espp-2018employeestockpu






1     Eventbrite, Inc.  2018 Employee Stock Purchase Plan    The purpose of the Eventbrite, Inc. 2018 Employee Stock Purchase Plan (“the Plan”) is to provide eligible  employees of Eventbrite, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with  opportunities to purchase shares of the Company’s Class A common stock, par value $0.00001 per share (the  “Common Stock”). 1,534,500 shares of Common Stock in the aggregate have been approved and reserved for this  purpose, plus on January 1, 2019 and each January 1 thereafter, the number of shares of Common Stock reserved and  available for issuance under the Plan shall be cumulatively increased by the lesser of (i) 1,534,500 shares of Common  Stock, (ii) 1 percent of the number of shares of Common Stock and Class B common stock of the Company issued and  outstanding on the immediately preceding December 31 or (iii) such lesser number of shares of Common Stock as  determined by the Administrator (as defined in Section 1).    The Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code  Section 423 Component (the “Non-423 Component”). It is intended for the 423 Component to constitute an “employee  stock purchase plan” within the meaning of Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended (the  “Code”), and the 423 Component shall be interpreted in accordance with that intent (although the Company makes no  undertaking or representation to maintain such qualification). Under the Non-423 Component, which does not qualify as  an “employee stock purchase plan” under Section 423 of the Code, options will be granted pursuant to rules, procedures  or sub-plans adopted by the Administrator designed to achieve tax, securities laws or other objectives for eligible  employees. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same  manner as the 423 Component.    1. Administration.      (a) Committee as Administrator.  The Plan shall be administered by the Committee.  Anything in  the Plan to the contrary notwithstanding, subject to applicable law, any authority or responsibility that, under the terms of  the Plan, may be exercised by the Committee may alternatively be exercised by the Board.  Subject to applicable law, no  member of the Board or Committee (or its delegates) shall be liable for any good faith action or determination made in  connection with the operation, administration or interpretation of the Plan.  In the performance of its responsibilities with  respect to the Plan, the Committee shall be entitled to rely upon, and no member of the Committee shall be liable for any  action taken or not taken in reliance upon, information and/or advice furnished by the Company’s officers or employees,  the Company’s accountants, the Company’s counsel and any other party that the Committee deems necessary.    (b) Power of the Committee. The Committee shall have full power and authority to: administer the  Plan, including, without limitation, the authority to (i) construe, interpret, reconcile any inconsistency in, correct any  default in and supply any omission in, and apply the terms of the Plan and any enrollment form or other instrument or  agreement relating to the Plan, (ii) determine eligibility and adjudicate all disputed claims filed under the Plan, including  whether eligible employees shall participate in a 423 Component or a Non- 423 Component and which Subsidiaries of  the Company shall be Designated Subsidiaries participating in either a 423 Component or a Non-423 Component, (iii)  determine the terms and conditions of any right to purchase shares of Common Stock under the Plan, (iv) establish,  amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper  administration of the Plan, (v) amend an outstanding right to purchase shares, including any amendments to a right that  may be necessary for purposes of effecting a transaction contemplated under Section 17 hereof (including, but not  limited to, an amendment to the class or type of stock that may be issued pursuant to the exercise of a right or the Option  Price applicable to a right), provided that the amended right otherwise conforms to the terms of the Plan, (vi) impose  such terms and conditions under an Offering as the Administrator may deem necessary to ensure that the terms of an  Offering comply with the requirements under ASC 718 applicable to employee stock purchase plan offerings intended to  receive non-compensatory accounting treatment, and (vii) make any other determination and take any other action that  the Committee deems necessary or desirable for the administration of the Plan. Notwithstanding any provision to the  contrary in this Plan, the Committee may adopt rules or procedures relating to the operation and administration of the  Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United  





 






