Form of Employee Share Purchase Plan
EMPLOYEE SHARE PURCHASE PLAN
ADOPTED BY THE BOARD OF DIRECTORS: [____ __], 2020
APPROVED BY THE SHAREHOLDERS: [____ __], 2020
TERMINATION DATE: [____ __], 2030
1. PURPOSE. The purpose of the Mavenir plc Employee Share Purchase Plan (this Plan) is to provide eligible Employees with a convenient means of acquiring an equity interest in the Company through payroll deductions or other contributions in order to enhance such employees sense of participation in the affairs of the Company. This Plan shall apply to Offering Periods beginning on or after the effective date of the initial public offering of the Shares, as determined by the Committee (as defined below).
This Plan includes two components: (a) a component intended to qualify as an employee stock purchase plan under Section 423 of the Code (the 423 Component), the provisions of which shall be construed so as to extend and limit participation in a uniform and nondiscriminatory manner consistent with the requirements of Section 423 of the Code; and (b) a component that does not qualify as an employee stock purchase plan under Section 423 of the Code (the Non-423 Component), under which options shall be granted pursuant to rules, procedures or sub-plans adopted by the Committee. Except as otherwise provided in this Plan or determined by the Committee in a manner consistent with this Plan, the Non-423 Component will operate and be administered in the same manner as the 423 Component.
2. DEFINITIONS. As used herein, the terms set forth below have the meanings assigned to them in this Section 2 and shall include the plural as well as the singular.
1933 Act means the U.S. Securities Act of 1933, as amended.
1934 Act means the U.S. Securities Exchange Act of 1934, as amended.
Board means the Board of Directors of Mavenir plc.
Business Day shall mean a day on which NASDAQ is open for trading or, if the Shares are no longer listed on NASDAQ, a day on which such other exchange on which the Shares are listed is open for trading.
Brokerage Account means the account in which the Purchased Shares are held.
Code means the U.S. Internal Revenue Code of 1986, as amended.
Committee means the Compensation Committee of the Board, or the designee of the Compensation Committee.
Company means Mavenir plc, a public limited company incorporated under the laws of England and Wales.
Compensation means the base pay received by a Participant, plus commissions, overtime and regular annual, quarterly and monthly cash bonuses and vacation, holiday and sick pay. Compensation does not include: (1) income related to share option awards, share grants and other equity incentive awards, (2) expense reimbursements, (3) relocation-related payments, (4) benefit plan payments (including but not limited to short-term disability pay, long-term disability pay, maternity pay, military pay, tuition reimbursement and adoption assistance), (5) accrued but unpaid compensation for a deceased Participant, (6) income from non-cash and fringe benefits, (7) severance payments, and (8) other forms of compensation not specifically listed herein.
Election has the meaning given at Section 13(d).
Election Form has the meaning given in Section 5(a).
Employee means any individual who is a common law employee or, with respect to the UK, an employee as defined in section 230(1) of the ERA, of the Company or any other Participating Subsidiary. For purposes of this Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or the Participating Subsidiary, as appropriate, and only to the extent permitted under Section 423 of the Code with respect to the 423 Component. For purposes of this Plan, an individual who performs services for the Company or a Participating Subsidiary pursuant to an agreement (written or oral) that classifies such individuals relationship with the Company or a Participating Subsidiary as other than a common law employee or employee under section 230(1) of the ERA shall not otherwise (unless such individual is otherwise expressly classified as an employee by a different Participating Subsidiary or by the Company) be considered an employee with respect to any period preceding the date on which a court or administrative agency issues a final determination that such individual is an employee.
Enrollment Date means the first Business Day of each Offering Period.
ERA means the United Kingdom Employment Rights Act 1996.
Exercise Date means the last Business Day of each Offering Period (or, if determined by the Committee, the Purchase Period, if different from the Offering Period).
Fair Market Value on or as of any date means the official closing price for a Share as reported on NASDAQ on the relevant valuation date or, if no official closing price is reported on such date, on the preceding day on which an official closing price is reported on NASDAQ was reported; or, if the Shares are no longer listed on NASDAQ, the closing price for Shares as reported on the official website for such other exchange on which the Shares are listed.
