2007 Employee Stock Purchase Plan and Related Agreements



 Exhibit 10.6 
 IMPERIUM RENEWABLES, INC. 
 2007 Employee Stock Purchase Plan 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page
	1.	  	Establishment, Purpose and Term of Plan	  	1
				
		  	1.1	  	Establishment	  	1
		  	1.2	  	Purpose	  	1
		  	1.3	  	Term of Plan	  	1
			
	2.	  	Definitions and Construction	  	1
				
		  	2.1	  	Definitions	  	1
		  	2.2	  	Construction	  	5
			
	3.	  	Administration	  	5
				
		  	3.1	  	Administration by the Committee	  	5
		  	3.2	  	Authority of Officers	  	6
		  	3.3	  	Policies and Procedures Established by the Company	  	6
		  	3.4	  	Indemnification	  	6
			
	4.	  	Shares Subject to Plan	  	7
				
		  	4.1	  	Maximum Number of Shares Issuable	  	7
		  	4.2	  	Adjustments for Changes in Capital Structure	  	7
			
	5.	  	Eligibility	  	8
				
		  	5.1	  	Employees Eligible to Participate	  	8
		  	5.2	  	Exclusion of Certain Shareholders	  	8
		  	5.3	  	Determination by Company	  	8
			
	6.	  	Offerings	  	8
			
	7.	  	Participation in the Plan	  	9
				
		  	7.1	  	Initial Participation	  	9
		  	7.2	  	Continued Participation	  	9
			
	8.	  	Right to Purchase Shares	  	10
				
		  	8.1	  	Grant of Purchase Right	  	10
		  	8.2	  	Calendar Year Purchase Limitation	  	10
			
	9.	  	Purchase Price	  	10
			
	10.	  	Accumulation of Purchase Price through Payroll Deduction	  	11
				
		  	10.1	  	Amount of Payroll Deductions	  	11
		  	10.2	  	Commencement of Payroll Deductions	  	11
		  	10.3	  	Election to Decrease or Stop Payroll Deductions	  	11
		  	10.4	  	Administrative Suspension of Payroll Deductions	  	11
		  	10.5	  	Participant Accounts	  	12

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	10.6	  	No Interest Paid	  	12
			
	11.	  	Purchase of Shares	  	12
				
		  	11.1	  	Exercise of Purchase Right	  	12
		  	11.2	  	Pro Rata Allocation of Shares	  	13
		  	11.3	  	Delivery of Certificates	  	13
		  	11.4	  	Return of Plan Account Balance	  	14
		  	11.5	  	Tax Withholding	  	14
		  	11.6	  	Expiration of Purchase Right	  	14
		  	11.7	  	Provision of Reports and Shareholder Information to Participants	  	14
			
	12.	  	Withdrawal from Plan	  	14
				
		  	12.1	  	Voluntary Withdrawal from the Plan	  	14
		  	12.2	  	Return of Plan Account Balance	  	15
			
	13.	  	Termination of Employment or Eligibility	  	15
			
	14.	  	Effect of Change in Control on Purchase Rights	  	15
			
	15.	  	Nontransferability of Purchase Rights	  	15
			
	16.	  	Compliance with Securities Law	  	16
			
	17.	  	Rights as a Shareholder and Employee	  	16
			
	18.	  	Legends	  	16
			
	19.	  	Notification of Disposition of Shares	  	17
			
	20.	  	Designation of Beneficiary	  	17
				
		  	20.1	  	Designation Procedure	  	17
		  	20.2	  	Absence of Beneficiary Designation	  	17
			
	21.	  	Notices	  	17
			
	22.	  	Amendment or Termination of the Plan	  	18

  

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 IMPERIUM RENEWABLES, INC. 
 2007 Employee Stock Purchase Plan 
 1. ESTABLISHMENT,
PURPOSE AND TERM OF PLAN. 
 1.1 Establishment. The
Imperium Renewables, Inc. 2007 Employee Stock Purchase Plan (the “Plan”) is hereby established effective as of the effective date of the initial registration by the Company of its Stock under Section 12 of
the Securities Exchange Act of 1934, as amended (the “Effective Date”). 
 1.2 Purpose. The
purpose of the Plan is to advance the interests of the Company and its shareholders by providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and by motivating such persons to contribute to the
growth and profitability of the Participating Company Group. The Plan provides such Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Company intends that the Plan qualify as
an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 
 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee. 
 2. DEFINITIONS AND CONSTRUCTION. 
 2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the same definition
herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a)
“Board” means the Board of Directors of the Company. 
 (b) “Cash Exercise
Notice” means a written notice in such form as specified by the Company which states a Participant’s election to exercise, as of the next Purchase Date, a Purchase Right granted to such Participant with respect to a
Pre-Registration Offering Period. 
 (c) “Change in Control” means the occurrence of any of the
following: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the
Company’s then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) an acquisition by any such person who on the
Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, 
  

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 including, without limitation, a public offering of securities, (3) any acquisition by the Company, (4) any
acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as
their ownership of the voting securities of the Company; or 
 (ii) an Ownership Change Event or series of related Ownership Change Events
(collectively, a “Transaction”) in which the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(o)(iii), the entity to which
the assets of the Company were transferred (the “Transferee”), as the case may be; or 
 (iii) a
liquidation or dissolution of the Company; 
 provided, however, that a Change in Control shall be deemed not to include a transaction described in
subsections (i) or (ii) of this Section 2.1(c) in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of
Incumbent Directors. 
 For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest
resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business
entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

 (d) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder. 
 (e) “Committee” means the Compensation Committee and such other committee
or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If at any time there is no committee of the Board then authorized or properly constituted to
administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 
 (f) “Company” means Imperium Renewables, Inc., a Washington corporation, or any successor corporation thereto.