2   States.  Without limiting the generality of the foregoing, the Committee specifically is authorized to adopt rules,  procedures and subplans, which, for purposes of a Non-423 Offering, may be outside the scope of Section 423 of the  Code, regarding, without limitation, eligibility to participate, the definition of Compensation, handling of payroll  deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions),  establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency,  obligations to pay payroll tax, determination of beneficiary-designation requirements, withholding procedures and  handling of share issuances, which may vary according to local requirements.  All determinations by the Committee in  carrying out and administering the Plan and in construing and interpreting the Plan and any enrollment form other  instrument or agreement relating to the Plan shall be made in the Committee’s sole discretion and shall be final, binding  and conclusive for all purposes and upon all interested persons.    (c) Delegation of Authority. To the extent not prohibited by applicable law, the Committee may,  from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the  Committee, the Administrator or other persons or groups of persons as it deems necessary, appropriate or advisable  under conditions or limitations that it may set at or after the time of the delegation. For purposes of the Plan, reference  to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons  to whom the Committee delegates authority pursuant to this Section 1(c).     2. Offerings.  The Company will make one or more offerings to eligible employees to purchase Common  Stock under the Plan (“Offerings”). Unless otherwise determined by the Administrator, the initial Offering will begin on  the date of the Company’s Initial Public Offering and will end on the business day immediately prior to when the next  Offering will begin (the “Initial Offering”).  Thereafter, unless otherwise determined by the Administrator, an Offering  will begin on the first business day occurring on or after each June 1 and December 1 and will end on the last business day  occurring on or before the following November 30 and May 31, respectively. The Administrator may, in its discretion,  designate a different period for any Offering, provided that no Offering shall exceed 27 months in duration or overlap any  other Offering.    3. Eligibility.  All individuals classified as employees on the payroll records of  the Company and each Designated Subsidiary are eligible to participate in any one or more of the Offerings under the  Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed  by the Company or a Designated Subsidiary for more than 20 hours a week and have completed at least 30 days of  employment.  Notwithstanding any other provision herein, individuals who are not contemporaneously classified as  employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated  Subsidiary’s payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary  and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the  Company or a Designated Subsidiary for any purpose, including, without limitation, common law or statutory  employees, by any action of any third party, including, without limitation, any government agency, or as a result of any  private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification,  remain ineligible for participation.  Notwithstanding the foregoing, the exclusive means for individuals who are not  contemporaneously classified as employees of the Company or a Designated Subsidiary on the Company’s or  Designated Subsidiary’s payroll system to become eligible to participate in this Plan is through an amendment to this  Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.    4. Participation.    (a) Participants on Effective Date.  Each eligible employee at the time of the Initial Public Offering  shall be deemed to be a Participant at such time. If an eligible employee is deemed to be a Participant pursuant to this  Section 4(a), such individual shall be deemed not to have authorized payroll deductions and shall not purchase any  Common Stock hereunder unless he or she thereafter authorizes payroll deductions by notifying the Company (in the  manner described in Section 4(c)) within 60 days of the commencement of the Initial Offering. If such a Participant  does not authorize payroll deductions by notifying the Company (in the manner described in Section 4(c)) within 60  days of the commencement of the Initial Offering, that Participant will be deemed to have withdrawn from the Plan.    (b) Participants in Subsequent Offerings.  An eligible employee who is not a Participant in any prior  Offering may participate in a subsequent Offering by notifying the Company (in the manner described in Section 4(c)) at  





 






3   least 15 business days before the Offering Date (or by such other deadline as shall be established by the Administrator  for the Offering).    (c) Enrollment.  The enrollment form (which may be in an electronic format or such other method  as determined by the Company in accordance with the Company’s practices) will (a) state a whole percentage to be  deducted from an eligible employee’s Compensation (as defined in Section 11), (b) authorize the purchase of Common  Stock in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which shares  of Common Stock purchased for such individual are to be issued pursuant to Section 10. An employee who does not  enroll in accordance with these procedures will be deemed to have waived the right to participate. Unless a Participant  files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue at the  same percentage of Compensation for future Offerings, provided he or she remains eligible.    (d) Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied  contrary to the requirements of the Code.    5. Employee Contributions.  Each eligible employee may authorize payroll deductions at a minimum of 1  percent up to a maximum of 10 percent of such employee’s Compensation for each Offering. The Company will  maintain book accounts showing the amount of payroll deductions made by each Participant for each Offering. No  interest will accrue or be paid on payroll deductions, except as may be required by applicable law. If payroll deductions  for purposes of the Plan are prohibited or otherwise problematic under applicable law (as determined by the  Administrator in its discretion), the Administrator may permit Participants to contribute to the Plan by such other means  as determined by the Administrator. Any reference to “payroll deductions” in this Section 5 (or any other section of the  Plan) will similarly cover contributions by other means made pursuant to this Section 5.    6. Deduction Changes.  Except in the event of a Participant increasing his or her payroll deduction from 0  percent during the first Offering as specified in Section 4(a) or as may be determined by the Administrator in advance of  an Offering, a Participant may not increase or decrease his or her payroll deduction during any Offering, but may increase  or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing  a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be  established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules  permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering.    7. Withdrawal.  A Participant may withdraw from participation in the Plan by delivering a written notice of  withdrawal to his or her appropriate payroll location. The Participant’s withdrawal will be effective as of the next business  day. Following a Participant’s withdrawal, the Company will promptly refund such individual’s entire account balance  under the Plan to him or her (after payment for any Common Stock purchased before the effective date of withdrawal).   Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the  Offering, but may enroll in a subsequent Offering in accordance with Section 4.    8. Grant of Options.  On each Offering Date, the Company will grant to each eligible employee who is then  a Participant in the Plan an option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the  Option Price hereinafter provided for, the lowest of (a) a number of shares of Common Stock determined by dividing  such Participant’s accumulated payroll deductions on such Exercise Date by the lower of (i) 85 percent of the Fair Market  Value of the Common Stock on the Offering Date, or (ii) 85 percent of the Fair Market Value of the Common Stock on  the Exercise Date, (b) 1,086 shares of Common Stock; or (c) such other lesser maximum number of shares as shall have  been established by the Administrator in advance of the Offering; provided, however, that such Option shall be subject to  the limitations set forth below. Each Participant’s Option shall be exercisable only to the extent of such Participant’s  accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option  (the “Option Price”) will be 85 percent of the Fair Market Value of the Common Stock on the Offering Date or the  Exercise Date, whichever is less.    Notwithstanding the foregoing, no Participant may be granted an Option hereunder if such Participant,  immediately after the Option was granted, would be treated as owning stock possessing 5 percent or more of the total  combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section  11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in  