ITEPA has the meaning given at Section 13(c).
Offering Period means every six-month period beginning each April 1st and October 1st or such other period designated by the Committee; provided that in no event shall an Offering Period exceed 27 months, with the commencement of the first Offering Period to be determined by the Committee. Notwithstanding anything herein to the contrary, the Committee may establish an Offering Period with multiple Purchase Periods within such Offering Period.
Option means an option granted under this Plan that entitles a Participant to purchase Shares.
Participant means an Employee who satisfies the requirements of Sections 3 and 5 of this Plan.
Participating Subsidiary means each Subsidiary other than those that the Committee or the Board has excluded from participation in this Plan.
Plan means this Mavenir plc Employee Share Purchase Plan, as amended from time to time.
Purchase Account means the notional bookkeeping account credited with the amount that shall be used to purchase Shares through the exercise of Options under this Plan.
Purchase Period means the period designated by Committee during which payroll deductions or other contributions of the Participants are credited under this Plan. Unless otherwise determined by the Committee, a Purchase Period will coincide with an entire Offering Period; provided that there may be multiple Purchase Periods within an Offering Period, if determined by the Committee prior to the commencement of the applicable Offering Period.
Purchase Price shall be the lesser of: (i) 85% percent of the Fair Market Value of a Share on the applicable Enrollment Date for an Offering Period and (ii) 85% percent of the Fair Market Value of a Share on the applicable Exercise Date; provided, however, that the Committee may determine a different per share Purchase Price provided that such per share Purchase Price is communicated to Participants prior to the beginning of the Offering Period and provided that in no event shall such per share Purchase Price be less than the lesser of (i) 85% of the Fair Market Value of a Share on the applicable Enrollment Date or (ii) 85% of the Fair Market Value of a Share on the Exercise Date.
Purchased Shares means the full Shares issued or delivered pursuant to the exercise of Options under this Plan.
Required Tax Payment has the meaning given in Section 13(a).
Shares means Class A ordinary shares of the Company.
Subsidiary means an entity, U.S. or non-U.S., that is part of an unbroken chain of corporations beginning with the Company with respect to which not less than 50% of the voting equity is held by the Company or a Subsidiary, whether or not such entity now exists or is hereafter organized or acquired by the Company or a Subsidiary; provided that such entity is also a subsidiary within the meaning of Section 424 of the Code.
Termination Date means (i) the date on which a Participant terminates employment or on which the Participant ceases to provide services to the Company or a Subsidiary as an employee or as otherwise required under Section 423 with respect to the 423 Component or (ii) subject to Section 423 of the Code with respect to the 423 Component, the date on which the Participants employment is determined to have been terminated for purposes of this Plan by the Committee. The Termination Date specifically does not include any period following that date which the Participant may be eligible for or in receipt of other payments from the Company including in lieu of notice or termination or severance pay or as wrongful dismissal damages.
UK means the United Kingdom.
UK Participant means any Participant: (i) employed in, tax resident in, or otherwise subject to tax in the UK; or (ii) otherwise determined to be a UK Participant by the Board.
(a) Only Employees of the Company or a Participating Subsidiary shall be eligible to be granted Options under this Plan and, in no event may a Participant be granted an Option under this Plan following his or her Termination Date.
(b) Any provisions of this Plan to the contrary notwithstanding, no Employee shall be granted an Option under the 423 Component of this Plan if (i) immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding Options or options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any of its Subsidiaries or (ii) such Option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time each such Option is granted) for each calendar year in which such Option is outstanding at any time. Except as otherwise determined by the Committee prior to the commencement of an Offering Period, no Participant may purchase more than 5,000 Shares during any Offering Period.
4. EXERCISE OF AN OPTION. Subject to Section 13, Options shall be automatically exercised on behalf of Participants in this Plan every Exercise Date, using payroll deductions or other contributions that have been credited to the Participants Purchase Accounts during the applicable Purchase Period or that have been retained from a prior Purchase Period pursuant to Section 8 hereof.
(a) An Employee shall be eligible to participate on the first Enrollment Date that occurs after such Employees first date of employment with the Company or a Participating Subsidiary; provided, that such Employee properly completes and submits an election form in the manner and by the deadline prescribed by the Company (an Election Form).