 (g) “Compensation” means, with respect to any Offering Period, base salary, overtime, bonuses and
commissions. Compensation shall be limited to amounts actually payable in cash directly to the Participant, provided however, that Compensation shall include, unless otherwise provided below, amounts voluntarily deferred by a Participant to a plan
described in Section 401(k) of the Code, Section 125 of the Code, or a nonqualified deferred compensation plan maintained primarily for the benefit of a select group of management or 
  

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 highly paid employees (a “Top-Hat Plan”). Compensation shall not include any amounts required by
the Company to be deferred to a Top-Hat Plan, any Participating Company discretionary contribution to a Top-Hat Plan, other incentive payments, shift premiums, long-term disability, workers’ compensation, moving allowances, payments pursuant to
a severance agreement, termination pay, relocation payments, sign-on bonuses, expense reimbursements, the cost of employee benefits paid by a Participating Company, tuition reimbursements, imputed income arising under any benefit program,
contributions made by a Participating Company under any employee benefit plan, income directly or indirectly received pursuant to the Plan or any other stock purchase or stock option plan, or any other compensation not included in base salary,
overtime, bonuses and commissions. 
 (h) “Eligible Employee” means an Employee who meets the
requirements set forth in Section 5 for eligibility to participate in the Plan. 
 (i) “Employee”
means a person treated as an employee of a Participating Company for purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation
employing the Participant ceasing to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while on any military leave, sick leave, or other bona fide leave of absence approved by
the Company of ninety (90) days or less. If an individual’s leave of absence exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the ninety-first (91st) day of such leave unless the
individual’s right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. 
 (j)
“Fair Market Value” means, as of any date: 
 (i) If the Stock is then listed on a national or regional
securities exchange or market system or is regularly quoted by a recognized securities dealer, the closing sale price of a share of Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted on the national
or regional securities exchange or market system constituting the primary market for the Stock, or by such recognized securities dealer, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system or has been quoted by such securities dealer, the date on which the Fair Market Value is established shall be the last day on which the
Stock was so traded or quoted prior to the relevant date, or such other appropriate day as determined by the Board, in its discretion. 
 (ii) If, on the relevant date, the Stock is not then listed on a national or regional securities exchange or market system or regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Stock shall be as
determined in good faith by the Board. 
 (iii) Notwithstanding the foregoing, if the initial Offering Period commences on the Effective
Date, then the Fair Market Value of a share of Stock on such date shall be deemed to be the public offering price set forth in the final prospectus filed with the 

  

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Securities and Exchange Commission in connection with the Company’s initial public offering of the Stock. 
 (k) “Incumbent Director” means a director who either (i) is a member of the Board as of the Effective Date or
(ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but who was not elected or nominated in connection with an actual
or threatened proxy contest relating to the election of directors of the Company. 
 (l) “Offering”
means an offering of Stock pursuant to the Plan, as provided in Section 6. 
 (m) “Offering Date”
means, for any Offering Period, the first day of such Offering Period. 
 (n) “Offering Period” means
a period, established by the Committee in accordance with Section 6, during which an Offering is outstanding. 
 (o)
“Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the
shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of
the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). 
 (p)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 (q) “Participant” means an Eligible Employee who has become a participant in an Offering Period in accordance with
Section 7 and remains a participant in accordance with the Plan. 
 (r) “Participating Company”
means the Company and any Parent Corporation or Subsidiary Corporation designated by the Board as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Board shall have the sole and absolute discretion to
determine from time to time which Parent Corporations or Subsidiary Corporations shall be Participating Companies. 
 (s)
“Participating Company Group” means, at any point in time, the Company and all other corporations collectively which are then Participating Companies. 
 (t) “Pre-Registration Offering Period” means an Offering Period commencing prior to the Registration Date with
respect to the shares of Stock issuable pursuant to such Offering Period. 
 (u) “Purchase Date”
means, for any Offering Period, the last day of such Offering Period, or, if so determined by the Committee, the last day of each Purchase Period occurring within such Offering Period. 
  

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 (v) “Purchase Period” means a period, established by the Committee
in accordance with Section 6, included within an Offering Period and on the final date of which outstanding Purchase Rights are exercised. 
 (w) “Purchase Price” means the price at which a share of Stock may be purchased under the Plan, as determined in accordance with Section 9. 
 (x) “Purchase Right” means an option granted to a Participant pursuant to the Plan to purchase such shares of
Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises from the right of a Participant to withdraw any payroll deductions or other funds
accumulated on behalf of the Participant and not previously applied to the purchase of Stock under the Plan, and to terminate participation in the Plan at any time during an Offering Period. 
 (y) “Registration Date” means the effective date of the registration on Form S-8 of shares of Stock issuable
pursuant to the Plan. 
 (z) “Section 409A” means Section 409A of the Code and all
applicable guidance promulgated thereunder. 
 (aa) “Securities Act” means the Securities Act of 1933,
as amended. 
 (bb) “Stock” means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2. 
 (cc) “Subscription Agreement” means a written agreement in such
form as specified by the Company, stating an Employee’s election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee’s Compensation or other method of payment authorized by the Committee pursuant
to Section 11.1(c). 
 (dd) “Subscription Date” means the last business day prior to the Offering
Date of an Offering Period or such earlier date as the Company shall establish. 
 (ee) “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
 2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 3. ADMINISTRATION. 
 3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan,
or of any Purchase Right 
  

