This page contains Limitations on Shares to be Purchased clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Limitations on Shares to be Purchased. (a) Any other provision of the Plan notwithstanding, no Participant shall purchase Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any
...parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be determined in each case as of the beginning of the Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that may be purchased by any Participant during any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted to purchase more than 2,500 Shares on any one Purchase Date or such greater or lesser number as the Committee shall determine. If a greater or lower limit is set under this Subsection (b), then all Participants will be notified of such limit prior to the commencement of the next Offering Period for which it is to be effective. (c) If the number of Shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will give notice of such reduction of the number of Shares to be purchased under a Participant's option to each Participant affected. (d) Any payroll deductions accumulated in a Participant's account that are not used to purchase Shares due to the limitations in this Section 10, and not covered by Section 9(e), shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).
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Variations of a "Limitations on Shares to be Purchased" Clause from Business Contracts
Limitations on Shares to be Purchased. (a)
Any other provision of No Participant shall be entitled to purchase stock under the Plan
notwithstanding, no Participant shall at a rate which, when aggregated with his or her rights to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purcha...sed in the current calendar year (under this Plan and stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Subsidiary, exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee is a Participant in the Plan, as determined in accordance with Section 423(b)(8) of the Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of the Code Code. (b) No Participant shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that may be purchased by any Participant during any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted entitled to purchase more than 2,500 Shares on the Maximum Share Amount during any one Purchase Date or such greater or lesser number as single Offering Period. Prior to the commencement of any Offering Period, the Committee shall determine. set a Maximum Share Amount. In the event of the creation of a special three (3) month Offering Period pursuant to Section 8(b), the Maximum Share Amount shall apply to the six (6) month period comprised of the original shortened Offering Period and the special Offering Period together. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will must be notified of such limit Maximum Share Amount prior to the commencement deadline established by the Company to enroll or change the rate of payroll deductions for the next Offering Period for which Period. Once the Maximum Share Amount is set, it is shall continue to be effective. apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this the Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. affected thereby. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, 10 and may not covered by Section 9(e), be used to purchase stock in any future Purchase Period of the same Offering Period shall be returned to the Participant as soon as practicable after in accordance with the end rules set forth in Section 9(d). 7 Intuit Inc.Employee Stock Purchase Plan 11. Withdrawal. (a) Each Participant may withdraw from an Offering Period under the Plan by withdrawing from the Plan in accordance with the procedures established by the Company by the deadline established by the Company for withdrawals. (b) Upon withdrawal from the Plan, the accumulated payroll deductions shall be returned to the withdrawn Participant, without interest, and his or her interest in the Plan shall terminate. In the event a Participant withdraws from the Plan in accordance with Section 11(a), he or she may not resume his or her participation in the Plan during the same Offering Period, but he or she may participate in any regular Offering Period established under Section 5 of the applicable Purchase Period, without interest (except Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the extent required due to local legal requirements outside same manner as set forth above in Section 6 for initial participation in the United States). Plan.
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no Participant shall purchase Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit No participant shall be
equal entitled to
(A) $25,000 minus (B) the Fair Market Value of the purchase Ordinary Shares
that the Participant previously purchased in the current calendar year (under under this Plan
and at a rate that..., when aggregated with his or her rights to purchase shares under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Subsidiary, exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning of Offering Date (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of any option granted to the Code shall be disregarded. If a Participant participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions outstanding at any time. The Company shall automatically be discontinued and shall automatically resume at suspend the beginning payroll deductions or other contributions of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), any participant as necessary to enforce such limit, provided that when the Company automatically resumes making such payroll deductions, deductions or accepting contributions, the Company must shall apply the rate in effect immediately prior to such suspension. (b) The Committee No participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than thirty (30) days prior to the commencement of any Offering Period, the Administrator may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during employee at any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted to purchase more than 2,500 Shares on any one single Purchase Date or such greater or lesser number as (hereinafter the Committee "Maximum Share Amount"). Until otherwise determined by the Administrator, the Maximum Share Amount shall determine. be 5,000 shares (subject to any adjustment pursuant to Section 13). If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will participants shall be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants employees participating in this Plan exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee Administrator shall determine to be equitable. In such event, the Company will give shall provide notice of such reduction of the number of Shares shares to be purchased under a Participant's participant's option to each Participant participant affected. (d) Any payroll deductions funds accumulated in a Participant's participant's account that are not used to purchase Ordinary Shares due to the limitations in this Section 10, and not covered by Section 9(e), 9 shall be returned to the Participant participant as soon as practicable after the end of the applicable Purchase Offering Period, without interest (except (subject to Section 8(d) above). 9 10. Withdrawal. (a) Each participant may withdraw from an Offering Period under this Plan by completing a notice of withdrawal (through the Company's online Plan process or in paper form if required by the Administrator) and/or any other forms required by the Administrator and by following any other procedures for withdrawal from the Plan as may be established by the Administrator, at least fifteen (15) business days prior to the extent required due end of an Offering Period or within such other time frame set forth by the Administrator. (b) Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to local legal requirements outside the United States). withdrawn participant, without interest (subject to Section 8(d) above), and his or her interest in this Plan shall terminate. In the event a participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan that commences on a date subsequent to such withdrawal by completing a subscription agreement in the same manner as set forth in Section 6 above for initial participation in this Plan.
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Limitations on Shares to be Purchased. (a)
Any other provision of No employee shall be entitled to purchase stock under the Plan
notwithstanding, no Participant shall at a rate which, when aggregated with his or her rights to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased... in the current calendar year (under this Plan and stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Subsidiary, exceeds US$25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee participates in the Plan. (b) No more than 200% of the Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 number of shares determined by using 85% of the Code fair market value of a share of the Company's Common Stock on the Offering Date as the denominator may be purchased by a participant on any single Purchase Date. (c) No employee shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under entitled to purchase more than the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Maximum Share Amount (as defined below) on any single Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately Date. Not less than thirty days prior to such suspension. (b) The Committee the commencement of any Purchase Period, the Board may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during employee at any Offering Period than that determined under Section 10(a); provided, however, in single Purchase Date (hereinafter the "Maximum Share Amount"). In no event shall a Participant be the Maximum Share Amount exceed the amounts permitted to purchase more than 2,500 Shares on any one Purchase Date or such greater or lesser number as the Committee shall determine. under Section 10(b) above. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will participants must be notified of such limit Maximum Share Amount not less than fifteen (15) days prior to the commencement of the next Offering Period for which Purchase Period. Once the Maximum Share Amount is set, it is shall continue to be effective. (c) apply with respect to all succeeding Purchase Dates and Purchase Periods unless revised by the Board as set forth above. (d) If the number of Shares shares to be purchased on a Purchase Date by all Participants employees participating in the Plan exceeds the number of Shares shares then available for issuance under this the Plan, then the Company will shall make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee Board shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's participant's option to each Participant affected. (d) employee affected thereby. (e) Any payroll deductions accumulated in a Participant's participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), 10 shall be returned to the Participant participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States). Offering Period.
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no No Participant shall
be entitled to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an stock under any Offering Period
at a rate which, when aggregated with such Participant's rights to purchase stock, that
commenced are also outstanding in the
current same calendar
year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Pa...rticipant previously purchased in the current calendar year (under this Plan and all year(s) (whether under other Offering Periods or other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Corporate Group), exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning of Offering Date, (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described Offering Period is in Section 423 of effect (hereinafter the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions "Maximum Share Amount"). The Company shall automatically be discontinued and shall automatically resume at suspend the beginning payroll deductions of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), any Participant as necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during any Offering Period than that determined under Section 10(a); 10(a) above, which shall then be the Maximum Share Amount for subsequent Offering Periods; provided, however, in no event shall a Participant be permitted to purchase more than 2,500 3,000 Shares on during any one Purchase Date or such greater or lesser number as Offering Period, irrespective of the Committee shall determine. Maximum Share Amount set forth in (a) and (b) hereof. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will must be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. The Maximum Share Amount shall continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except Period.. 11. Withdrawal. (a) Each Participant may withdraw from an Offering Period under this Plan by signing and delivering to the extent required due Company a written notice to local legal requirements outside that effect on a form provided for such purpose by the United States). Company. Such withdrawal may be elected at any time prior to the end of an Offering Period, or such other time period as specified by the Committee. 5 (b) Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn Participant, without interest, and his or her interest in this Plan shall terminate. In the event a Participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth in Section 6 above for initial participation in this Plan.
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Limitations on Shares to be Purchased. (a)
Any other provision of No Participant shall be entitled to purchase stock under the Plan
notwithstanding, no Participant shall at a rate which, when aggregated with his or her rights to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purcha...sed in the current calendar year (under this Plan and stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Subsidiary, exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee is a Participant in the Plan, as determined in accordance with Section 423(b)(8) of the Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of the Code Code. (b) No Participant shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that may be purchased by any Participant during any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted entitled to purchase more than 2,500 Shares on the Maximum Share Amount during any one Purchase Date or such greater or lesser number as single Offering Period. Prior to the commencement of any Offering Period, the Committee shall determine. set a Maximum Share Amount. In the event of the creation of a special three (3) month Offering Period pursuant to Section 8(b), the Maximum Share Amount shall apply to the six (6) month period comprised of the original shortened Offering Period and the special Offering Period together. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will must be notified of such limit Maximum Share Amount prior to the commencement deadline established by the Company to enroll or change the rate of payroll deductions for the next Offering Period for which Period. Once the Maximum Share Amount is set, it is shall continue to be effective. apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this the Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. affected thereby. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, 10 and may not covered by Section 9(e), be used to purchase stock in any future Purchase Period of the same Offering Period shall be returned to the Participant as soon as practicable after in accordance with the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States). rules set forth in Section 9(d).
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Limitations on Shares to be Purchased. (a)
Any other provision of No employee shall be entitled to purchase stock under the Plan
notwithstanding, no Participant shall at a rate which, when aggregated with the employee's rights to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purch...ased in the current calendar year (under this Plan and stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Subsidiary, exceeds US$25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee participates in the Plan. (b) In the event the fair market value of a share of the Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 Common Stock on the Purchase Date is less than 50% of the Code fair market value of the Common Stock on the Offering Date, no more than a number of shares of Common Stock equal to 200% of the number of shares of Common Stock that could be purchased assuming a purchase price equal to 85% of the fair market value of a share of the Common Stock on the Offering Date may be purchased by a participant on any single Purchase Date. (c) No employee shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under entitled to purchase more than the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Maximum Share Amount (as defined below) on any single Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately Date. Not less than thirty days prior to such suspension. (b) The the commencement of any Purchase Period, the Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during employee at any Offering Period than that determined under Section 10(a); provided, however, in single Purchase Date (hereinafter the "Maximum Share Amount"). In no event shall a Participant be the Maximum Share Amount exceed the amounts permitted to purchase more than 2,500 Shares on any one Purchase Date or such greater or lesser number as the Committee shall determine. under Section 10(b) above. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will participants must be notified of such limit Maximum Share Amount not less than fifteen (15) days prior to the commencement of the next Offering Period for which Purchase Period. Once the Maximum Share Amount is set, it is shall continue to be effective. (c) apply with respect to all succeeding Purchase Dates and Purchase Periods unless revised by the Committee as set forth above. (d) If the number of Shares shares to be purchased on a Purchase Date by all Participants employees participating in the Plan exceeds the number of Shares shares then available for issuance under this the Plan, then the Company will shall make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's participant's option to each Participant affected. (d) employee affected thereby. (e) Any payroll deductions accumulated in a Participant's participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), 10 shall be returned to the Participant participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States). Offering Period.
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no No Participant shall
be entitled to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an stock under any Offering Period
at a rate which, when aggregated with such Participant's rights to purchase stock, that
commenced are also outstanding in the
current same calendar
year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Shares that the Pa...rticipant previously purchased in the current calendar year (under this Plan and all year(s) (whether under other Offering Periods or other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Corporate Group), exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be fair market value, determined in each case as of the beginning of Offering Date, (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described Offering Period is in Section 423 of effect (hereinafter the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions "Maximum Share Amount"). The Company shall automatically be discontinued and shall automatically resume at suspend the beginning payroll deductions of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), any Participant as necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The In addition to the foregoing monetary limit, the Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant all Participants on an aggregate basis during any Offering Period than that determined under Section 10(a); provided, however, in no event (hereinafter, the "Maximum Offering Period Share Amount"), which shall a Participant then be permitted to purchase more than 2,500 Shares on any one Purchase Date or such greater or lesser number as the Committee shall determine. Maximum Offering Period Share Amount for subsequent Offering Periods. If a greater or lower limit new Maximum Offering Period Share Amount is set under this Subsection (b), set, then all Participants will must be notified of such limit Maximum Offering Period Share Amount prior to the commencement of the next Offering Period for which it is to be effective. (c) The Maximum Offering Period Share Amount shall continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. If the number of Shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares then available for issuance under this Plan, shares that comprise the Maximum Offering Period Share Amount, then the Company will make number of shares to be purchased shall be allocated on a pro rata allocation of the remaining Shares pro-rata basis in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company shall give written notice of such allocation to affected Participants. (b) The Committee may, in its sole discretion, set a lower maximum number of shares which may be purchased by any Participant during any Offering Period than that determined under Section 10(a) above, which shall then be the Maximum Share Amount for subsequent Offering Periods. If a new Maximum Share Amount is set, then all Participants must be notified of such Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. The Maximum Share Amount shall continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States). interest.
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Limitations on Shares to be Purchased.