(b) An Employee who does not become a Participant on the first Enrollment Date on which he or she is eligible may thereafter become a Participant on any subsequent Enrollment Date by properly completing and submitting an Election Form.
(c) Payroll deductions for a Participant shall commence on the first payroll date following the Enrollment Date and shall end on the last payroll date in the Purchase Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 12 hereof.
6. PAYROLL DEDUCTIONS/OTHER PARTICIPANT CONTRIBUTIONS.
(a) A Participant shall elect to have payroll deductions made during a Purchase Period equal to no less than 1% of the Participants Compensation up to a maximum of 15% (or such greater amount as the Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages. All payroll deductions made by a Participant shall be credited to his or her Purchase Account. A Participant who elects to have payroll deductions credited to his or her Purchase Account may not make any additional payments into his or her Purchase Account. Unless otherwise determined by the Company and subject to the other terms of this Plan, a Participants payroll deduction election will remain in effect for subsequent Offering Periods unless the Participant files an election change form in accordance with the procedures established by the Committee not less than ten (10) business days prior to an applicable Purchase Period. Notwithstanding the foregoing or any provisions to the contrary in this Plan, the Committee may allow participants to make other contributions under this Plan via cash, check, or other means instead of payroll deductions, and for any Offering Period under the 423 Component, the Committee determines that such other contributions are permissible under Section 423 of the Code. Any such other contributions must be made in a manner, in an amount and by the deadline prescribed by the Company and, once made, shall be credited to the Participants Purchase Account.
(b) Except as otherwise determined by the Committee prior to the commencement of an Offering Period, a Participant may not increase or decrease the rate of payroll deductions or contributions during an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and submitting an election change form in accordance with the procedures prescribed by the Committee. The change in amount shall be effective as of the first Enrollment Date following the date of filing of the election change form. Unless otherwise determined by the Committee prior to the commencement of an Offering Period, a payroll deduction election will automatically apply to the next Offering Period, unless otherwise cancelled or changed by the Participant prior to the commencement of such Offering Period.
(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a Participants payroll deductions may be decreased to 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participants Election Form at the beginning of the first Offering Period which is scheduled to end in the calendar year following the calendar year in which the Participants payroll deductions were decreased to 0%, unless terminated by the Participant as provided in Section 12 hereof.
7. GRANT OF OPTION. On each Enrollment Date, each Participant in the applicable Offering Period shall be granted an Option to purchase, on the applicable Exercise Date, a number of full Shares determined by dividing the amount credited prior to such Exercise Date to the Participants Purchase Account as of the applicable Exercise Date by the applicable Purchase Price.
8. EXERCISE OF OPTION. Subject to Section 13, a Participants Option for the purchase of Shares shall be exercised automatically on the Exercise Date, and the maximum number of Shares subject to the Option shall be purchased for such Participant at the applicable Purchase Price with the amounts credited to his or her Purchase Account. If the Fair Market Value of a Share on the first day of the current Offering Period in which a participant is enrolled is higher than the Fair Market Value of a Share on the first day of any subsequent Offering Period, the Company may establish procedures to automatically enroll such Participant in the subsequent Offering Period and any amounts credited to the Participants Purchase Account prior to the first day of such subsequent Offering Period will be applied to the purchase of shares on the Exercise Date immediately prior to the first day of such subsequent Offering Period. A participant does not need to file any forms with the Company to be automatically enrolled in the subsequent Offering Period.
No fractional Shares shall be purchased; any amounts credited to a Participants Purchase Account which are not sufficient to purchase a full Share shall continue to be credited to the Purchase Account for the next subsequent Purchase Period, subject to earlier withdrawal by the Participant as provided in Section 12 hereof. All other amounts credited to a Participants Purchase Account that are not used to purchase Shares on an Exercise Date, whether because of the Participants withdrawal from participation in an Offering Period or for any other reason, shall be distributed to the Participant, or his or her designated beneficiary or legal representative, as applicable, without interest, as soon as administratively practicable after such withdrawal or other event, as applicable.