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 shall be determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons
having an interest in the Plan or the Purchase Right, unless fraudulent or made in bad faith. Subject to the provisions of the Plan, the Committee shall determine all of the relevant terms and conditions of Purchase Rights; provided, however, that
all Participants granted Purchase Rights pursuant to an Offering shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code. Any and all actions, decisions and determinations taken or made by the Committee in
the exercise of its discretion pursuant to the Plan or any agreement thereunder (other than determining questions of interpretation pursuant to the second sentence of this Section 3.1) shall be final, binding and conclusive upon all persons
having an interest therein. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. The Company intends for this Plan to be exempt from the substantive requirements of Section 409A which would
generally be applicable to nonqualified deferred compensation plans, and this Plan shall be construed and interpreted accordingly. The Company intends for this Plan to be administered and operated, with respect to any Offering Period and unless
otherwise provided by the Committee, as a noncompensatory employee share purchase plan for financial accounting purposes, and this Plan shall be construed and interpreted accordingly. 
 3.2 Authority of Officers. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the officer has apparent authority with respect to such matter, right, obligation, determination or election. 

3.3 Policies and Procedures Established by the Company. Without regard to whether any Participant’s Purchase Right may be considered
adversely affected, the Company may, from time to time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its discretion, for the proper administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount required for participation in an Offering, (b) a limitation on the frequency or
number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio applicable to amounts withheld or paid in a currency other than United States dollars, (d) a payroll deduction greater than or less than
the amount designated by a Participant in order to adjust for the Company’s delay or mistake in processing a Subscription Agreement or in otherwise effecting a Participant’s election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code, and (e) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan. All such actions by the Company shall be
taken consistent with the requirement under Section 423(b)(5) of the Code that all Participants granted Purchase Rights pursuant to an Offering shall have the same rights and privileges within the meaning of such section. 
 3.4 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers
or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be
indemnified by the Company against all 
  

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 reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of
any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of
such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
 4. SHARES SUBJECT TO PLAN. 
 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be five hundred thousand (500,000), cumulatively
increased on January 1, 2008 and on each subsequent January 1, through and including January 1, 2017, by a number of shares (the “Annual Increase”) equal to the lesser of (a) one percent
(1.0%) of the number of shares of Stock issued and outstanding on the immediately preceding December 31, (b) one hundred thousand (100,000) shares or (c) an amount determined by the Board, and shall consist of authorized but
unissued or reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares of Stock allocable to the unexercised portion of that Purchase Right shall again be
available for issuance under the Plan. 
 4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the
shareholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the
shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares
subject to the Plan, the Annual Increase, the limit on the shares which may be purchased by any Participant during an Offering (as described in Sections 8.1 and 8.2) and each Purchase Right, and in the Purchase Price in order to prevent
dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”
If a majority of the shares which are of the same class as the shares that are subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another
corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are for New Shares. In the event of any such amendment, the number of
shares subject to, and the exercise price per share of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional 
  

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 share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number,
and in no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and
conclusive. 
 5. ELIGIBILITY. 
 5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible to participate in the Plan and shall be deemed an
Eligible Employee, except the following: 
 (a) Any Employee who is customarily employed by the Participating Company Group for twenty
(20) hours or less per week; or 
 (b) Any Employee who is customarily employed by the Participating Company Group for not more than
five (5) months in any calendar year. 
 5.2 Exclusion of Certain Shareholders. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be treated as an Eligible Employee and granted a Purchase Right under the Plan if, immediately after such grant, the Employee would own or hold options to purchase stock of the Company or of any Parent Corporation or
Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance with Section 423(b)(3) of the Code. For purposes of this
Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Employee. 
 5.3 Determination by Company. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee or an Eligible Employee and the effective date of such
individual’s attainment or termination of such status, as the case may be. For purposes of an individual’s participation in or other rights, if any, under the Plan as of the time of the Company’s determination of whether or not the
individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary
determination as to such individual’s status as an Employee. 
 6.
OFFERINGS. 
 The Plan shall be implemented by sequential Offerings
of approximately six (6) months duration or such other duration as the Committee shall determine. However, the initial Offering Period shall commence on the Effective Date and end on or about December 31, 2007, provided that the Committee
may establish different commencement or ending dates. Subsequent Offering Periods shall commence on or about January 1 and July 1 of each year and end on or about the last day of the next June and December, respectively, occurring
thereafter. Notwithstanding the foregoing, the Committee may establish additional or alternative sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or different commencing or ending dates for such
Offering Periods; provided, however, that no Offering Period may have a duration exceeding fourteen (14) months or such lesser number as 
  

