Exhibit 10.2


 


LIVERAMP HOLDINGS, INC. EMPLOYEE STOCK
PURCHASE PLAN


 


Amended and Restated as of May 17, 2022


 


This LiveRamp Holdings, Inc. Employee Stock
Purchase Plan (the “Plan”), previously known as the 2005 Stock Purchase Plan of LiveRamp Holdings, Inc. and the 2005
Stock Purchase Plan of Acxiom Corporation, was originally established by Acxiom Corporation (the predecessor of LiveRamp Holdings, Inc.)
to be effective as of August 3, 2005, or at such later time as the Plan was approved by the stockholders of Acxiom Corporation. The
Plan as restated herein shall be effective May 17, 2022, subject to approval by the stockholders of LiveRamp Holdings, Inc.
(the “Company”), and shall supersede any prior versions of the Plan.


 


1. Purpose


 


The purposes of the Plan are to provide a method
whereby employees of the Company or of any Qualified Subsidiary (as defined below), will have an opportunity to acquire a proprietary
interest in the Company through the purchase of Shares (as defined below) pursuant to a plan which is intended to qualify as an “employee
stock purchase plan” within the meeting of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
The provisions of the Plan shall be construed to extend and limit participation in a manner consistent with the requirements of Section 423
of the Code.


 


2. Definitions


 


(a) “Administrator”
shall mean the administrator of the Plan, as determined pursuant to Section 15 hereof.


 


(b) “Board” shall
mean the Board of Directors of the Company.


 


(c) “Brokerage Account”
shall be defined in accordance with Section 10.


 


(d) “Code” shall mean
the Internal Revenue Code of 1986, as amended, as currently in effect or as may be amended in the future.


 


(e) “Company” shall
mean LiveRamp Holdings, Inc., a Delaware corporation, and any successor by merger, consolidation or otherwise.


 


(f) “Compensation”
shall mean all base, straight-time gross earnings, commissions, and annual bonuses, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, and other compensation.


 


(g) “Effective Date”
shall mean December 1, 2020, subject to approval by the stockholders of the Company within twelve (12) months before or after
the date the Plan is adopted by the Board.


 


(h) “Eligible Employee”
shall mean an Employee of the Company or of a Qualified Subsidiary:


 


(i) who does not, immediately
after the option is granted, own stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or a Subsidiary (as determined under Section 423(b)(3) of the Code);


 


(ii) who is not an officer subject
to the disclosure requirements of section 16(a) of the Securities Exchange Act of 1934;


 


(iii) whose customary employment
is for at least twenty (20) hours per week; and


 


(iv) whose customary employment
is for at least five (5) months in any calendar year.


 


For purposes of clause (i), the rules of
Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership
of an individual, and stock which an Employee may purchase under outstanding rights or options shall be treated as stock owned by the
Employee. Notwithstanding the foregoing, to the extent there is any Employee who is not paid on the Company’s regular payroll system,
such Employee must be employed with the Company for two (2) years before becoming eligible to participate in the Plan. The preceding
sentence is not intended, and should not be construed, to expand the definition of Employee beyond those individuals who render services
for the Company within the meaning of Section 3401 of the Code. The Company may, from time to time, modify the definition of Eligible
Employee, provided that such modification shall neither permit nor deny participation in the Plan contrary to the requirements of the
Code (including, but not limited to, Section 423(b)(3), (4), (5), and (8) thereof).


 






    


     


    

 


(i) “Employee” shall
mean any person who renders services to the Company or a Subsidiary in the status of an employee within the meaning of Code Section 340l(c).
 “Employee” shall not include any director of the Company or a Subsidiary who does not render services to the Company or a
Subsidiary in the status of an employee within the meaning of Code Section 3401(c).


 


(j) “Fair Market Value”
shall mean, as of any date, the value of the Shares determined as follows:


 


(i) Where the Shares are not purchased
in the open market, the closing sales price per share of the Shares (or the closing bid price, if no such sales were reported) on the
New York Stock Exchange or such stock exchange or other national market system on which the Shares are listed or traded.


 


(ii) Where the Shares are purchased
in the open market, the average of the actual prices, if such actual prices vary, at which the Shares were purchased.


 


(iii) In the event that the foregoing
valuation methods are not practicable, such other reasonable valuation method as the Administrator shall, in its discretion, select and
apply in good faith as of such date.