During a Participants lifetime, a Participants Option is exercisable only by him or her. The Company shall satisfy the exercise of all Participants Options for the purchase of Shares through (a) the issuance of authorized but unissued Shares, (b) the transfer of treasury Shares, (c) the purchase of Shares on behalf of the applicable Participants on the open market through an independent broker and/or (d) a combination of the foregoing.
9. ISSUANCE OF SHARES. The Shares purchased by each Participant shall be issued in book entry form and shall be considered to be issued and allotted by the Company to Cede & Co. with an instruction that they be credited to such Participant as of the Exercise Date. The Committee may permit or require that shares be deposited directly in a Brokerage Account with one or more brokers designated by the Committee or to one or more designated agents of the Company, and the Committee may use electronic or automated methods of share transfer. The Committee may require that Shares be retained with such brokers or agents for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares, and may also impose a transaction fee with respect to a sale of Shares issued to a Participants credit and held by such a broker or agent. The Committee may permit Shares purchased under this Plan to participate in a dividend reinvestment plan or program maintained by the Company, and establish a default method for the payment of dividends.
10. APPROVAL BY SHAREHOLDERS. Notwithstanding the above, this Plan is expressly made subject to the approval of the shareholders of the Company within 12 months before or after the date this Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under applicable federal and state law. If this Plan is not so approved by the shareholders within 12 months before or after the date this Plan is adopted by the Board, this Plan shall not come into effect.
(a) Powers and Duties of the Committee. This Plan shall be administered by the Committee. Subject to the provisions of this Plan, Section 423 of the Code and the regulations thereunder with respect to the 423 Component, the Committee shall have the discretionary authority to determine the time and frequency of granting Options, the duration of Offering Periods and Purchase Periods, the terms and conditions of the Options and the number of Shares subject to each Option. The Committee shall also have the discretionary authority to do everything necessary and appropriate to administer this Plan, including, without limitation, interpreting the provisions of this Plan (but any such interpretation shall not be inconsistent with the provisions of Section 423 of the Code with respect to the 423 Component). All actions, decisions and determinations of, and interpretations by the Committee with respect to this Plan shall be final and binding upon all Participants, upon their executors, administrators, personal representatives, heirs and legatees and upon all other persons. No member of the Board or the Committee shall be liable for any action, decision, determination or interpretation made in good faith with respect to this Plan or any Option granted hereunder. With respect to the 423 Component, an Offering Period shall be administered so as to ensure that all Participants have the same rights and privileges as provided by Section 423(b)(5) of the Code.
(b) Administrator. The Company, Board or the Committee may delegate any or all of its powers or authority under this Plan, to the extent permitted by applicable law, to one or more members of the Board or the Committee or any officer or employee of the Company or any of its affiliates. The Company, Board or the Committee may also engage the services of a brokerage firm or financial institution to perform certain ministerial and procedural duties under this Plan including, but not limited to, mailing and receiving notices contemplated under this Plan, determining the number of Purchased Shares for each Participant, maintaining or causing to be maintained the Purchase Account and the Brokerage Account, disbursing funds maintained in the Purchase Account or proceeds from the sale of Shares through the Brokerage Account, and filing with the appropriate tax authorities proper tax returns and forms (including information returns) and providing to each Participant statements as required by law or regulation.
(c) Indemnification. Each person who is or shall have been (a) a member of the Board, (b) a member of the Committee, or (c) an officer or employee of the Company or any of its affiliates to whom authority was delegated in relation to this Plan, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided, however, that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys certificate of incorporation or bylaws, any contract with the Company, as a matter of law, or otherwise, or of any power that the Company may have to indemnify them or hold them harmless.
12. WITHDRAWAL. A Participant may withdraw from an Offering Period by properly completing and submitting to the Company a withdrawal form in accordance with the procedures prescribed by the Committee or the Company, which must be submitted prior to the date specified by the Committee before the Exercise Date. Upon withdrawal, any amounts credited to the Participants Purchase Account prior to the effective date of the Participants withdrawal from this Plan will be returned to the Participant, without interest, as soon as administratively practicable after such withdrawal. No further payroll deductions or contributions for the purchase of Shares will be made during the Offering Period in which such withdrawal occurs or any subsequent Offering Periods, unless the Participant properly completes and submits an Election Form, by the deadline prescribed by the Company. A Participants withdrawal from an Offering Period under this Plan will not, except as described in the immediately preceding sentence, have any effect upon his or her eligibility to participate in subsequent Offering Periods or in any similar plan that may hereafter be adopted by the Company or any of its affiliates.
