The Luxfer Employee Stock Purchase Plan

LUXFER HOLDINGS PLC EMPLOYEE STOCK PURCHASE PLAN (As adopted by the Board of Directors on March 27, 2014) 1. Purpose. The purpose of the Plan is to provide Eligible Employees of the Subsidiaries of the Company with an opportunity to purchase Shares of the Company (evidenced by American Depositary Receipts) through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed in a manner consistent with the requirements of Section 423 of the Code. 2. Definitions. (a) “American Depositary Shares” shall mean American Depositary Shares, each representing one half of an Ordinary Share. The American Depositary Shares are evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement, dated as of October 3, 2012 between the Company and The Bank of New York Mellon, as it may be amended from time to time. (b) “Administrator” shall mean the Board or any committee of the Board designated by the Board to administer the Plan. (c) “Board” shall mean the Board of Directors of the Company. (d) “Code” shall mean the Internal Revenue Code of 1986, as amended. (e) “Company” shall mean Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto. (f) “Compensation” shall mean an Eligible Employee’s regular salary as determined in accordance with the Company’s payroll records, excluding any bonuses, commissions, taxable or non-taxable fringe benefits, car or other allowances, and any other forms of compensation. (g) “Designated Subsidiary” shall mean any Subsidiary selected by the Administrator as eligible to participate in any Offering(s) under the Plan. (h) “Eligible Employee”, in respect of any Offering, shall mean any individual (1) who is an employee (for tax purposes) of a Designated Subsidiary prior to the date of the commencement of the Offering Period, (2) who has been employed by such Designated Subsidiary for at least six (6) months since his or her last hire date (or such lesser period of time as may be determined for any Offering by the Administrator in its discretion) prior to the date of the commencement of the Offering Period, (3) who customarily works more than twenty (20) hours per week (or such lesser period of time as may be determined for any Offering by the Administrator in its discretion), and (4) who customarily works more than five (5) months per calendar year (or such lesser period of time as may be determined for any Offering by the Administrator in its discretion); provided that employees who are citizens or residents of a non-

 

U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other approved leave of absence; provided that where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. (i) “Exercise Date” shall mean the last day of each Offering Period. (j) “Fair Market Value” shall mean, as of any date, the value of a Share determined as follows: (i) If the Shares are listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the Fair Market Value shall be the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination; (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean of the closing bid and asked prices for the Shares on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or (iii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Board. The Fair Market Value of Shares as of any such date on which the applicable exchange or inter-dealer quotation system through which trading in the Shares regularly occurs is closed shall be the Fair Market Value determined pursuant to this Section 2(j) as of the immediately preceding date on which the Shares are traded, a bid and ask price is reported or a trading price is reported by any member of FINRA selected by the Administrator. (k) “Grant Date” shall mean the first day of each Offering Period. (l) “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 5. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) and may select one or more Subsidiaries to be eligible to participate therein, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3). 2

 

(m) “Offering Periods” shall mean consecutive six (6) month periods commencing on or about June 1 and December 1 of each calendar year beginning in calendar year 2014. The date of the initial Offering Period under the Plan and the duration and timing of Offering Periods may be changed pursuant to Section 5 of this Plan. (n) “Ordinary Shares” means ordinary shares of the Company, nominal value £1 per share. (o) “Parent” shall mean a “parent corporation” as defined in Section 424(e) of the Code. (p) “Plan” shall mean this Luxfer Holdings PLC Employee Stock Purchase Plan, as it may be amended from time to time. (q) “Purchase Price” shall mean an amount equal to eighty-five percent (85%) of the Fair Market Value of a Share on either the Grant Date or the Exercise Date, whichever is less; provided however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20. (r) “Share” shall mean an American Depositary Share. (s) “Subsidiary” shall mean a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. Administration. (a) Authority. The Administrator acting in its absolute discretion shall have the power to interpret this Plan and to take, or authorize one or more of its members or one or more of the Company’s officers to take, such actions in the administration and operation of this Plan as are expressly called for in the Plan or as the Administrator deems equitable under the circumstances, which actions shall to the fullest extent permitted by law be final and binding on all parties. (b) Custodians. The Administrator may from time to time appoint one or more custodians (each, a “Custodian”) for the Plan to (i) hold all Shares purchased under the Plan, (ii) maintain a separate account in the name of each participant (such participant’s “Account”), to which payroll deductions made for such participant pursuant to Section 7 hereof and Shares purchased on such participant’s behalf pursuant to the Plan shall be credited, (iii) provide participants, at least annually, with statements of their respective Accounts and (iv) perform such other functions as the Administrator shall specify. (c) No Liability. To the extent permitted by applicable law, (i) no member of the Administrator shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Administrator and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the 3