 






4   determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase  shall be treated as stock owned by the Participant.  In addition, no Participant may be granted an Option which permits  his or her rights to purchase Common Stock under the Plan, and any other employee stock purchase plan of the Company  and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock  (determined on the Option grant date or dates) for each calendar year in which the Option is outstanding at any time. The  purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied  taking Options into account in the order in which they were granted.    9. Exercise of Option and Purchase of Shares.  Each employee who continues to be a Participant in the Plan  on the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the  Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his or her accumulated  payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan;  provided that, with respect to the Initial Offering, the exercise of each Option shall be conditioned on the closing of the  Company’s Initial Public Offering on or before the Exercise Date. Any amount remaining in a Participant’s account at the  end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next  Offering; any other balance remaining in a Participant’s account at the end of an Offering will be refunded to the  Participant promptly.    10. Issuance of Certificates.  Certificates representing shares of Common Stock purchased under the Plan  may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint  tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, her or their, nominee  for such purpose.    11. Definitions.    The term “Administrator” means the Committee or one or more of the Company’s officers or management  team appointed by the Board or Committee to administer the day-to-day operations of the Plan.  Except as otherwise  provided in the Plan, the Board or Committee may assign any of its administrative tasks to the Administrator.    The term “Affiliate means any entity that, directly or indirectly through one or more intermediaries, controls, is  controlled by, or is under the common control with the Company.    The term “Compensation” means the amount of base pay, prior to salary reduction pursuant to Sections 125,  132(f) or 401(k) of the Code, but excluding overtime, commissions, incentive or bonus awards, allowances and  reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise of  Company stock options, and similar items. The Administrator shall have the discretion to determine the application of  this definition to Participants outside the United States.    The term ”Committee” means the Compensation Committee of the Board or any subcommittee referred to in  Section 1(c).    The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) or Affiliate that  has been designated by the Board to participate in the Plan. The Board may so designate any Subsidiary or Affiliate, or  revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the  stockholders or may further designate such companies or participants in the 423 Component or the Non-423  Component.  For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated  Subsidiaries, provided, however, that at any given time, a Subsidiary that is a Designated Subsidiary under the 423  Component will not be a Designated Subsidiary under the Non-423 Component.     The term “Fair Market Value of the Common Stock” on any given date means the fair market value of the  Common Stock determined in good faith by the Administrator; provided, however, that if the Common Stock is  admitted to quotation on The New York Stock Exchange (NYSE) or another national securities exchange, the  determination shall be made by reference to the closing price on such date. If there is no closing price for such date, the  determination shall be made by reference to the last date preceding such date for which there is a closing price.   Notwithstanding the foregoing, if the date for which Fair Market Value of the Common Stock is determined is the first  





 