(a) Withholding. The Company shall have the right to require, as a condition precedent to the exercise of an Option for the Purchase of Shares, that the Participant makes arrangements acceptable to the Company in the Companys sole discretion for payment by the Participant of any taxes and/or and social security contributions (including, without limitation, any UK national insurance contributions to the extent permitted by applicable law) which may be required to be withheld or paid as a result of, in connection with or with respect to such exercise (the Required Tax Payment). The Company shall not be required to issue or release any Shares until such arrangements are established and fulfilled to the satisfaction of the Company.
(b) Indemnification. Notwithstanding the provisions of Section 13(a), each Participant (in respect of himself or herself only) indemnifies the Company and each Participating Subsidiary and holds the Company and each Participating Subsidiary harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant or exercise of an Option, or other dealing in an Option or Shares granted or issued pursuant to this Plan.
(c) Section 431 Election. In circumstances where the Shares are to be acquired by a UK Participant pursuant to an Option, such UK Participant shall not be entitled to exercise their Options in accordance with the terms of this Plan unless: (i) such UK Participant enters into an election jointly with the UK Participants employer, pursuant to Section 431 UK Income Tax (Earnings and Pensions) Act 2003 (ITEPA) in the form prescribed by the Board; or (ii) the Board agrees otherwise.
(d) Joint Tax Election. As a condition precedent of the issuance or delivery of any Shares to a UK Participant pursuant to the exercise of an Option, the Board may require such UK Participant to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by the Company or any Participating Subsidiary in connection with the grant or exercise of the Option, or the sale of any Shares acquired pursuant to the Option. To accomplish the foregoing, the Company may require that the UK Participant expressly agrees to enter into a joint election in accordance with Paragraph 3B(1) of Schedule 1 of the Social Security Contributions and Benefits Act 1992 by and between the relevant UK Participant and the Company in a form provided by the Company (the Election) and such further joint elections as may be required by the Company or any successor to the Company.
14. TERMINATION OF EMPLOYMENT. On the Termination Date of a Participant for any reason prior to the applicable Exercise Date, whether voluntary or involuntary, and including termination of employment due to retirement, death or as a result of liquidation, dissolution, sale, merger or a similar event affecting the Company or a Participating Subsidiary, the amount credited to his or her Purchase Account will be returned to him or her or, in the case of the Participants death, to the person or persons entitled thereto under Section 18, without interest as soon as administratively practicable after such Termination Date, and his or her Option will be automatically terminated.
15. NO RIGHT OF PARTICIPATION, EMPLOYMENT OR SERVICE
(a) The rights and obligations of any Participant under the terms of the office or employment with the Company or any Participating Subsidiary will not be affected by being an Participant. The value of any benefit realized under the Plan by Participants will not be taken into account in determining any pension or similar entitlements. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any Participant or other person at any time without liability hereunder.
(b) Participants have no rights to compensation or damages on account of any loss in respect of the Plan where such loss arises (or is claimed to arise), in whole or in part, from termination of office or employment. This exclusion of liability applies however termination of office or employment is caused and however compensation or damages may be claimed. Participants have no rights to compensation or damages on account of any loss in respect of the Plan (however the relevant circumstances are caused, and however compensation or damages may be claimed) where such loss arises (or is claimed to arise), in whole or in part, from: (i) the liquidation, dissolution, sale, merger or a similar event affecting the Company or a Participating Subsidiary; (ii) any change to the eligibility criteria or enrollment process under the Plan, including any variation of the Plan terms or timing, or their complete suspension or termination; (iii) any decision by the Board that a Subsidiary shall not be a Participating Subsidiary; or (iv) any decision by the Board that any person who does not at the relevant time meet the eligibility criteria shall not become a Participant under the Plan.