 

approval of the Administrator) arising out of any action, omission or determination relating to the Plan. 4. Eligibility. (a) Eligibility. Any Eligible Employee on a given Grant Date shall be eligible to participate in the Plan. (b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose Shares would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own Shares and/or hold outstanding options to purchase Shares possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under the Plan and any other plans of the Company and its Subsidiaries which constitute “employee stock purchase plans” within the meaning of Section 423 of the Code would accrue at a rate which exceeds twenty-five thousand dollars ($25,000) worth of Shares (or, if Section 423(b)(8) of the Code is hereafter amended, such other maximum dollar value as may be specified therein), determined at the Fair Market Value of the Shares on the date the option to purchase such Shares is granted, for each calendar year in which such option is outstanding at any time. 5. Offering Periods. The Board shall have the power to change the date of the initial Offering Period under the Plan, the duration of Offering Periods and the commencement dates thereof with respect to future offerings without shareholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. 6. Participation. (a) Initial Offering Period. An Eligible Employee may become a participant in the Plan by completing and submitting a subscription agreement no later than ten (10) business days (or such other number of days as determined by the Administrator) prior to the commencement of the applicable Offering Period in such form and manner as the Administrator may prescribe including through an electronic or other enrollment procedure (a “Subscription Agreement”) authorizing payroll deductions as provided in Section 7. (b) Subsequent Offering Periods. Each Subscription Agreement completed and submitted by a participant pursuant to Section 6(a) or 7(c) hereof shall remain in effect for successive Offering Periods, and payroll deductions authorized thereby shall continue to be made, until either (i) the participant duly completes and submits a new Subscription Agreement, (ii) the participant ceases to be an Eligible Employee or (iii) the participant’s participation is terminated as provided in Section 12 or 13 hereof. 7. Payroll Deductions. (a) Subject to the provisions of this Section 7, in his or her Subscription Agreement, each participant shall elect to have payroll deductions made on each pay day during the Offering Period in an amount, designated in whole percentages, not exceeding fifteen percent 4

 

(15%) of the Compensation which he or she receives on each such pay day; provided, however, that should a pay day occur on or within ten (10) business days prior to an Exercise Date, no payroll deduction will be made in respect of such Exercise Date unless the Company elects to process the election more quickly. (b) All payroll deductions made for a participant shall be credited to his or her Account under the Plan. No interest shall accrue on the payroll deductions of a participant in the Plan. A participant may not make or arrange to be made any additional payments into his or her Account. (c) A participant may discontinue his or her participation in the Plan as provided in Section 12 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new Subscription Agreement authorizing a change in payroll deduction rate. The Administrator may, in its discretion, limit the nature and/or number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following ten (10) business days after the Company’s receipt of the new Subscription Agreement unless the Company elects to process a given change in participation more quickly. (d) Notwithstanding the foregoing, (i) the amount deducted from any participant’s Compensation in any calendar year shall not exceed the amount equal to eighty five percent (85%) of the maximum dollar value of Shares which the participant is permitted to purchase in such calendar year under Section 423 of the Code and (ii) to the extent necessary to comply with Section 423(b)(8) of the Code and Section 4(b) hereof and this Section 7(d), a participant’s payroll deductions may be decreased to zero dollars ($0.00) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such participant’s Subscription Agreement at the beginning of the first Offering Period with respect to which the Company determines that a decrease of payroll deductions pursuant to Section 7(d)(ii) is no longer required, unless terminated by the participant as provided in Section 12 hereof. (e) At the time the option is exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option, the disposition of the Shares or otherwise. At any time, the Company may, but shall not be obligated to, withhold from the participant’s Compensation the amount necessary for the Company to meet applicable withholding obligations. 8. Grant of Option. (a) On the Grant Date of an Offering Period, each Eligible Employee participating in such Offering shall be granted an option to purchase on such Exercise Date up to a number of Shares determined by dividing such participant’s payroll deductions accumulated prior to such Exercise Date and retained in the participant’s Account as of the Exercise Date by the applicable Purchase Price. Notwithstanding the foregoing, the maximum number of Shares that may be purchased pursuant to any option in respect of any Offering shall be the lower of (i) one thousand five hundred (1500) Shares and (ii) the number permitted under Section 4(b) hereof and Section 423 of the Code. The Administrator may, for future Offerings, increase or decrease, 5

