate from time to time which Subsidiaries and Affiliates of the Company  shall be eligible to participate in the Plan.  (iii) To construe and interpret the Plan and options, and to establish, amend and  revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct  any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or  expedient to make the Plan fully effective.  (iv) To settle all controversies regarding the Plan and options granted under it,  including whether Employees shall be granted an option and participate in the 423 Component or the  Non-423 Component of the Plan, and which entities shall be Designated Corporations for participation in  the 423 Component or the Non-423 Component of the Plan,.  (v) To amend, suspend or terminate the Plan at any time as provided in Section 21.  (vi) Generally, to exercise such powers and to perform such acts as it deems  necessary or expedient to promote the best interests of the Company and its Subsidiaries and Affiliates  and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.  (vii) Notwithstanding any provision to the contrary in this Plan, the Board may adopt  rules or procedures relating to the operation and administration of the Plan to accommodate the specific  requirements of local laws and procedures for jurisdictions outside of the United States.  Without limiting  the generality of the foregoing, the Board specifically is authorized to adopt rules, procedures and sub- plans, which, for purposes of the Non-423 Component, may be outside of the scope of Section 423 of the  Code, regarding, without limitation, eligibility to participate, the definition of Compensation, the dates  and duration of Offering Periods or other periods during which Participants may make Contributions  toward the purchase of Shares, the method of determining the Purchase Price and the discount from Fair  Market Value at which Shares may be purchased, any minimum or maximum amount of Contributions a  Participant may make in an Offering Period or other specified period under the applicable sub-plan or  policy, the treatment of options upon a change in control or a change in capitalization of the Company,  the handling of Contributions, the 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 Share issuances and stock  certificates that vary with applicable local requirement.  





 






10  (c) The Board, to the extent not prohibited by Applicable Laws, may delegate some or  all of the administration of the Plan to a Committee or Committees. If administration is delegated to a  Committee, the Committee shall have, in connection with the administration of the Plan, the powers  theretofore possessed by the Board that have been delegated to the Committee, including the power to  delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and  references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject,  however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from  time to time by the Board. The Board may retain the authority to concurrently administer the Plan with  the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.  Whether or not the Board has delegated administration of the Plan to a Committee, the Board shall have  the final power to determine all questions of policy and expediency that may arise in the administration of  the Plan.  (d) All determinations, interpretations and constructions made by the Board in good faith  shall not be subject to review by any person and shall be final, binding and conclusive on all interested  persons.  15.  Designation of Beneficiary.  (a) A Participant may file a written designation of a beneficiary who is to receive any  Shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s  death subsequent to the end of an Offering Period but prior to delivery to him or her of such Shares and  cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash  from the Participant’s account under the Plan in the event of such Participant’s death prior to the Purchase  Date of an Offering Period. 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 (and his or her  spouse, if any) at any time by written notice. 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 Contributions 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) 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 in accordance with Section 11.  17. Use of Funds. All Contributions received or held by the Company under the Plan may be used  by the Company for any corporate purpose (except to the extent necessary to comply with Applicable  Laws), and the Company shall not be obligated to segregate such Contributions (except to the extent  necessary to comply with Applicable Laws). Proceeds from the sale of shares of Common Stock pursuant  to options granted under the Plan shall constitute general funds of the Company.  18. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of  account will be given to participating Employees at least annually, which statements will set forth the  amounts of Contributions, the per Share Purchase Price, the number of Shares purchased and the  remaining cash balance, if any.  





 