16. FUNDING; INTEREST. Except as required by applicable law, the Company shall not be required to fund or set aside any funds or amounts under this Plan, including in respect of any Purchase Accounts. No interest shall accrue on the amounts credited to Purchase Accounts in this Plan.
(a) The shares subject to Options shall be Class A ordinary shares of the Company as traded on NASDAQ or on such other exchange as the Shares may be listed.
(b) Subject to adjustment upon changes in capitalization of the Company as provided in Section 20 hereof, the maximum number of Shares which shall be made available for sale under this Plan shall be 1,225,000 Shares. In addition, subject to adjustments upon changes in capitalization of the Company as provided in Section 20 hereof, the maximum number of Shares which shall be made available for sale under this Plan shall automatically increase on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until (and including) the fiscal year ending January 31, 2031, with such annual increase equal to the lesser of (i) 1,225,000 Shares, (ii) 1.5% of the number of ordinary shares of the Company issued and outstanding on January 31 of the immediately preceding fiscal year, and (iii) an amount determined by the Board. If, on a given Exercise Date, the number of Shares with respect to which Options are to be exercised exceeds the number of Shares then available under this Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
(c) A Participant shall have no interest or voting right in Shares covered by his or her Option until such Option has been exercised and the Participant has become a holder of record of Shares acquired pursuant to such exercise.
18. DESIGNATION OF BENEFICIARY. The Committee may permit Participants to designate beneficiaries to receive any Purchased Shares or the amount credited to the Participants Purchase Account in the event of such Participants death. Beneficiary designations shall be made in accordance with procedures prescribed by the Committee. If no properly designated beneficiary survives the Participant, the Purchased Shares and the amount credited to the Participants Purchase Account, if any, will be distributed to the Participants estate.
19. ASSIGNABILITY OF OPTIONS. Neither amounts credited to a Participants Purchase Account nor any rights with regard to the exercise of an Option or to receive Shares under this 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 18 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 from an Offering Period in accordance with Section 12 hereof.
20. ADJUSTMENT OF NUMBER OF SHARES SUBJECT TO OPTIONS.
(a) Adjustment. Subject to any required action by the shareholders of the Company, the maximum number and kind of securities available for purchase under this Plan, as well as the price per security and the number of securities covered by each Option under this Plan which has not yet been exercised shall be appropriately adjusted in the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, CompensationStock Compensation or any successor or replacement accounting standard), such as a share split, reverse share split, share dividend, combination or reclassification of the ordinary shares of the Company. Such adjustment shall be made by the Board or the Committee, whose determination in that respect shall be final, binding and conclusive. If any such adjustment would result in a fractional security being available under this Plan, such fractional security shall be disregarded. 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. With respect to the 423 Component, the Options granted pursuant to this Plan shall not be adjusted in a manner that causes the Options to fail to qualify as options issued pursuant to an employee stock purchase plan within the meaning of Section 423 of the Code.
(b) Dissolution or Liquidation. Unless otherwise determined by the Board, in the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will terminate immediately prior to the consummation of such proposed action, unless an earlier date is otherwise provided by the Committee or the Board, and the Board may either provide for the purchase of Shares as of the date on which such Offering Period terminates (which will be deemed to occur in all events prior to the consummation of such proposed action, if falling on the same date) or return to each Participant the payroll deductions credited to such Participants Purchase Account.
(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, Change in Control (as defined in the Mavenir plc 2020 Equity Incentive Plan) or the merger of the Company with or into another corporation, each outstanding Option shall be assumed or a substantially similar option substituted by the successor corporation or a parent or subsidiary of the successor corporation, unless the Board or Committee determines, in the exercise of its sole discretion, that in lieu of such assumption or substitution to either terminate all outstanding Options and return to each Participant the amounts credited to such Participants Purchase Account or to provide for the Offering Period in progress to end on a date prior to the date of the Companys consummation of such sale, Change in Control or merger, resulting in the Exercise Date occurring as of the last Business Day of such foreshortened Offering Period.
21. AMENDMENTS OR TERMINATION OF THIS PLAN.
(a) The Board or the Committee may at any time and for any reason amend, modify, suspend, discontinue or terminate this Plan without notice; provided that no Participants existing rights in respect of existing Options are materially and adversely affected thereby. To the extent necessary to comply with Section 423 of the Code with respect to the 423 Component (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.