 

in its absolute discretion, the maximum number of the Shares an Eligible Employee may purchase during each Offering. Exercise of the option shall occur as provided in Section 9 hereof, unless the participant has withdrawn or been deemed to withdraw pursuant to Section 12 hereof. 9. Exercise of Option. (a) Unless a participant withdraws (or is deemed to withdraw) from the Plan as provided in Section 12 hereof, his or her option for the purchase of Shares shall be exercised automatically on the Exercise Date, and the maximum number of full Shares subject to the option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her Account. No fractional Shares shall be purchased. Any payroll deductions accumulated in a participant’s Account which are not sufficient to purchase a full Share shall be retained in the participant’s Account for the subsequent Offering Period, subject to earlier withdrawal (or deemed withdrawal) by the participant as provided in Section 12 hereof. Any other funds left over in a participant’s Account after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to purchase Shares hereunder is exercisable only by him or her. (b) If the Administrator determines that, on a given Exercise Date, the number of Shares with respect to which options are to be exercised may exceed the number of Shares available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Shares on such Exercise Date and the unexercised portion of any such options shall expire. 10. Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of Shares occurs, the Company shall arrange the delivery to each participant of the Shares purchased upon exercise of his or her option by crediting such Shares to the participant’s Account or otherwise in such form and manner as may be determined by the Administrator. 11. Rights as a Stockholder. (a) Rights Prior to Purchase. Prior to the Exercise Date on which Shares are purchased on behalf of a participant under the Plan, such participant shall not have any rights as a shareholder of the Company with respect to such Shares. (b) Rights After Purchase. (i) From and after the Exercise Date on which Shares are purchased on behalf of a participant under the Plan, such participant (or, in the case of the participant’s death, the person(s) entitled thereto under Section 15) shall have all of the rights and privileges of a shareholder of the Company with respect to such Shares. Subject to Section 13(b), Shares will remain in the participant’s Account until such time as the participant (or, in the case of the participant’s death, the person(s) entitled to do so under Section 15) directs the sale of such Shares in accordance with Section 11(b)(ii); provided however that any ordinary cash dividends 6

 

paid with respect to Shares held in a participant’s Account may, at the option of the Administrator, be invested automatically in full and fractional Shares purchased at 100% of Fair Market Value on the date such dividend is paid. (ii) Subject to the Company’s policies then in effect (including without limitation its policies regarding insider trading and trading windows then in effect) and any applicable law, a participant (or, in the case of the participant’s death, the person(s) entitled thereto under Section 16) shall be entitled, upon the payment of a customary brokerage fee, to direct the Custodian to sell all or any portion of the Shares then held in his or her Account. Any Shares purchased pursuant to Section 9 shall be sold in the order in which they were purchased on such participant’s behalf under the Plan. 12. Withdrawal. (a) A participant may withdraw all but not less than all of the payroll deductions credited to his or her Account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in such form and manner as the Administrator may prescribe, provided notice must be given no later than ten (10) business days prior to the Exercise Date or such payroll deductions will be used to purchase shares on the Exercise Date in the ordinary course. All of the participant’s payroll deductions credited to his or her Account shall be paid to such participant as soon as reasonably practicable after receipt of notice of withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. Any Shares held in the participant’s Account as of the date of his or her withdrawal shall remain in his or her Account in accordance with Section 11 hereof. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of any succeeding Offering Period unless the participant delivers to the Company a new Subscription Agreement. (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 13. Termination of Employment. (a) Upon termination of a participant’s employment for any reason, such participant shall be deemed to have elected to withdraw from the Plan and the provisions of Section 12(a) hereof shall apply. (b) Within 90 days of termination of a participant’s employment for any reason (other than due to a participant’s death), the participant shall withdraw all Shares held in the participant’s Account. Upon expiration of the 90-day period following such termination, the Custodian shall have the right to sell all Shares remaining in the participant’s Account in the open market and will distribute the proceeds to the participant upon such a sale. (c) In the case of termination due to a participant’s death, the distribution described in Section 12(a) shall be made to the person(s) entitled thereto under Section 15. 7

 