 


(k) “Grant Date” shall
mean the first day of each Offering Period.


 


(l) “Offering Period”
shall mean, subject to Section 4, the six-month period commencing on the Grant Date and terminating on the Purchase Date. The duration
and timing of Offering Periods may be changed pursuant to Section 4 of the Plan.


 


(m) “Payroll Deduction Account”
shall be defined in accordance with Section 7.


 


(n) “Participating Employee”
shall mean an Employee who participates in the Plan.


 


(o) “Plan” shall mean
this LiveRamp Holdings, Inc. Employee Stock Purchase Plan.


 


(p) “Purchase Date”
shall mean the last day of each Offering Period. If the last day of any Offering Period falls on a day on which the New York Stock Exchange
or the national stock exchanges are not open for trading, the Purchase Date shall be the trading day immediately preceding the last day.
The timing of the Purchase Date may be changed pursuant to Section 4 of the Plan.


 


(q) “Purchase Price”
shall mean an amount equal to the lesser of (i) eighty-five percent (85%) (or such greater percentage as designated by the Board
or the Administrator) of the Fair Market Value of a Share on the Grant Date or (ii) eighty-five percent (85%) (or such greater percentage
as designated by the Board or the Administrator) of the Fair Market Value of a Share on the Purchase Date.


 


(r) “Qualified Subsidiary”
shall mean all Subsidiaries of the Company in existence as of the Effective Date or which may exist in the future. The Board or the Administrator
may initiate or terminate the designation of a Subsidiary as a Qualified Subsidiary without the approval of the stockholders of the Company.


 


(s) “Shares” shall
mean the common stock of the Company, $0.10 par value.


 


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


 


3. Eligibility


 


(a) Any Eligible Employee who
is employed by the Company or a Qualified Subsidiary on the first day of any Offering Period shall be eligible to participate in the Plan
during such Offering Period, subject to the requirements of Section 5 and the limitations imposed by Section 423(b) of
the Code.


 


(b) Each Employee who first becomes
an Eligible Employee subsequent to the first day of a given Offering Period will be eligible to become a Participating Employee in the
Plan on the first day of the first Offering Period following the day on which such person becomes an Eligible Employee, subject to the
requirements of Section 5 and the limitations imposed by Section 423(b) of the Code.


 






    


     


    

 


(c) No Eligible Employee shall
be granted an option under the Plan to the extent that his or her rights to purchase Shares under all Code Section 423 employee stock
purchase plans of the Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is
outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code and the Treasury
Regulations thereunder.


 


(d) As provided under Treasury
Regulation Section 1.421-l(h)(2), an employee on a leave of absence covered by the Family Medical Leave Act, the Uniformed Services
Employment and Reemployment Rights Act, or any similar statute or contract that provides for reemployment or continued employment rights
will be deemed to be continuously employed for purposes of this Plan.


 


4. Offering Periods


 


The Plan shall be implemented by consecutive Offering
Periods which shall continue until the Plan expires or is terminated in accordance with Section 20 hereof. Subject to Section 20,
Offering Periods shall be six months in duration, unless another period (not to exceed 27 months) is otherwise specified by the Administrator.
The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) and Purchase
Dates with respect to future offerings without stockholder approval.


 


5. Participation


 


(a) An Eligible Employee may become
a Participating Employee in the Plan as soon as administratively practicable following the completion of an enrollment form and the filing
of such form with the Company.


 


(b) Payroll deductions or contributions
for a Participating Employee shall commence on the first payroll following the first day of the Offering Period and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless terminated sooner by the Participating Employee as provided
in Section 11 hereof.


 


(c) During a leave of absence
approved by the Company or a Subsidiary and as long as the requirements of Treasury Regulation Section 1.421-l(h)(2) are met,
a Participating Employee may continue to participate in the Plan by making cash payments to the Company on each payday equal to the amount
of the Participating Employee’s payroll deductions or contributions under the Plan for the pay day immediately preceding the first
day of such Participating Employee’s leave of absence. If a leave of absence is unapproved or fails to meet the requirements of
Treasury Regulation Section 1.421-l(h)(2), the Participating Employee will automatically cease to participate in the Plan. In such
an event, the Company will automatically cease to deduct the Participating Employee’s payroll under the Plan. The Company will pay
to the Participating Employee his or her total payroll deductions for the Offering Period, in cash and in one lump sum, without interest,
as soon as practicable after the Participating Employee ceases to participate in the Plan.