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 determined by the Committee to ensure that the Plan be exempt from the substantive requirements of Section 409A. If
the Committee shall so determine in its discretion, each Offering Period may consist of two (2) or more consecutive Purchase Periods having such duration as the Committee shall specify, and the last day of each such Purchase Period shall be a
Purchase Date. If the first or last day of an Offering Period or a Purchase Period is not a day on which the principal stock exchange or market system on which the Stock is then listed is open for trading, the Company shall specify the trading day
that will be deemed the first or last day, as the case may be, of the Offering Period or Purchase Period. 
 7.
PARTICIPATION IN THE PLAN. 
 7.1 Initial
Participation. 
 (a) Generally. Except as provided in Section 7.1(b), an Eligible Employee may become a Participant in an
Offering Period by delivering a properly completed written or electronic Subscription Agreement to the office designated by the Company not later than the close of business for such office on the Subscription Date established by the Company for that
Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement to the Company’s designated office on or before the Subscription Date for an Offering Period shall not participate in the Plan for that
Offering Period or for any subsequent Offering Period unless the Eligible Employee subsequently delivers a properly completed Subscription Agreement to the appropriate office of the Company on or before the Subscription Date for such subsequent
Offering Period. An Employee who becomes an Eligible Employee after the Offering Date of an Offering Period shall not be eligible to participate in that Offering Period but may participate in any subsequent Offering Period provided the Employee is
still an Eligible Employee as of the Offering Date of such subsequent Offering Period. 
 (b) Automatic Participation in Pre-Registration
Offering Period. Notwithstanding Section 7.1(a), each Employee who is an Eligible Employee as of the Offering Date of a Pre-Registration Offering Period shall automatically become a Participant in the Pre-Registration Offering Period and
shall be granted automatically a Purchase Right consisting of an option to purchase the lesser of (a) a number of whole shares of Stock determined in accordance with Section 8 or (b) a number of whole shares of Stock determined by
dividing fifteen percent (15%) of such Participant’s Compensation paid during the Pre-Registration Offering Period by the Purchase Price applicable to the Pre-Registration Offering Period. The Company shall not require or permit any
Participant to deliver a Subscription Agreement for participation in the Pre-Registration Offering Period; provided, however, that following the applicable Registration Date a Participant may deliver a Subscription Agreement to the office designated
by the Company if the Participant wishes to change the terms of the Participant’s participation in the Pre-Registration Offering Period. Such changes may include, for example, an election to commence payroll deductions in accordance with
Section 10. 
 7.2 Continued Participation. 
 (a) Generally. Except as provided in Section 7.2(b), a Participant shall automatically participate in the next Offering Period commencing immediately after the final Purchase Date of each Offering Period
in which the Participant participates provided that 
  

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 the Participant remains an Eligible Employee on the Offering Date of the new Offering Period and has not either
(a) withdrawn from the Plan pursuant to Section 12.1 or (b) terminated employment or otherwise ceased to be an Eligible Employee as provided in Section 13. A Participant who may automatically participate in a subsequent Offering
Period, as provided in this Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement
for a subsequent Offering Period in accordance with the procedures set forth in Section 7.1(a) if the Participant desires to change any of the elections contained in the Participant’s then effective Subscription Agreement. 
 (b) Participation Following Pre-Registration Offering Period. Notwithstanding Section 7.2(a), an Eligible Employee who was automatically
enrolled in a Pre-Registration Offering Period and who wishes to participate in an Offering Period which begins after the Pre-Registration Offering Period shall deliver a Subscription Agreement in accordance with Section 7.1(a) no earlier than
the applicable Registration Date and no later than the Subscription Date for such Offering Period, unless such Employee was a Participant in the Pre-Registration Offering Period who delivered a Subscription Agreement with respect to the
Pre-Registration Offering Period as provided in Section 7.1(b). 
 8. RIGHT TO
PURCHASE SHARES. 
 8.1 Grant of Purchase Right. Except as provided in
Section 7.1 with respect to a Pre-Registration Offering Period or as otherwise provided below, on the Offering Date of each Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of
an option to purchase the lesser of (a) that number of whole shares of Stock determined by dividing the Dollar Limit (determined as provided below) by the Fair Market Value of a share of Stock on such Offering Date or (b) Share Limit
(determined as provided below). The Committee may, in its discretion and prior to the Offering Date of any Offering Period, (i) change the method of, or any of the foregoing factors in, determining the number of shares of Stock subject to
Purchase Rights to be granted on such Offering Date or (ii) specify a maximum aggregate number of shares that may be purchased by all Participants in an Offering or on any Purchase Date within an Offering Period. No Purchase Right shall be
granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee. For the purposes of this Section, the “Dollar Limit” shall be determined by multiplying $2,083.33 by the number of months
(rounded to the nearest whole month) in the Offering Period and rounding to the nearest whole dollar, and the “Share Limit” shall be determined by multiplying 500 shares by the number of months (rounded to the nearest whole
month) in the Offering Period and rounding to the nearest whole share. 
 8.2 Calendar Year Purchase Limitation. Notwithstanding any
provision of the Plan to the contrary, no Participant shall be granted a Purchase Right which permits his or her right to purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such Participant’s rights to
purchase shares under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other limit, if
any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding sentence, the Fair Market Value of shares 
  

 10 








 purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The
limitation described in this Section shall be applied in conformance with applicable regulations under Section 423(b)(8) of the Code. 
 9. PURCHASE PRICE. 
 The Purchase Price at which each share of Stock may
be acquired in an Offering Period upon the exercise of all or any portion of a Purchase Right shall be established by the Committee; provided, however, that the Purchase Price on each Purchase Date shall not be less than eighty-five percent
(85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. Subject to adjustment as provided below or in
Section 22 and unless otherwise provided by the Committee, the Purchase Price for each Offering Period shall be ninety-five percent (95%) of the Fair Market Value of a share of Stock on the Purchase Date. 
 10. ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL
DEDUCTION. 
 Except as provided in Section 11.1(b) with respect to a Pre-Registration Offering
Period and in Section 11.1(c) with respect to non-United States Participants for whom payroll deductions are prohibited by applicable law, shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid
for only by means of payroll deductions from the Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted, subject to the following: 
 10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be deducted under the Plan from a Participant’s
Compensation on each pay day during an Offering Period shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall set forth the percentage of the Participant’s Compensation to be deducted on each pay
day during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of an election pursuant to Section 10.3 to stop payroll deductions effective following the first pay day during an Offering) or more
than fifteen percent (15%). The Committee may change the foregoing limits on payroll deductions effective as of any Offering Date. 
 10.2
Commencement of Payroll Deductions. Payroll deductions shall commence on the first pay day following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein; provided,
however, that with respect to a Pre-Registration Offering Period, payroll deductions shall commence as soon as practicable following the Company’s receipt of the Participant’s Subscription Agreement (delivered no earlier than the
applicable Registration Date), if any. 
 10.3 Election to Decrease or Stop Payroll Deductions. During an Offering Period, a
Participant may elect to decrease the rate of or to stop deductions from his or her Compensation by delivering to the Company’s designated office an amended Subscription Agreement authorizing such change on or before the “Change Notice
Date.” The “Change Notice Date” shall be a date prior to the beginning of the first pay period for which such election is to be effective as established by the Company from time to time and announced to the

  

 11 








 Participants. A Participant who elects, effective following the first pay day of an Offering Period, to decrease the rate
of his or her payroll deductions to zero percent (0%) shall nevertheless remain a Participant in such Offering Period unless the Participant withdraws from the Plan as provided in Section 12.1. 
 10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole discretion, suspend a Participant’s payroll deductions
under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to purchase the maximum number of shares of Stock permitted (a) under the Participant’s
Purchase Right or (b) during a calendar year under the limit set forth in Section 8.2. Unless the Participant has either withdrawn from the Plan as provided in Section 12.1 or has ceased to be an Eligible Employee, payroll deductions
shall be resumed at the rate specified in the Participant’s then effective Subscription Agreement either (i) at the beginning of the next Offering Period if the reason for suspension was clause (a) in the preceding sentence or
(ii) at the beginning of the next Offering Period having a first Purchase Date that falls within the subsequent calendar year if the reason for suspension was clause (b) in the preceding sentence. 
 10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each Participant. All payroll deductions from a
Participant’s Compensation (and other amounts received from the Participant in a Pre-Registration Offering Period pursuant to Section 11.1(b) or a non-United States Participant pursuant to Section 11.1(c)) shall be credited to such
Participant’s Plan account and shall be deposited with the general funds of the Company. All such amounts received or held by the Company may be used by the Company for any corporate purpose. 
 10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s Compensation pursuant to the Plan or otherwise
credited to the Participant’s Plan account. 
 11. PURCHASE OF
SHARES. 
 11.1 Exercise of Purchase Right. 
 (a) Generally. Except as provided in Section 11.1(b) and Section 11.1(c), on each Purchase Date of an Offering Period, each Participant
who has not withdrawn from the Plan and whose participation in the Offering has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s Purchase Right the number of whole
shares of Stock determined by dividing (a) the total amount of the Participant’s payroll deductions accumulated in the Participant’s Plan account during the Offering Period and not previously applied toward the purchase of Stock by
(b) the Purchase Price. However, in no event shall the number of shares purchased by the Participant during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock shall be purchased
on a Purchase Date on behalf of a Participant whose participation in the Offering or the Plan has terminated before such Purchase Date. 
  

 12 








 (b) Purchase in Pre-Registration Period. Notwithstanding Section 11.1(a), on the Purchase
Date of a Pre-Registration Offering Period, each Participant who has not withdrawn from the Plan and whose participation in such Offering Period has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the
exercise of the Participant’s Purchase Right (i) a number of whole shares of Stock determined in accordance with Section 11.1(a) to the extent of the total amount of the Participant’s payroll deductions accumulated in the
Participant’s Plan account during the Pre-Registration Offering Period, if any, and not previously applied toward the purchase of Stock and (ii) such additional shares of Stock (not exceeding in the aggregate the Participant’s
Purchase Right) as determined in accordance with a Cash Exercise Notice delivered to the office designated by the Company no earlier than the applicable Registration Date and not later than the close of business for such office on the business day
immediately preceding the Purchase Date or such earlier date as the Company shall establish, accompanied by payment of the Purchase Price for such additional shares in cash or by check. However, in no event shall the number of shares purchased by a
Participant during the Pre-Registration Offering Period exceed the number of shares subject to the Participant’s Purchase Right. In addition, if a Participant delivers a Subscription Agreement to the Company after the applicable Registration
Date, the Participant may not elect to exercise a Purchase Right pursuant to a Cash Exercise Notice in an amount which, when aggregated with payroll deductions pursuant to such Subscription Agreement, exceeds fifteen percent (15%) of the
Participant’s Compensation during the Pre-Registration Offering Period. The Company shall refund to the Participant in accordance with Section 11.4 any excess Purchase Price payment received from the Participant. 
 (c) Purchase by Non-United States Participants for Whom Payroll Deduction Are Prohibited by Applicable Law. Notwithstanding Section 11.1(a),
where payroll deductions on behalf of Participants who are residents for income tax purposes of countries other than the United States are prohibited by applicable law (each, a “non-United States Participant”),
the Committee shall provide another method for payment of the Purchase Price of the shares with such terms and conditions as shall be administratively convenient and comply with applicable law. On each Purchase Date of an Offering Period, each such
non-United States Participant who has not withdrawn from the Plan and whose participation in such Offering Period has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s
Purchase Right (i) a number of whole shares of Stock determined in accordance with Section 11.1(a) to the extent of the total amount of the Participant’s Plan account balance accumulated during the Offering Period in accordance with
the method established by the Committee and not previously applied toward the purchase of Stock. However, in no event shall the number of shares purchased by a non-United States Participant during the Offering Period exceed the number of shares
subject to the Participant’s Purchase Right. The Company shall refund to the non-United States Participant in accordance with Section 11.4 any excess Purchase Price payment received from such Participant. 
 11.2 Pro Rata Allocation of Shares. If the number of shares of Stock which might be purchased by all Participants on a Purchase Date exceeds the
number of shares of Stock available in the Plan as provided in Section 4.1 or the maximum aggregate number of shares of Stock that may be purchased on such Purchase Date pursuant to a limit established by the Committee pursuant to
Section 8.1, the Company shall make a pro rata allocation of the shares available in as uniform a manner as practicable and as the Company determines to be equitable. 

  

 13 








 
Any fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 
 11.3 Delivery of Certificates. As soon as practicable after each Purchase Date, the Company shall arrange the delivery to each Participant of a
certificate representing the shares acquired by the Participant on such Purchase Date; provided that the Company may deliver such shares to a broker designated by the Company that will hold such shares for the benefit of the Participant. Shares to
be delivered to a Participant under the Plan shall be registered in the name of the Participant, or, if requested by the Participant, in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the
Participant. 
 11.4 Return of Plan Account Balance. Any cash balance remaining in a Participant’s Plan account following any
Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the preceding sentence is less than the amount that would have been
necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in the Participant’s Plan account to be applied toward the purchase of shares of Stock in the subsequent Purchase Period or
Offering Period. 
 11.5 Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in part, or at the
time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local and foreign tax withholding obligations, if any, of the Participating
Company Group which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The Participating Company Group may, but shall not be obligated to, withhold from the Participant’s compensation the amount
necessary to meet such withholding obligations. 
 11.6 Expiration of Purchase Right. Any portion of a Participant’s Purchase
Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 
 11.7 Provision of Reports and Shareholder Information to Participants. Each Participant who has exercised all or part of his or her Purchase Right shall receive, as soon as practicable after the Purchase Date,
a report of such Participant’s Plan account setting forth the total amount credited to his or her Plan account prior to such exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the
cash balance, if any, remaining immediately after such purchase that is to be refunded or retained in the Participant’s Plan account pursuant to Section 11.4. The report required by this Section may be delivered in such form and by
such means, including by electronic transmission, as the Company may determine. In addition, each Participant shall be provided information concerning the Company equivalent to that information provided generally to the Company’s common
shareholders. 
 12. WITHDRAWAL FROM PLAN. 
 12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing and delivering to the Company’s designated office
a written or 
  

 14 








 electronic notice of withdrawal on a form provided by the Company for this purpose. Such withdrawal may be elected at any
time prior to the end of an Offering Period; provided, however, that if a Participant withdraws from the Plan after a Purchase Date, the withdrawal shall not affect shares of Stock acquired by the Participant on such Purchase Date. A Participant who
voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1.
The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file with the Company’s designated office for a reasonable period prior to the effectiveness of the Participant’s withdrawal.

 12.2 Return of Plan Account Balance. Upon a Participant’s voluntary withdrawal from the Plan pursuant to Section 12.1,
the Participant’s accumulated Plan account balance which has not been applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as practicable after the withdrawal, without the payment of any interest, and the
Participant’s interest in the Plan and the Offering shall terminate. Such amounts to be refunded in accordance with this Section may not be applied to any other Offering under the Plan. 
 13. TERMINATION OF EMPLOYMENT OR ELIGIBILITY.

 Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating Company Group for any reason, including
retirement, disability or death, or upon the failure of a Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall terminate immediately. In such event, the Participant’s Plan account balance which has
not been applied toward the purchase of shares shall, as soon as practicable, be returned to the Participant or, in the case of the Participant’s death, to the Participant’s beneficiary designated in accordance with Section 20, if
any, or legal representative, and all of the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this Section 13. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by satisfying the requirements of Sections 5 and 7.1. 
 14. EFFECT
OF CHANGE IN CONTROL ON PURCHASE RIGHTS. 
 In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or parent thereof, as the case may be (the “Acquiring Corporation”), may,
without the consent of any Participant, either assume or continue the Company’s rights and obligations under outstanding Purchase Rights or substitute substantially equivalent purchase rights for the Acquiring Corporation’s stock. If the
Acquiring Corporation elects not to assume or continue the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change in
Control specified by the Committee, but the number of shares of Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither assumed or continued by the Acquiring Corporation in connection with the Change
in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. 
  

 15 








 15. NONTRANSFERABILITY OF PURCHASE
RIGHTS. 
 Neither payroll deductions or other amounts credited to a Participant’s Plan account nor
a Participant’s Purchase Right may be assigned, transferred, pledged or otherwise disposed of in any manner other than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary designation pursuant to
Section 20 shall not be treated as a disposition for this purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the
Plan as provided in Section 12.1. A Purchase Right shall be exercisable during the lifetime of the Participant only by the Participant. 
 16. COMPLIANCE WITH SECURITIES LAW. 
 The
issuance of shares under the Plan shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. A Purchase Right may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed. In addition, no Purchase
Right may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the
opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. 
 17. RIGHTS AS A SHAREHOLDER AND
EMPLOYEE. 
 A Participant shall have no rights as a shareholder by virtue of the Participant’s
participation in the Plan until the date of the issuance of the shares purchased pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2. Nothing herein shall confer upon a
Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of the Participating Company Group to terminate the Participant’s employment at any time. 
  

 16 








 18. LEGENDS. 
 The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or
any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Stock issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company any and all
certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may
include but shall not be limited to the following: 
 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER
UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY
TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).” 
 19. NOTIFICATION OF DISPOSITION OF SHARES.

 The Company may require the Participant to give the Company prompt notice of any disposition of shares acquired by exercise of a Purchase
Right. The Company may require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant’s name (or, if elected by the Participant, in the
name of the Participant and his or her spouse but not in the name of any nominee) until the later of two years after the date of grant of such Purchase Right or one year after the date of exercise of such Purchase Right. The Company may direct that
the certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of disposition. 
 20. DESIGNATION OF BENEFICIARY. 
 20.1 Designation
Procedure. Subject to local laws and procedures, a Participant may file a written designation of a beneficiary who is to receive (a) shares and cash, if any, from the Participant’s Plan account if the Participant dies subsequent to a
Purchase Date but prior to delivery to the Participant of such shares and cash or (b) cash, if any, from the Participant’s Plan account if the Participant dies prior to the exercise of the Participant’s Purchase Right. If a married
Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. A Participant may change his or her beneficiary designation at any
time by written notice to the Company. 
 20.2 Absence of Beneficiary Designation. If a Participant dies without an effective
designation pursuant to Section 20.1 of a beneficiary who is living at the time of the 

  

 17 








 
Participant’s death, the Company shall deliver any shares or cash credited to the Participant’s Plan account to the Participant’s legal
representative or as otherwise required by applicable law. 
 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.
AMENDMENT OR TERMINATION OF THE PLAN. 
 The Committee may at any time amend, suspend or terminate the Plan, except that (a) no such amendment, suspension or termination shall affect Purchase Rights previously granted under the Plan unless expressly
provided by the Committee and (b) no such amendment, suspension or termination may adversely affect a Purchase Right previously granted under the Plan without the consent of the Participant, except to the extent permitted by the Plan or as may
be necessary to qualify the Plan as an employee stock purchase plan pursuant to Section 423 of the Code or to comply with any applicable law, regulation or rule. In addition, an amendment to the Plan must be approved by the shareholders of the
Company within twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of more shares than are then authorized for issuance under the Plan or would change the definition of the corporations that may be
designated by the Committee as Participating Companies. Notwithstanding the foregoing, in the event that the Committee determines that continuation of the Plan or an Offering would result in unfavorable financial accounting consequences to the
Company, the Committee may, in its discretion and without the consent of any Participant, including with respect to an Offering Period then in progress: (a) terminate the Plan or any Offering Period, (b) accelerate the Purchase Date of any
Offering Period, (c) reduce the discount or the method of determining the Purchase Price in any Offering Period (e.g., by determining the Purchase Price solely on the basis of the Fair Market Value on the Purchase Date), (d) reduce the
maximum number of shares of Stock that may be purchased in any Offering Period or (e) take any combination of the foregoing actions. 
 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Imperium Renewables, Inc. 2007 Employee Stock Purchase Plan as duly adopted by the Board on
                    , 2007. 
  

	
	  

	 Secretary



  

 18 








 PLAN HISTORY 
  

			
	May 22, 2007	  	Board adopts Plan with a reserve of 500,000 shares, cumulatively increased on January 1, 2008 and each subsequent January 1, through and including January 1, 2017 by a number of shares equal to
the lesser of (i) 1.0% of the number of shares of Stock issued and outstanding on the immediately preceding March 31, (ii) 100,000 shares or (ii) an amount determined by the Board.
		
	                    , 2007	  	Shareholders approve Plan.
		
	                    , 2007	  	Date on which initial Offering Period commenced.








 APPENDIX A 
 Participating Companies 
 Imperium Renewables, Inc. 
 Imperium Holdco I, LLC 
 NewRefCo Northwest Inc. 
 Seattle Biodiesel, LLC 
 Imperium Logistics, LLC 
 Imperium Renewables Hawaii LLC 
 Imperium Services LLC 
 Imperium Process Technologies, LLC 
 Imperium Grays Harbor, LLC 







 APPENDIX B 
 FORMS OF 
 SUBSCRIPTION AGREEMENT 
 AND 
 NOTICE OF WITHDRAWAL 







 IMPERIUM RENEWABLES, INC. 
 2007 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
 NAME (Please
print):                                       
                                        
                                        
                                        
                    
           (Last)                            
                                      (First) 
                                        
                       (Middle) 
  

	  ̈
	 Original application for the Offering Period beginning on (date):
                             


  

	  ̈
	 Decrease payroll deduction rate effective with the pay period beginning on or after (date):
                             


  

	  ̈
	 Stop payroll deductions effective with the pay period beginning on or after (date):
                             


  

	  ̈
	 Change of beneficiary. 


 I. SUBSCRIPTION 
 I elect to participate in the 2007 Employee Stock Purchase Plan (the
“Plan”) of Imperium Renewables, Inc. (the “Company”) and to subscribe to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan. Capitalized terms used in this
Subscription Agreement have the meanings assigned by the Plan. 
 I authorize payroll deductions of
             percent (in whole percentages, not less than 1%, unless an election to stop deductions is being made, and not more than 15%) of my Compensation on each pay day
throughout the Offering Period in accordance with the Plan. I understand that these payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable purchase price determined in accordance with the Plan. Except as
otherwise provided by the Plan, I will automatically purchase shares on each Purchase Date unless I withdraw from the Plan by giving written notice on a form provided by the Company or unless my eligibility or employment terminates. 
 I understand that any election I make is subject to the terms and conditions of the Plan and the Plan’s administrative practices and procedures.

 I understand that I will automatically participate in each subsequent Offering that commences immediately after the last day of an
Offering in which I am participating until I withdraw from the Plan by giving written notice on a form provided by the Company or my eligibility or employment terminates. 
 Shares I purchase under the Plan should be issued in the name(s) set forth below. (Shares may be issued in the participant’s name alone or together with the participant’s spouse as community property or in
joint tenancy.) 
 NAME(S) (please print):                                 
                                        
                                        
                                        
              
 ADDRESS:                                     
                                        
                                        
                                        
                                
 MY SOCIAL SECURITY NUMBER:                               
                                        
                                        
                                   
 I agree to make adequate provision for the federal, state, local and foreign tax withholding obligations, if any, which arise upon my purchase of shares
under the Plan and/or my disposition of shares. The Company may withhold from my compensation the amount necessary to meet such withholding obligations. 
  

 1 








 I agree that, unless otherwise permitted by the Company, until I dispose of shares I purchase under the
Plan, I will hold such shares in the name(s) entered above (and not in the name of any nominee) until the later of (i) two years after the first day of the Offering Period in which I purchased the shares and (ii) one year after the
Purchase Date on which I purchased the shares. This restriction only applies to the name(s) in which shares are held and does not affect my ability to dispose of Plan shares. 
 I agree that I will notify the Chief Financial Officer of the Company in writing within 30 days after any sale, gift, transfer or other disposition of
any kind prior to the end of the periods referred to in the preceding paragraph (a “Disqualifying Disposition”) of any shares I purchased under the Plan. If I do not respond within 30 days of the date of a Disqualifying Disposition Survey
delivered to me by certified mail, the Company is authorized to treat my nonresponse as my notice to the Company of a Disqualifying Disposition and to compute and report to the Internal Revenue Service the ordinary income I must recognize upon such
Disqualifying Disposition. 
 II. BENEFICIARY DESIGNATION 
 In the event of my death, I designate the following as my beneficiary to receive all payments and shares then due me under the Plan: 
  

							
	 BENEFICIARY’S NAME (please print):
	  	  

		  	(First)                    	  	 (Middle)
	  	(Last)

  

							
	RELATIONSHIP:
                                    	  	SOC. SEC. NO.:                                  
                                   
	
	ADDRESS:                                     
                                        
                                        
                                       
 

 If you are married and your beneficiary is someone other than your spouse, then your spouse must
sign and date this form as indicated below. If you are not married when you designate a beneficiary and you later become married, or if you later become married to a different person, the beneficiary designation previously made will be automatically
revoked. Payments and shares then due you upon your death will be delivered to your legal representative unless you have completed a new beneficiary designation and it is consented to by your then spouse. 
 III. CONSENT OF SPOUSE 
 I am the spouse of
                                        
         . I consent to the above designation of a beneficiary other than me to receive payments and shares due my spouse under the Plan. 
  

					
	 Date:
                            
	 		 	  

		 		 	Signature of Participant’s Spouse

 IV. PARTICIPANT DECLARATION 
 Any election I have made on this form revokes all prior elections with regard to this form. 
 I am familiar
with the provisions of the Plan and agree to participate in the Plan subject to all of its provisions. I understand that the Board of Directors of the Company reserves the right to terminate the Plan or to amend the Plan and my right to purchase
stock under the Plan to the extent provided by the Plan. I understand that the effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. 
  

					
	 Date:
                            
	 		 	  

		 		 	Signature of Participant

  

 2 








 IMPERIUM RENEWABLES, INC. 
 2007 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
 NAME (Please
print):                                       
                                        
                                        
                                        
                    
           (Last)                            
                                      (First) 
                                        
                       (Middle) 
 I elect to withdraw from the Imperium Renewables, Inc. 2007 Employee Stock Purchase Plan (the “Plan”) and the Offering which began on (date)
                             and in which I am participating (the “Current
Offering”). 
 I understand that I am terminating immediately my interest in the Plan and the Current Offering, and that no further
payroll deductions will be made (provided I have given sufficient notice before the next pay day). My payroll deductions not previously used to purchase shares will not be used to purchase shares in the Current Offering, but instead will be
paid to me as soon as practicable. I understand that I will not participate in the Plan unless I elect to become a participant in another Offering by filing a new Subscription Agreement with the Company. I understand that I will receive no interest
on the amounts paid to me from my Plan account, and that I may not apply such amounts to any other Offering under the Plan or any other employee stock purchase plan of the Company. I understand that any election I make is subject to the terms and
conditions of the Plan and the Plan’s administrative practices and procedures. 
  

					
	 Date:
                            
	 		 	Signature: