Table of Contents
General. Our 2014 Employee Stock Purchase Plan, or our 2014 ESPP, was adopted by our board of directors in July 2014 and we expect
stockholders to approve it prior to completion of this offering. The 2014 ESPP will become effective as of the effective date of the registration statement of which this prospectus is a part. Our 2014
ESPP is intended to qualify under Section 423 of the Internal Revenue Code.
Share Reserve. We have reserved shares of our common stock for
issuance under the 2014 ESPP. The number of shares reserved for
issuance under the 2014 ESPP will automatically be increased on the
first business day of each of our fiscal years, commencing in 2015, by a number equal to the least of:
- % of the shares of common stock outstanding on the last business day of the prior fiscal year; or
- the number of shares determined by our board of directors.
number of shares reserved under the 2014 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase
period share limit).
Administration. The compensation committee of our board of directors will administer the 2014 ESPP.
Eligibility. All of our employees are eligible to participate if we employ them for more than 20 hours per week and for five
months or more
per year. Eligible employees may begin participating in the 2014 ESPP at the start of any offering period.
Offering Periods. Each offering period will last a number of months determined by the compensation committee, not to exceed
27 months. A new
offering period will begin periodically, as determined by the compensation committee. Offering periods may overlap or may be consecutive. Unless otherwise determined by the compensation committee,
offering periods of months' duration will begin in each year
on and . However, if so determined by the compensation
committee, the first
offering period may start on the effective date of the registration statement related to this offering and will end on , with the first purchase date occurring
Amount of Contributions. Our 2014 ESPP permits each eligible employee to purchase common stock through payroll deductions. Each
deductions may not exceed 15% of the employee's cash compensation. Each participant may purchase up to the number of shares determined by our board of directors on any purchase date, not to exceed
shares. The value of the shares purchased may not exceed $25,000 for each calendar year in which the offering period was
outstanding. Participants may withdraw their contributions at
any time before stock is purchased.
Purchase Price. The price of each share of common stock purchased under our 2014 ESPP will not be less than 85% of the lower of the
fair market value
per share of common stock on the first day of the applicable offering period (or, in the case of the first offering period, the price at which one share of common stock is offered to the public in
this offering) or the fair market value per share of common stock on the purchase date.
Other Provisions. Employees may end their participation in the 2014 ESPP at any time. Participation ends automatically upon termination
with us. If we experience a change in control, our 2014 ESPP will end and shares will be purchased with the payroll deductions accumulated to date by participating employees. Our board of directors or
our compensation committee may amend or terminate the 2014 ESPP at any time.