(d) For purposes of this Section 13, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of a Designated Subsidiary in the case of sick leave, military leave, or any other approved leave of absence; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. 14. Shares Reserved for Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of Shares which shall be made available for sale under the Plan shall be 250,000 Shares. Shares may be purchased pursuant to the Plan on the open market or from the Company. 15. Designation of Beneficiary. (a) A participant may file, in such form and manner as the Administrator may designate from time to time, a written designation of a beneficiary who is to receive any Shares and cash, if any, from the participant’s Account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such Shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s Account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Administrator may designate. 16. Transferability. Neither payroll deductions credited to a participant’s Account nor any rights with regard to the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 12 hereof. 17. Use of Funds. Each participant shall be a general unsecured creditor of the Company with respect to any amounts deducted from such participant’s Compensation under the Plan during the period prior to the Exercise Date on which such amounts are applied to the purchase of Shares for the participant. The Company shall not be obligated to segregate from other assets of the Company any funds accumulated through payroll deductions made for participants under the Plan, and may use such funds for any corporate purpose. 8

 

18. Reports. Statements of Accounts shall be given to participating Eligible Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any. 19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Change of Control. (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the maximum number of Shares which shall be made available for sale under the Plan (pursuant to Section 14), the maximum number of Shares each participant may purchase in each Offering Period (pursuant to Section 8), as well as the price per Share and the number of Shares covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued Ordinary Shares resulting from any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property other than an ordinary cash dividend), stock split, reverse stock split, stock dividend, combination or reclassification of the Ordinary Shares, any other change in the number of Ordinary Shares effected without receipt of consideration by the Company or any change in the number of Ordinary Shares represented by a Share; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, in its sole discretion, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 12 hereof. (c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all assets of the Company, or the proposed merger of the Company with or into another corporation, arrangements shall be made for each outstanding option to be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, unless provided otherwise by the Administrator, the Offering Period then in progress shall be shortened by setting a New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed merger or asset sale. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for such Offering Period has been changed to the New Exercise Date and that 9

 

the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 12 hereof. 20. Amendment or Termination. (a) The Administrator may at any time and for any reason terminate or amend the Plan. Except as otherwise provided in the Plan, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall seek to obtain shareholder approval in such a manner and to such a degree as required. In the event the Plan is not approved by the shareholders of the Company within 12 months following its adoption by the Board, on the first anniversary of such adoption date, the Plan shall terminate and each Participant shall be treated as though he or she withdrew from the Plan in accordance with Section 12 hereof on such date. (b) Without shareholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan. (c) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of such action. Such modifications or amendments shall not require shareholder approval or the consent of any Plan participants. 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 and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 10

 

22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and, if required by the Company, shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that (i) the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares and/or (ii) any disposition of such shares will be made in accordance with the Company’s policies then in effect (including without limitation its policies regarding insider trading and trading windows then in effect) and applicable law if, in the opinion of counsel for the Company, such representations are required by any of the aforementioned applicable provisions of law. 23. No Rights to Continued Employment. Neither this Plan nor the grant of any option hereunder shall confer any right on any Eligible Employee to remain in the employ of the Company or any Designated Subsidiary, or restrict the right of the Company or any Designated Subsidiary to terminate such Eligible Employee’s employment. 24. Equal Rights and Privileges. All Eligible Employees participating in an Offering Period under this Plan shall have equal rights and privileges with respect to such Offering Period so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code shall, without further act or amendment by the Company or the Administrator, be reformed to comply with the requirements of Section 423. This Section 24 shall take precedence over all other provisions in this Plan. 25. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect until terminated under Section 20 hereof. 26. Risk of Participants. Each participant assumes all risks associated with any decrease in the value of any securities in the participant’s Account and agrees that his or her Account will be the sole source of payments under the Plan and that the Company will not be responsible for the payment of any benefits under the Plan. The establishment and operation of this Plan by the Company does not constitute a recommendation that any person purchase Shares or any other securities. The Shares available for purchase under the Plan may or may not be a suitable investment for Eligible Employees, and each Eligible Employee should therefore make an independent investigation into the merits of each investment. Each participant, by becoming a participant, agrees that the participant is in no way relying on the Company or the Custodian for information or advice concerning the participant’s investment decisions and that the Company and the Custodian are under no obligation to inform the participant of any information which the Company or the Custodian may possess at any time which is or may be material to the investment decision of the participant. 11

 

27. Tax Effects. Each participant, by completing a Subscription Agreement, acknowledges that the participant is not relying on advice by any person associated with the Company that favorable tax effects will result from participation in the Plan and that the participant has been given sufficient opportunity to consult with the participant’s own tax advisors concerning participation in the Plan. 28. Applicable Law. To the extent not governed by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware. 12