MagnaChip Semiconductor Corporation 2011 Employee Stock Purchase Plan



 Exhibit 10.26 
 MAGNACHIP SEMICONDUCTOR 
 CORPORATION 

2011 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	  	 	6	  
				
		  	3.1	  	Administration by the Committee	  	 	6	  
		  	3.2	  	Authority of Officers	  	 	6	  
		  	3.3	  	Power to Adopt Sub-Plans or Varying Terms with Respect to Non-U.S. Employees	  	 	6	  
		  	3.4	  	Power to Establish Separate Offerings with Varying Terms	  	 	6	  
		  	3.5	  	Policies and Procedures Established by the Company	  	 	6	  
		  	3.6	  	Indemnification	  	 	7	  
			
	4.	  	Shares Subject to Plan	  	 	7	  
				
		  	4.1	  	Maximum Number of Shares Issuable	  	 	7	  
		  	4.2	  	Annual Increase in Maximum Number of Shares Issuable	  	 	8	  
		  	4.3	  	Adjustments for Changes in Capital Structure	  	 	8	  
			
	5.	  	Eligibility	  	 	8	  
				
		  	5.1	  	Employees Eligible to Participate	  	 	8	  
		  	5.2	  	Exclusion of Certain Stockholders	  	 	9	  
		  	5.3	  	Determination by Company	  	 	9	  
			
	6.	  	Offerings	  	 	9	  
			
	7.	  	Participation in the Plan	  	 	10	  
				
		  	7.1	  	Initial Participation	  	 	10	  
		  	7.2	  	Continued Participation	  	 	10	  
			
	8.	  	Right to Purchase Shares	  	 	11	  
				
		  	8.1	  	Grant of Purchase Right	  	 	11	  
		  	8.2	  	Calendar Year Purchase Limitation	  	 	11	  
			
	9.	  	Purchase Price	  	 	11	  
			
	10.	  	Accumulation of Purchase Price through Payroll Deduction	  	 	12	  
				
		  	10.1	  	Amount of Payroll Deductions	  	 	12	  
		  	10.2	  	Commencement of Payroll Deductions	  	 	12	  
		  	10.3	  	Election to Decrease or Stop Payroll Deductions	  	 	12	  
		  	10.4	  	Administrative Suspension of Payroll Deductions	  	 	12	  


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


  
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 MagnaChip Semiconductor Corporation 

2011 Employee Stock Purchase Plan 
 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 

1.1 Establishment. The MagnaChip Semiconductor Corporation 2011 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 stockholders 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 one or a combination 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 such term is 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 Fair Market Value or
total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial
ownership results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty 

  
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percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities,
(C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders 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 stockholders 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(q)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or 

(iii) approval by the stockholders of a plan of complete 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 determine whether multiple acquisitions of the voting securities of the Company and/or multiple Ownership Change Events are related and to be treated in the aggregate as a single Change in Control, 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 MagnaChip Semiconductor Corporation, a Delaware corporation, or any successor
corporation thereto. 
 (g) “Compensation” means, with respect to any Offering Period,
base wages or salary, overtime, bonuses, commissions, shift differentials, payments for paid time off, payments in lieu of notice, and compensation deferred under any program or plan, including,


  
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without limitation, pursuant to Section 401(k) or Section 125 of the Code. Compensation shall be limited to amounts actually payable in cash or deferred during the Offering Period.
Compensation shall not include moving allowances, payments pursuant to a severance agreement, termination pay, relocation payments, sign-on bonuses, any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase, stock
option or other stock-based compensation plan, or any other compensation not included above. 
 (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) Except as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional
securities exchange or quotation system, the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, 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 quotation system, 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 Committee, in its discretion. 
 (ii) If, on the relevant date, the Stock is not then listed on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall be as determined in good
faith by the Committee. 
 (iii) Notwithstanding the foregoing, if a Pre-Registration 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 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


  
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election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

 (l) “Non-United States Offering” means a separate Offering covering Eligible Employees
of one or more Participating Companies whose Eligible Employees are subject to a prohibition under applicable law on payroll deductions, as described in Section 11.1(c). 
 (m) “Offering” means an offering of Stock pursuant to the Plan, as provided in Section 6. 

(n) “Offering Date” means, for any Offering Period, the first day of such Offering Period.

 (o) “Offering Period” means a period, established by the Committee in accordance with
Section 6, during which an Offering is outstanding. 
 (p) “Officer” means any
person designated by the Board as an officer of the Company. 
 (q) “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 stockholders of the Company 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; (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). 

(r) “Parent Corporation” means any present or future “parent corporation” of the
Company, as defined in Section 424(e) of the Code. 
 (s) “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. 
 (t) “Participating Company” means the Company and any Parent Corporation or Subsidiary Corporation designated by the Committee as a corporation the Employees of which
may, if Eligible Employees, participate in the Plan. The Committee shall have the discretion to determine from time to time which Parent Corporations or Subsidiary Corporations shall be Participating Companies. 

(u) “Participating Company Group” means, at any point in time, the Company and all other
corporations collectively which are then Participating Companies. 
 (v) “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. 

  
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 (w) “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. 
 (x) “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. 
 (y) “Purchase Price” means the price at
which a share of Stock may be purchased under the Plan, as determined in accordance with Section 9. 
 (z)
“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. 
 (aa) “Registration
Date” means the effective date of the registration on Form S-8 of shares of Stock issuable pursuant to the Plan. 
 (bb) “Securities Act” means the Securities Act of 1933, as amended. 
 (cc) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3. 

(dd) “Subscription Agreement” means a written or electronic agreement, in such form as is
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). 
 (ee) “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. 
 (ff)
“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. 

  
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 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 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 reasonably incurred by the Company in the administration of the Plan shall be paid by the Company. 
 3.2 Authority of Officers. Any Officer 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 actual authority with respect to such matter, right, obligation, determination or election. 
 3.3 Power to Adopt Sub-Plans or Varying Terms with Respect to Non-U.S. Employees. The Committee shall have the power, in its discretion, to adopt one or more sub-plans of the Plan as the Committee
deems necessary or desirable to comply with the laws or regulations, tax policy, accounting principles or custom of foreign jurisdictions applicable to employees of a subsidiary business entity of the Company, provided that any such sub-plan shall
not be within the scope of an “employee stock purchase plan” within the meaning of Section 423 of the Code. Any of the provisions of any such sub-plan may supersede the provisions of this Plan, other than Section 4. Except as
superseded by the provisions of a sub-plan, the provisions of this Plan shall govern such sub-plan. Alternatively and in order to comply with the laws of a foreign jurisdiction, the Committee shall have the power, in its discretion, to grant
Purchase Rights in an Offering to citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) that provide terms which are less favorable than the terms of Purchase
Rights granted under the same Offering to Employees resident in the United States. 
 3.4 Power to Establish Separate
Offerings with Varying Terms. The Committee shall have the power, in its discretion, to establish separate, simultaneous or overlapping Offerings having different terms and conditions and to designate the Participating Company or Companies that
may participate in a particular Offering, provided that each Offering shall individually comply with the terms of the Plan and the requirements of Section 423(b)(5) of the Code that all Participants granted Purchase Rights pursuant to such
Offering shall have the same rights and privileges within the meaning of such section. 
 3.5 Policies and Procedures
Established by the Company. Without regard to whether any Participant’s Purchase Right may be considered adversely affected, the Company 

  
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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 requirements 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,
except as otherwise permitted by Section 3.3 and the regulations under Section 423 of the Code. 
 3.6
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, to the extent permitted by applicable law, 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 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 Sections 4.2
and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be [            ]1 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. 

 
  

	1	 Amount to equal 2% of the number of shares of common stock estimated to be outstanding immediately after completion of the IPO. Number to be determined
and inserted prior to approval of plan by Company stockholders. 



  
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 4.2 Annual Increase in Maximum Number of Shares Issuable. Subject
to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased automatically on January 1, 2012 and on each
subsequent January 1, through and including January 1, 2021, by a number of shares (the “Annual Increase”) equal to the smallest of (a) one percent (1.0%) of the number of shares of Stock
issued and outstanding on the immediately preceding December 31, (b) [            ]2 shares, or (c) an amount determined by the Board. 

4.3 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the
requirements of Section 424 of the Code to the extent applicable, 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 stockholders of the Company in a form other than Stock (excepting regular, periodic 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
share resulting from an adjustment pursuant to this Section 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 4.3 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: 

 
  

	2	 Amount to equal 2% of the number of shares of common stock estimated to be outstanding immediately after completion of the IPO. Number to be determined
and inserted prior to approval of plan by Company stockholders. 



  
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 (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 Stockholders. 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
three (3) months duration or such other duration as the Committee shall determine. Offering Periods shall commence on or about the first trading days of February, May, August and November of each year and end on or about the last trading days
of the next April, July, October and January, respectively, occurring thereafter. However, if so determined by the Committee, a Pre-Registration Offering Period shall commence on the Effective Date and end on such date as determined by the
Committee. Notwithstanding the foregoing, the Committee may establish additional or alternative concurrent, 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 twenty-seven (27) months. 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 quotation 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.


  
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 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 Company office or representative designated by the Company (including a third-party administrator designated by the Company) not later than the close of business on
the Subscription Date established by the Company for that Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement in the manner permitted or required 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 Company office or
representative 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 (i) a number of whole shares of Stock
determined in accordance with Section 8, or (ii) a number of whole shares of Stock determined by dividing twenty percent (20%) 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 or representative 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 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 

  
 10 









 
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 7.1(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 the Employee 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(b)
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) the 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 four hundred (400) 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 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 Section 423(b)(8) of the Code and the regulations thereunder. 

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 

  
 11 









 
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 by the Plan 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 a Non-United States Offering, 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 twenty percent (20%). 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 office or representative designated by the Company (including a third-party administrator designated by the Company) 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 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 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 

  
 12 









 
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, suspended 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. 
 (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


  
 13 









 
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 Company office or representative
designated by the Company (including a third-party administrator designated by the Company) no earlier than the applicable Registration Date and not later than the close of business 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 aggregate 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 twenty percent (20%) 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 Deductions Are Prohibited by Applicable Law. Notwithstanding
Section 11.1(a), where payroll deductions on behalf of Participants who are citizens or residents of countries other than the United States (without regard to whether they are also citizens of the United States or resident aliens) are
prohibited by applicable law, the Committee may establish a separate Offering (a “Non-United States Offering”) covering all Eligible Employees of one or more Participating Companies subject to such prohibition
on payroll deductions. The Non-United States Offering shall provide another method for payment of the Purchase Price with such terms and conditions as shall be administratively convenient and comply with applicable law. On each Purchase Date of the
Offering Period applicable to a Non-United States Offering, 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 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 Participant during such Offering Period
exceed the number of shares subject to the Participant’s Purchase Right. The Company shall refund to a Participant in a Non-United States Offering 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. Any fractional share resulting from
such pro rata allocation to any Participant shall be disregarded. 

  
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 11.3 Delivery of Title to Shares. Subject to any governing rules or regulations, as
soon as practicable after each Purchase Date, the Company shall issue or cause to be issued to or for the benefit of each Participant the shares of Stock acquired by the Participant on such Purchase Date by means of one or more of the following:
(a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant
has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form. 
 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 taxes (including social insurance), if any, required to be withheld by any Participating Company upon exercise of the Purchase Right or
upon such disposition of shares, respectively. A Participating Company 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 Stockholder 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 stockholders. 

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 office
or representative designated by the Company (including a third-party administrator designated by the Company) a written or electronic notice of withdrawal on a form provided by the Company for this purpose. Such


  
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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 office or
representative designated by the Company 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 of Stock 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, 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, continue or substitute for the 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. 

  
 16 









 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 STOCKHOLDER AND
EMPLOYEE. 
 A Participant shall have no rights as a stockholder by virtue
of the Participant’s participation in the Plan until the date of the issuance of the shares of Stock 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 4.3. 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.


  
 17 









 18. NOTIFICATION OF DISPOSITION
OF SHARES. 
 The Company may require the Participant to give the Company
prompt notice of any disposition of shares of Stock acquired by exercise of a Purchase Right. The Company may require that until such time as a Participant disposes of shares of Stock acquired upon exercise of a Purchase Right, the Participant shall
hold all such shares in the Participant’s name 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 of Stock acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of disposition. 
 19.
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).” 
 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 

  
 18 









 
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 stockholders 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:
(i) terminate the Plan or any Offering Period, (ii) accelerate the Purchase Date of any Offering Period, (iii) 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), (iv) reduce the maximum number of shares of Stock that may be purchased in any Offering Period, or (v) take any combination of the foregoing actions.

 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the MagnaChip
Semiconductor Corporation 2011 Employee Stock Purchase Plan as duly adopted by the Board on [            ], 2011. 

 

	
	  

	John McFarland, Corporate Secretary



  
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 PLAN HISTORY 

 

			
	 [            ], 2011
	  	Board of Directors of MagnaChip Semiconductor LLC adopts Plan with a reserve of [            ] shares (subject
to increases and other adjustments as provided by the Plan), subject to approval by the stockholders of MagnaChip Semiconductor Corporation following the Conversion and to be effective upon the registration of the Company’s common stock under
Section 12 of the Exchange Act.
		
	 [            ], 2011
	  	Effective date of statutory conversion of MagnaChip Semiconductor LLC into the Company.
	 [            ], 2011
	  	Plan approved by the stockholders of MagnaChip Semiconductor Corporation.
		
	 [            ], 2011
	  	Effective date of registration of Stock under Section 12 of the Exchange Act.
	 [            ], 2011
	  	Registration Date (date on which initial Form S-8 registration is effective).








 APPENDIX A 
 Participating Companies 
 1. The following Participating Companies are designated
as participating in the US Offering: 
  

	 	•	 	 MagnaChip Semiconductor Corporation 


  

	 	•	 	 MagnaChip Semiconductor, Inc. California 


  

	 	•	 	 MagnaChip Semiconductor SA Holdings LLC Delaware 


  

	 	•	 	 MagnaChip Semiconductor Finance Company Delaware 


 2. The following Participating Companies are designated as participating in the Non-US Offering: 
  

	 	•	 	 MagnaChip Semiconductor, Ltd. Korea 


  

	 	•	 	 MagnaChip Semiconductor Limited Taiwan 


  

	 	•	 	 MagnaChip Semiconductor Inc. Japan 


  

	 	•	 	 MagnaChip Semiconductor Holding Company Limited British Virgin Islands 



 

	 	•	 	 MagnaChip Semiconductor (Shanghai) Company Limited China 


 3. The following Participating Companies are designated as participating in the Non-US Offering (EU): 
  

	 	•	 	 MagnaChip Semiconductor S.A. Luxembourg 


  

	 	•	 	 MagnaChip Semiconductor B.V. The Netherlands 


  

	 	•	 	 MagnaChip Semiconductor Limited United Kingdom 


 The following provision shall apply to those entities located in the European Union and European Economic Area which are participating in the Non-US Offering (EU) and such provision shall be considered a
sub-plan to the Plan: 
 Section 5.1 of the Plan, which defines “Employees Eligible to Participate” in the Plan shall include
Employees who are customarily employed for less than 20 hours per week and not more than five (5) months per year to accommodate local law requirements. 
 4. The following Participating Company is designated as participanting in the Non-US Offering (Hong Kong): 
  

	 	•	 	 MagnaChip Semiconductor Limited Hong Kong 


 The following provision shall apply to the entity located in Hong Kong which is participating in the Non-U.S. Offering (Hong Kong): 







 Pursuant to Section 11.1(c) of the Plan, Eligible Employees of the Participating Company in the
Non-U.S. Offering (Hong Kong) shall participant in the Plan via check, automatic debit and/or other non payroll deduction method pursuant in accordance with procedures designated by the Committee. 







 APPENDIX B 

FORMS OF 

ENROLLMENT/CHANGE NOTICE/WITHDRAWAL FORM 
 AND 
 SUBSCRIPTION AGREEMENT