 


(d) A Participating Employee’s
completion of an enrollment form will enroll such Participating Employee in the Plan for each successive and subsequent Offering Period
on the terms contained therein until the Participating Employee either submits a new enrollment form, withdraws from participation under
the Plan as provided in Section 11 hereof, or otherwise becomes ineligible to participate in the Plan.


 


6. Payroll Deductions and Contributions


 


(a) At the time a Participating
Employee files his or her enrollment form, he or she shall elect to have payroll deductions made on each payday during an Offering Period
in an amount not less than $25 and not more than $2,500 (or such other amounts as the Administrator may establish from time to time before
a Grant Date) of such participant’s Compensation on each payday during the Offering Period.


 


(b) Where payroll deductions are
not permitted in a country outside of the United States, a Participating Employee may elect to make contributions on each pay day during
any Offering Period in an amount not less than the foreign equivalent of $25 and not more than $2,500 (or such other amounts as the Administrator
may establish from time to time before a Grant Date) of such participant’s Compensation which he or she receives for the payroll
period immediately preceding the relevant the Offering Period.


 






    


     


    

 


(c) All payroll deductions and
contributions made for a Participating Employee shall be credited to his or her Payroll Deduction Account under the Plan. A Participating
Employee may not make any additional payments into such account.


 


(d) A Participating Employee may
discontinue his or her participation in the Plan as provided in Section 11 hereof, or may decrease the rate of, or suspend, his or
her payroll deductions or contributions during the Offering Period by completing a revised enrollment form authorizing such change and
filing it with the Company. Such change will become effective as soon as administratively practicable following the date the Company receives
the revised enrollment form, which may be during the subsequent Offering Period. An election to decrease payroll deductions or contributions
shall be permitted no more than once during each Offering Period, however, a Participating Employee may submit a subsequent election to
suspend such payroll deductions or contributions.


 


(e) Notwithstanding the foregoing,
to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof, a Participating Employee’s
payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period.


 


(f) A Participating Employee may
elect to increase his or her payroll deductions or contributions only with respect to subsequent Offering Periods. Such change will become
effective as soon as administratively practicable following the last day of the Offering Period in which the Company receives the revised
enrollment form.


 


(g) At the time the option is
exercised, or at the time some or all of the Shares issued under the Plan are disposed of, the Participating Employee must make adequate
provision for the Company’s or Subsidiary’s federal, national, state, local municipal, or other tax or Social Security withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Shares. At any time, the Company or any Subsidiary
may, but shall not be obligated to, withhold from the Participating Employee’s Compensation the amount necessary for the Company
or the Subsidiary to meet applicable withholding obligations, including any withholding required to make available to the Company any
tax deductions or benefits attributable to sale or early disposition of the Shares by a Participating Employee.


 


7. Payroll Deduction Account


 


The Company shall establish a “Payroll Deduction
Account” for each Participating Employee, and shall credit all payroll deductions and contributions made on behalf of each Participating
Employee pursuant to Section 6 to his or her Payroll Deduction Account.


 


8. Grant of Option


 


On the Grant Date of each Offering Period, each
Eligible Employee participating in such Offering Period shall be granted an option to purchase on each Purchase Date during such Offering
Period (at the applicable Purchase Price) up to a number of full Shares determined by dividing such Participating Employee’s payroll
deductions accumulated on such Purchase Date and retained in the Participating Employee’s Payroll Deduction Account as of the Purchase
Date by the applicable Purchase Price; provided, however, that in no event shall any Participating Employee purchase more than 2,500 Shares
during an Offering Period. Exercise of the option shall occur as provided in Section 9 hereof, unless the Participating Employee
has Withdrawn pursuant to Section 11 hereof or otherwise becomes ineligible to participate in the Plan. The option shall expire on
the last day of the Offering Period.


 


9. Exercise of Option


 


(a) By the Purchase Date, the
Company shall cause a statement of the balance in each Participating Employee’s Payroll Deduction Account to be forwarded to the
securities brokerage firm as set forth in Section 10 for purchase on his or her account of the number of Shares determined under
subparagraphs (b) and (c) of this Section.


 






    


     


    

 


(b) Unless a Participating Employee
Withdraws from the Plan as provided in Section 11 hereof or otherwise becomes ineligible to participate in the Plan, his or her option
for the purchase of Shares shall be exercised automatically on the Purchase Date, and the maximum number of full Shares subject to the
option shall be purchased for such Participating Employee at the applicable Purchase Price with the accumulated payroll deductions in
his or her account. No fractional Shares may be purchased. Any amount that is insufficient for the purchase of full Shares shall remain
in the Participating Employee’s Payroll Deduction Account, without any interest thereon, to be used toward the purchase of Shares
on subsequent Purchase Dates. During a Participating Employee’s lifetime, a Participating Employee’s option to purchase Shares
hereunder is exercisable only by him or her.


 


(c) If the Administrator 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 that were available for sale under the Plan on the first day of the applicable Offering Period, or (ii) the number of shares
available for sale under the Plan on such Purchase Date, the Administrator shall allocate the available Shares among such Participating
Employees in as uniform a manner as shall be practicable. The balance of the amount credited to the account of each Participating Employee
which has not been applied to the purchase of Shares shall be paid to such Participating Employee in one lump sum in cash as soon as reasonably
practicable after the Purchase Date, without any interest thereon.


 


10. Brokerage Accounts


 


By enrolling in the Plan, each Eligible Employee
shall be deemed to have authorized the establishment of a “Brokerage Account” on his or her behalf at a securities brokerage
firm to be selected from time to time by the Administrator. The Brokerage Account shall be governed by, and shall be subject to, the terms
and conditions of this Plan and of a written


 


agreement between the Company and the securities
brokerage firm and, if applicable, the Participating Employee and the securities brokerage firm. As promptly as practicable after each
Purchase Date on which a purchase of Shares occurs, the Company may arrange for the deposit into each Participating Employee’s Brokerage
Account of the number of Shares purchased upon exercise of his or her option. Shares purchased on behalf of any Participating Employee
pursuant to the Plan shall be held in the Participating Employee’s Brokerage Account in his or her name.


 


11. Withdrawal


 


(a) A Participating Employee may
withdraw all but not less than all of the payroll deductions or contributions credited to his or her Payroll Deduction Account and not
yet used to exercise his or her option under the Plan by giving written notice to the Company at least fifteen (15) days before the
Purchase Date (“Withdraw” or “Withdrawal”). All of the Participating Employee’s payroll deductions or contributions
credited to his or her account during the Offering Period shall be paid to such Participating Employee as soon as practicable after receipt
of the notice of Withdrawal. Thereafter, such Participating Employee’s option for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participating Employee Withdraws
from an Offering Period, payroll deductions or contributions shall not resume at the beginning of any succeeding Offering Periods unless
the Participating Employee delivers to the Company a new enrollment form; provided, however, that any Eligible Employee who is deemed
to be an “executive officer” of the Company as defined by Section 16b-3 of the Securities Exchange Act of 1934 shall
not renew his or her participation in the Plan until at least six (6) months have elapsed since the date of Withdrawal.


 


(b) A Participating Employee’s
Withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company or in succeeding Offering Periods.


 






    


     


    

 


12. Termination of Employment


 


Upon (i) a Participating Employee’s
ceasing to be an Eligible Employee for any reason, including termination of employment, disability, or death, or (ii) a Participating
Employee’s being granted a leave of absence and failing to return to active employment upon the expiration of his or her leave in
accordance with the Company’s policy with respect to permitted absences, he or she shall be deemed to have elected to Withdraw from
the Plan, the payroll deductions on behalf of the Participating Employee shall be discontinued, and any amounts credited to such Participating
Employee’s Payroll Deduction Account during the Offering Period shall be paid to such Participating Employee or, in the case of
his or her death, to the person or persons entitled thereto under Section 16 hereof, as soon as reasonably practicable, and such
Participating Employee’s option for the Offering Period shall be automatically terminated. A transfer of a Participating Employee’s
employment between or among the Company and any Qualified Subsidiary shall not be treated as a termination of employment for purposes
of the Plan.


 


13. Interest


 


No interest shall accrue on the payroll deductions
or contributions of a Participating Employee in the Plan, unless required to accrue in a country outside of the United States.


 


14. Shares Subject to Plan


 


(a) Subject
to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of Shares which
shall initially be made available for sale under the Plan shall be 426,481, provided, that the total number of Shares shall be
increased by 1,000,000 shares to 1,426,481 Shares, subject to the approval of the Company’s stockholders within one year of May 17,
2022. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under
such right may, in the sole discretion of the Administrator, become available for issuance under the Plan. The Shares subject to the Plan
may be authorized but unissued Shares or reacquired Shares, bought on the market or otherwise.


 


(b) With respect to Shares subject
to an option granted under the Plan, a Participating Employee shall not be deemed to be a stockholder of the Company, and the Participating
Employee shall not have any of the rights or privileges of a stockholder, until such Shares have been issued to the Participating Employee
or his or her nominee following exercise of the Participating Employee’s option. A Participating Employee shall have rights as a
stockholder with respect to all Shares which are purchased under the Plan for such Participating Employee’s account.


 


15. Administration


 


(a) Unless otherwise provided
by the Board, the Administrator shall be the Compensation Committee of the Board. The Administrator shall have the power to delegate to
a subcommittee made up of Employees any of the administrative powers the Administrator is authorized to exercise, subject to applicable
law, the rules and regulations of any stock exchange or market upon which the Company’s shares may be listed and/or traded,
and such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.


 


(b) It shall be the duty of the
Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall
have the power to interpret the Plan and the terms of the options and to adopt such rules for the administration, interpretation,
and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All determinations by the Administrator
in carrying out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive for all
purposes and upon all persons interested. The Administrator at its option may utilize the services of such other persons as are necessary
to assist in the proper administration of the Plan. The Administrator may select a securities brokerage firm to assist with the purchase
of the Shares and the maintenance of Brokerage Accounts for Participating Employees in the Plan. In its absolute discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.


 


(c) All expenses and liabilities
incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company and its Qualified Subsidiaries;
provided, however, that all sales commissions incurred upon sale by a Participating Employee of Shares out of his or her Brokerage Account
shall be borne by the Participating Employee. The Administrator may, with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, or such other persons as the Administrator deems necessary or appropriate to carry out its duties under the Plan. The Administrator,
the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons so employed
by the Administrator.


 






    


     


    

 


16. Designation of Beneficiaries / Transferability


 


(a) A Participating Employee may
file a written beneficiary designation naming those persons who are to receive any cash from the Participating Employee’s Payroll
Deduction Account, together with any Shares and/or cash from the Participating Employee’s Brokerage Account, in the event of the
Participating Employee’s death. If a Participating Employee is married and the designated beneficiary is not the Participating Employee’s
spouse, spousal consent may be required for such designation to be effective.


 


(b) Neither payroll deductions
credited to a Participating Employee’s Payroll Deduction Account nor any rights with regard to the exercise of an option or rights
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 by the Plan) by a Participating Employee. Shares acquired by a Participating Employee pursuant
to the exercise of an option hereunder, however, are freely transferable.


 


17. Use of Funds


 


All funds received or held by the Company under
the Plan may be used by the Company for any corporate purpose. The Company shall not be obligated to segregate such funds unless required
to in a country outside of the United States.


 


18. Reports


 


Statements of account shall be provided to Participating
Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price(s), and the number
of Shares purchased.


 


19. Adjustments Upon Changes in Outstanding
Shares on Capitalization, Merger, Consolidation or Corporate Reorganization


 


Subject to any required action by the stockholders
of the Company, the number of Shares which have been authorized for issuance under the Plan but not yet placed under option, the maximum
number of Shares each Participating Employee may purchase each Offering Period (pursuant to Section 9), as well as the price per
Share and the number of Shares covered by each option under the Plan which has not yet been exercised, shall be automatically adjusted
to give proper effect to any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or any other increase or decrease in the number of Shares effected without receipt
of consideration by the Company, or by reason of any merger, consolidation or other corporate reorganization in which the Company is the
surviving corporation. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding
and conclusive.


 


20. Amendment or Termination


 


(a) The Board or the Administrator
may, in its discretion and, to the extent necessary or desirable, at any time, and from time to time, modify or amend the Plan in any
respect, including, but not limited to,


 


(i) altering the Purchase Price
for any Offering Period, including an Offering Period underway at the time of the change in Purchase Price, by setting the Purchase Price
as an amount that is within the range of either 85% to 100% of the Fair Market Value of a Share on the Purchase Date, or 85% to 100% of
the lesser of (x) the Fair Market Value of a Share on the Purchase Date, and (y) the Fair Market Value of a Share on the first
day of the applicable Offering Period;


 


(ii) shortening or lengthening
any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the
change in the Offering Period, provided, however, that no Offering Period shall be shorter than one month or longer than 27 months; and
allocating Shares as provided in Section 9


 






    


     


    

 


(b). Such modifications or amendments
shall not require stockholder approval or the consent of any Participating Employees, except that no amendment shall be made without the
affirmative vote of stockholders holding at least a majority of the voting stock of the Company represented in person or by proxy at a
duly held stockholders’ meeting, if such amendment would:


 


(i) materially increase the benefits
accruing to Participating Employees under the Plan;


 


(ii) increase the number of Shares
which may be issued under the Plan (other than as permitted under Section 19 hereof); or


 


(iii) materially modify the requirements
as to eligibility for participation under the Plan, except as allowed under Section 423(b)(4) of the Code.


 


(c) This Plan and all rights of
Participating Employees hereunder may be terminated at any time by the Administrator or by the Board. Upon termination of the Plan, all
payroll deductions and contributions shall cease and all amounts then credited to the Participating Employees’ Payroll Deduction
Accounts shall be equitably applied to the purchase of whole Shares then available for sale, and any remaining amounts shall be promptly
refunded to the Participating Employees.


 


21. Participation by Foreign Employees


 


Notwithstanding Section 20 hereof, the Board
shall have the authority to amend the Plan from time to time by adopting or modifying appendices that shall (a) contain such terms
and conditions with respect to the operation of the Plan in one or more countries outside of the United States as are necessary or appropriate,
as determined by the Administrator or the Board in its sole discretion, to bring the Plan into compliance with applicable law, tax policy
or local custom, and (b) name those Employees, or describe those classes of Employees, who shall be deemed Eligible Employees from
among those Employees who reside in the country or countries outside of the United States to which such appendix relates. Nothing contained
in this Section 21 shall be deemed to grant the Administrator or the Board the authority to: (i) change the list of Qualified
Subsidiaries or otherwise change the designation of corporations whose employees may be offered options under the Plan; (ii) change
the class of securities issuable under the Plan; (iii) increase the aggregate number of Shares that may be sold pursuant to options
granted under the Plan; or (iv) increase the maximum number of Shares subject to an Eligible Employee’s option pursuant to
Section 3. Any such appendices adopted need not comply with the Code and associated regulations.


 


22. Notices


 


All notices or other communications by a Participating
Employee 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 to Issuance of Shares / Dividends


 


Certificates for whole Shares purchased hereunder
shall be issued as soon as practicable following a Participating Employee’s written request, for which a reasonable charge may be
made. Any cash dividends payable on Shares held in a Participating Employee’s Brokerage Account will be used to purchase additional
Shares unless otherwise directed by the Participant.


 


24. Term of Plan


 


The Plan shall become effective on the Effective
Date and shall remain in effect until the date that Participants become entitled to purchase a number of Shares equal to or greater than
the number of Shares remaining available for purchase under the Plan in accordance with Section 9(c), unless sooner terminated under
Section 20.


 


25. Equal Rights and Privileges.


 


All Eligible Employees of the Company (or of any
Qualified Subsidiary) will have equal rights and privileges under this Plan so that this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 of the Code or applicable Treasury Regulations thereunder. Any provision of this Plan
that is inconsistent with Code Section 423 or applicable Treasury Regulations will, without further act or amendment by the Company,
the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Code Section 423 or applicable
Treasury Regulations.


 






    


     


    

 


26. No Employment Rights


 


Nothing in the Plan shall be construed to give
any person (including any Eligible Employee or Participating Employee) the right to remain in the employ of the Company or a Subsidiary
or to affect the right of the Company or any Subsidiary to terminate the employment of any person (including any Eligible Employee or
Participating Employee) at any time, with or without cause.


 


27. Governing Law


 


The internal laws of the State of Delaware shall
govern all matters relating to this Plan except to the extent superseded by the laws of the United States.