5   day when trading prices for the Common Stock are reported on NYSE or another national securities exchange, the Fair  Market Value of the Common Stock shall be the “Price to the Public” (or equivalent) set forth on the cover page for the  final prospectus relating to the Company’s Initial Public Offering.    The term “Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an  effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the  Company of its Common Stock.    The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of  the Code.    The term “Participant” means an individual who is eligible as determined in Section 3 and who has complied  with the provisions of Section 4.    The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section  424(f) of the Code.    The term “Treasury Regulation” means the Treasury regulations of the Code. Any reference to a provision in a  Treasury regulation includes any successor provision thereto.    12. Rights on Termination or Transfer of Employment.  If a Participant’s employment terminates for any  reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the  Participant and the balance in the Participant’s account will be paid to such Participant or, in the case of such Participant’s  death, to the legal representative of his or her estate as if such Participant had withdrawn from the Plan under Section 7.   An employee will be deemed to have terminated employment, for this purpose, if the corporation that employs him or her,  having been a Designated Subsidiary, ceases to be a Subsidiary or Affiliate, or if the employee is transferred to any  corporation other than the Company or a Designated Subsidiary. Unless otherwise determined by the Administrator, a  Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in  service) by or between the Company or a Designated Subsidiary will not be treated as having terminated employment for  purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423  Component to an Offering under the Non-423 Component, the exercise of the Participant’s Option will be qualified under  the 423 Component only to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers  from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the  Participant’s Option will remain non-qualified under the Non-423 Component.    Furthermore, an employee will not be deemed to have terminated employment for purposes of this Section 12 if  the employee is on an approved leave of absence for military service or sickness or for any other purpose approved by the  Company, if the employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy  pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing.    13. Special Rules and Sub-Plans.  Notwithstanding anything herein to the contrary, the Administrator may  adopt special rules or sub-plans applicable to the employees of a particular Designated Subsidiary, whenever the  Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction  where such Designated Subsidiary has employees; provided that if such special rules or sub-plans are inconsistent with the  requirements of Section 423(b) of the Code, the employees subject to such special rules or sub-plans will participate in the  Non-423 Component.    14. Optionees Not Stockholders.  Neither the granting of an Option to a Participant nor the deductions from  his or her pay shall result in such Participant becoming a holder of the shares of Common Stock covered by an Option  under the Plan until such shares have been purchased by and issued to him or her.    15. Rights Not Transferable.  Rights under the Plan are not transferable by a Participant other than by will or  the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant.    16. Application of Funds.  All funds received or held by the Company under the Plan may be combined with  





 






6  other corporate funds and may be used for any corporate purpose; unless otherwise required under applicable law.  17. Adjustment in Case of Changes Affecting Common Stock.  In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any other change affecting the Common Stock,  the number of shares approved for the Plan and the share limitation set forth in Section 8 shall be equitably or  proportionately adjusted to give proper effect to such event.  18. Amendment of the Plan.  The Board or the Committee may at any time and from time to time amend the Plan in any respect, except that without the approval within 12 months of such Board action by the stockholders, no  amendment shall be made increasing the number of shares approved for the Plan or making any other change that would  require stockholder approval in order for the 423 Component of the Plan, as amended, to qualify as an “employee stock  purchase plan” under Section 423(b) of the Code.  19. Insufficient Shares.  If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the  maximum number of shares issuable under the Plan, the shares then available shall be apportioned among Participants in  proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to  purchase Common Stock on such Exercise Date.  20. Termination of the Plan.  The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly refunded. The Plan shall automatically terminate on  the ten year anniversary of the date of the Company’s Initial Public Offering.  21. Compliance with Law.  The Company’s obligation to sell and deliver Common Stock under the Plan is subject to completion of any registration or qualification of the Common Stock under any U.S. or non-U.S. local, state or  federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange  Commission (“SEC”) or of any other governmental regulatory body, and to obtaining any approval or other clearance  from any U.S. and non-U.S. local, state or federal governmental agency, which registration, qualification or approval the  Company shall, in its absolute discretion, deem necessary or advisable.  The Company is under no obligation to register or  qualify the Common Stock with the SEC or any other U.S. or non-U.S. securities commission or to seek approval or  clearance from any governmental authority for the issuance or sale of such stock.  22. Governing Law.  This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.  23. Issuance of Shares.  Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.  24. Tax Withholding.  Participation in the Plan is subject to any applicable federal, state, local or foreign tax withholding requirements on income the Participant realizes in connection with the Plan. Each Participant agrees, by  entering the Plan, that the Company or any Subsidiary or Affiliate may, but will not be obligated to, withhold from a  Participant’s compensation at any time the amount necessary for the Company or any Subsidiary or Affiliate to meet  applicable withholding obligations, including any withholding required to make available to the Company or any  Subsidiary or Affiliate any tax deductions or benefits attributable to the sale or early disposition of Common Stock by  such Participant. In addition, the Company or any Subsidiary or Affiliate may, but will not be obligated to, withhold from  the proceeds of the sale of Common Stock or any other method of withholding that the Company or any Subsidiary or  Affiliate deems appropriate to the extent permitted by Treasury Regulation Section 1.423-2(f). The Company will not be  required to issue any Common Stock under the Plan until such obligations are satisfied. Notification Upon Sale of Shares  Under 423 Component.  Each Participant agrees, by entering the Plan, to give the Company prompt notice of any  disposition of shares purchased under the 423 Component where such disposition occurs within two years after the date of  grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were  purchased.  25. Effective Date and Approval of Shareholders.  The Plan shall take effect on the date immediately preceding the date of the Company’s Initial Public Offering, subject to approval by the holders of a majority of the votes  cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders.  Date Original Plan Approved: August 22, 2018 Date Amended and Restated Plan Approved: June 7, 2019