11  19. Adjustments Upon Changes in Capitalization; Corporate Transactions.  (a) Adjustment. Subject to any required action by the stockholders of the Company, the  number of Shares covered by each option under the Plan which has not yet been exercised and the number  of Shares which have been authorized for issuance under the Plan but have not yet been placed under  option (collectively, the “Reserves”), as well as the maximum number of shares of Common Stock which  may be purchased by a Participant in an Offering Period, the number of shares of Common Stock set forth  in Section 13(a) above, and the price per Share of Common Stock covered by each option under the Plan  which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the  number of issued Shares resulting from a stock split, reverse stock split, stock dividend, dividend in  property other than cash, liquidating dividend, combination, exchange or reclassification of the Common  Stock (including any such change in the number of Shares of Common Stock effected in connection with  a change in domicile of the Company), or any other increase or decrease in the number of Shares effected  without receipt of consideration by the Company (through merger, consolidation, reorganization,  recapitalization, change in corporate structure or other similar transaction); 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, whose determination in  that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue 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  subject to an option.  (b) Corporate Transactions. In the event of a dissolution or liquidation of the Company, any  Offering Period then in progress will terminate immediately prior to the consummation of such action,  unless otherwise provided by the Board. In the event of a Corporate Transaction, each option outstanding  under the Plan shall be assumed or an equivalent option shall be substituted by the successor corporation  or a parent or subsidiary of such successor corporation. In the event that the successor corporation refuses  to assume or substitute for outstanding options, the Offering Period then in progress shall be shortened  and a new Purchase Date shall be set (the “New Purchase Date”), as of which date the Offering Period  then in progress will terminate. The New Purchase Date shall be on or before the date of consummation  of the transaction and the Board shall notify each Participant in writing, at least ten (10) days prior to the  New Purchase Date, that the Purchase Date for his or her option has been changed to the New Purchase  Date and that his or her option will be exercised automatically on the New Purchase Date, unless prior to  such date he or she has withdrawn from the Offering Period as provided in Section 11. For purposes of  this Section 19, an option granted under the Plan shall be deemed to be assumed, without limitation, if, at  the time of issuance of the stock or other consideration upon a Corporate Transaction, each holder of an  option under the Plan would be entitled to receive upon exercise of the option the same number and kind  of shares of stock or the same amount of property, cash or securities as such holder would have been  entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to the  transaction, the holder of the number of Shares of Common Stock covered by the option at such time  (after giving effect to any adjustments in the number of Shares covered by the option as provided for in  this Section 19); provided however that if the consideration received in the transaction is not solely  common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the  Board may, with the consent of the successor corporation, provide for the consideration to be received  upon exercise of the option to be solely common stock of the successor corporation or its parent equal in  Fair Market Value to the per Share consideration received by holders of Common Stock in the  transaction.  The Board may, if it so determines in the exercise of its sole discretion, also make provision for  adjusting the Reserves, as well as the price per Share of Common Stock covered by each outstanding  option, in the event that the Company effects one or more reorganizations, recapitalizations, rights  





 






12  offerings or other increases or reductions of Shares of its outstanding Common Stock, and in the event of  the Company’s being consolidated with or merged into any other corporation.  20. Tax Qualification. Although the Company may endeavor to (i) qualify an option for favorable  tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid  adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to  that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment,  notwithstanding anything to the contrary in this Plan. The Company shall be unconstrained in its  corporate activities without regard to any potential negative tax impact on Participants under the Plan.  21.  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, no such termination of the Plan may affect options previously granted, provided  that the Plan or an Offering Period may be terminated by the Board on a Purchase Date or by the Board’s  setting a new Purchase Date with respect to an Offering Period then in progress if the Board determines  that termination of the Plan and/or the Offering Period is in the best interests of the Company and the  stockholders. Except as provided in Section 19 and in this Section 21, no amendment to the Plan shall  make any change in any option previously granted which adversely affects the rights of any Participant.  In addition, to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or under  Section 423 of the Code with respect to the 423 Component (or any successor rule or provision or any  applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to  such a degree as so required.  (b) Without stockholder consent and without regard to whether any Participant rights may be  considered to have been adversely affected, the Administrator 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  Administrator determines in its sole discretion advisable which are consistent with the Plan.  22. 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.  23. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan, unless  there is an available exemption from any registration, qualification or other legal requirement applicable  to the Shares, the Company will not be required to deliver any Shares issuable upon exercise of an option  under the Plan prior to the completion of any registration or qualification of the Shares under any local,  state, federal or foreign securities or exchange control law or under rulings or regulations of any  governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state,  federal or foreign governmental agency, which registration, qualification or approval the Administrator  shall, in its absolute discretion, deem necessary or advisable. The Company is under no obligation to  register or qualify the Shares with any state or foreign securities commission, or to seek approval or  clearance from any governmental authority for the issuance or sale of the Shares.  If, pursuant to this  Section 23, the Administrator determines that the Shares will not be issued to any Participant, any  Contributions credited to such Participant’s account will be promptly refunded, without interest, to the  Participant, without any liability to the Company or any of its Subsidiaries or Affiliates.   





 






13  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 Applicable Laws.  24.  Effective Date. The Plan originally became effective on May 20, 2011.  This amendment and  restatement of the Plan is effective March 12, 2021.  25.  Miscellaneous Provisions.  (a) A Participant shall not be deemed to be the holder of, or to have any of the rights of a  holder with respect to, Shares subject to options unless and until the Participant’s Shares acquired upon  exercise of options under the Plan are recorded in the books of the Company (or its transfer agent).  (b) The Plan does not constitute an employment contract. Nothing in the Plan shall in any  way alter the at will nature of an Employee’s employment or be deemed to create in any way whatsoever  any obligation on the part of any Employee to continue in the employ of the Company or a Subsidiary or  Affiliate, or on the part of the Company or a Subsidiary or Affiliate to continue the employment of an  Employee.  (c) The provisions of the Plan shall be governed by the laws of the State of Washington  without resort to that state’s conflicts of laws rules.