(a) Any other provision of the Plan notwithstanding, no Participant shall purchase Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit 11.1 No participant shall be
equal entitled to
(A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the current calendar year (under purchase stock under this Plan
and at a rate wh...ich, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced Affiliate, exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the Employee participates in this Plan. The Company shall have the authority to take all necessary action, including but not limited to, suspending the payroll deductions of any participant, in order to ensure compliance with this Section. 11.2 No participant shall be entitled to purchase more than the Maximum Share Amount on any single Purchase Date. Prior to the commencement of any Offering Period in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The time period as specified by the Committee, the Committee may, in its sole discretion, set a lower maximum number of Shares that may be purchased by any Participant during any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted to purchase more than 2,500 Shares on any one Purchase Date or such greater or lesser number as Maximum Share Amount. If the Committee does not set a Maximum Share Amount, the Maximum Share Amount shall determine. be 4,000 Shares. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will participants must be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is Period. The Maximum Share Amount shall continue to be effective. (c) apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Committee as set forth above. 11.3 If the number of Shares to be purchased on a Purchase Date by all Participants Employees participating in this Plan exceeds the number of Shares then available for issuance under this Plan, then the Company will shall make a pro rata allocation of the remaining Shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will shall give written notice of such reduction of the number of Shares to be purchased under a Participant's participant's option to each Participant participant affected. (d) 8 11.4 Any payroll deductions accumulated in a Participant's participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), 11 shall be returned to the Participant participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent unless required due to by local legal requirements outside the United States). law.
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no No Participant
shall will be entitled to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an stock under any Offering Period
that commenced in the current calendar year, the limit shall be equal at a rate which, when aggregated with such Participant's rights to
(A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the cu...rrent calendar year (under this Plan and purchase stock under all other employee stock purchase plans of a Participating Company intended to meet the Company or any parent or Subsidiary requirements of Section 423 of the Company). (ii) In the case of Shares purchased during an Offering Period Code, that commenced are also outstanding in the immediately preceding same calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all year(s) (whether under other Offering Periods or other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) Redfin, its Parent and its Subsidiaries), exceeds $25,000 in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning of Offering Date (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described Offering Period is in Section 423 effect (hereinafter the "Maximum Share Amount"). Redfin may automatically suspend the payroll deductions of the Code shall be disregarded. If a any Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), as necessary to enforce such limit provided that when the Company Redfin automatically resumes such payroll deductions, the Company Redfin must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during any Offering Period than that determined under Section 10(a); 10(a) above, which will then be the Maximum Share Amount for subsequent Offering Periods; provided, however, in no event shall will a Participant be permitted to purchase more than 2,500 Two Thousand Five Hundred (2,500) Shares on during any one Purchase Date Period or such greater or lesser number as the Committee shall determine. may determine, irrespective of the Maximum Share Amount set forth in (a) and (b) hereof. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. The Maximum Share Amount will continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this Plan, then the Company Redfin will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall will be reasonably practicable and as the Committee shall will determine to be equitable. In such event, the Company Redfin will give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. 5 (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), shall will be returned to the Participant as soon as administratively practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no Participant shall purchase Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an Offering Period that commenced in the current calendar year, the limit No participant shall be
equal entitled to
(A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the current calendar year (under purchase Common Stock under this Plan
and at a rate ...which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). (ii) In the case of Shares purchased during an Offering Period that commenced exceeds $25,000 in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning of Offering Date (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described in Section 423 of any option granted to the Code shall be disregarded. If a Participant participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions outstanding at any time. The Company shall automatically be discontinued and shall automatically resume at suspend the beginning payroll deductions or other contributions of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), any participant as necessary to enforce such limit provided that when the Company automatically resumes making such payroll deductions, deductions or accepting contributions, the Company must shall apply the rate in effect immediately prior to such suspension. (b) The Committee No participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than thirty (30) days prior to the commencement of any Offering Period, the Administrator may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during employee at any Offering Period than that determined under Section 10(a); provided, however, in no event shall a Participant be permitted to purchase more than 2,500 Shares on any one single Purchase Date or such greater or lesser number as (hereinafter the Committee "Maximum Share Amount"). Until otherwise determined by the Administrator, the Maximum Share Amount shall determine. be 5,000 shares (subject to any adjustment pursuant to Section 14). If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will participants shall be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is Period. The Maximum Share Amount shall continue to be effective. apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Administrator as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants employees participating in this Plan exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee Administrator shall determine to be equitable. In such event, the Company will give shall provide notice of such reduction of the number of Shares shares to be purchased under a Participant's participant's option to each Participant participant affected. (d) Any payroll deductions funds accumulated in a Participant's participant's account that which are not used to purchase Shares Common Stock due to the limitations in this Section 10, and not covered by Section 9(e), 10 shall be returned to the Participant participant as soon as practicable after the end of the applicable Purchase Period, without interest (except (subject to the extent required due to local legal requirements outside the United States). Section 9(e) above).
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