(b) Without shareholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Board or the Committee shall be entitled to change the Purchase Price, Offering Periods, Purchase Periods, eligibility requirements, limit or increase the frequency and/or number of changes in the amount withheld during a Purchase Period, return all amounts in Purchase Accounts to the holders of such accounts, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in an amount less than or greater than the amount designated by a Participant in order to adjust for delays or mistakes in the Companys 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 Participants Compensation, and establish such other limitations or procedures as the Board or the Committee determines in its sole discretion advisable which are consistent with this Plan; provided, however, that changes to (i) the Purchase Price, (ii) the Offering Period, (iii) the Purchase Period, (iv) the maximum percentage of Compensation that may be deducted pursuant to Section 6(a) or (v) the maximum number of Shares that may be purchased in a Purchase Period, shall not be effective until communicated to Participants in a reasonable manner, with the determination of such reasonable manner in the sole discretion of the Board or the Committee.
22. NO OTHER OBLIGATIONS. The receipt of an Option pursuant to this Plan shall impose no obligation upon the Participant to purchase any Shares covered by such Option. Nor shall the granting of an Option pursuant to this Plan constitute an agreement or an understanding, express or implied, on the part of the Company or any of its affiliates to employ the Participant for any specified period.
23. NOTICES AND COMMUNICATION. Any notice or other form of communication which the Company or a Participant may be required or permitted to give to the other shall be provided through such means as designated by the Committee, including but not limited to any paper or electronic method.
24. CONDITION UPON ISSUANCE OF SHARES.
(a) 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, U.S. or non-U.S., including, without limitation, the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) 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 the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
(c) The Board or the Committee may, in their discretion, require as a condition to the sale of any Shares credited to Participants Brokerage Accounts under the Plan a minimum holding period following the purchase of Shares before Shares credited to Participants Brokerage Accounts may be sold or otherwise transferred, provided that such holding period, if any, shall not apply to Shares credited to the Brokerage Account of a Participant who has terminated employment on account of death or disability.
25. GENERAL COMPLIANCE. This Plan will be administered and Options will be exercised in compliance with the 1933 Act, 1934 Act and all other applicable securities laws and Company policies, including without limitation, any insider trading policy of the Company.
26. TERM OF THIS PLAN. This Plan shall become effective upon the earlier to occur of (i) its adoption by the Board and (ii) its approval by the shareholders of the Company (the earlier of such events, the Effective Date), and shall continue in effect until the earlier of (A) the termination of this Plan pursuant to Section 21 hereof and (B) the ten-year anniversary of the Effective Date, with no new Offering Periods commencing on or after such ten-year anniversary.
27. GOVERNING LAW. This Plan and all Options granted hereunder shall be construed in accordance with and governed by the laws of England and Wales without reference to choice of law principles and subject in all cases to the Code and the regulations thereunder.
28. NON-U.S. PARTICIPANTS. To the extent permitted under Section 423 of the Code, without the amendment of this Plan, the Company may provide for the participation in this Plan by Employees who are subject to the laws of non-U.S. countries or jurisdictions on such terms and conditions additional to or different from those specified in this Plan as may in the judgment of the Company be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Company may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or the Participating Subsidiaries operate or have employees. Each subplan shall constitute a separate offering under this Plan in accordance with Treas. Reg. §1.423-2(a) and, to the extent inconsistent with the requirements of Section 423, any such subplan shall be considered part of the Non-423 Component, and rights granted thereunder shall not be required by the terms of this Plan to comply with Section 423 of the Code.
29. SECTION 409A. The 423 Component shall be exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in this Plan to the contrary, if the Committee determines that an option granted under this Plan may be subject to Section 409A of the Code or that any provision in this Plan would cause an option under this Plan to be subject to Section 409A, the Committee may amend the terms of this Plan and/or of an outstanding option granted under this Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the participants consent, to exempt any outstanding option or future option that may be granted under this Plan from or to allow any such options to comply with Section 409A of the Code. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option under this Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto.