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(a)このオン・セミコンダクター・コーポレーション2000年従業員株式購入計画（以下、「プラン」）は、オン・セミコンダクター・コーポレーション（以下、「会社」）、その子会社および関連会社の従業員が株式所有を促進し、従業員に企業の収益性と成功への貢献を促すことを目的としています。

(b)このプランには2つの要素があります：コードセクション423コンポーネント（「423 コンポーネント」）と非コードセクション423コンポーネント（「」423以外のコンポーネント」)。423コンポーネントが本規範のセクション423に基づく「従業員株式購入制度」の対象となることが当社の意図です。本プランの規定は423コンポーネントに適用されるため、本規範のセクション423の要件に従い、統一的かつ差別のない基準で参加を拡大および制限するように解釈されます。さらに、本プランは、本規範第423条に基づく「従業員株式購入プラン」としての資格を得ることを意図したものではなく、対象となる従業員、当社、その子会社、および関連会社の税金、証券法、またはその他の目的を達成するために取締役会が採択した規則、手続き、またはサブプランに従って付与される非423コンポーネントに基づく購入権の付与を許可します。プランに別段の定めがある場合や理事会が決定した場合を除き、423以外のコンポーネントは423コンポーネントと同じ方法で運営および管理されます。

(a)“関係会社「Affiliate」とは、直接または間接的に会社を支配する、または会社によって支配される、あらゆる個人または団体を指します。「支配」という用語（関連性ある意味として「支配する」の用語を含む）が、ある個人や団体に適用される際、その個人や団体の経営や政策を直接または間接的に指示する権限を持つことを意味し、株式やその他の証券の所有、契約、その他の手段を通じてであってもかまいません。取締役会には、「Affiliate」のステータスが上記の定義内でいつ判断されるかを判断する権限があります。

(b)“取締役会(d) 「」は、参加者と会社が定義する書面による契約の中でそのような用語が付与された意味を持ち、そのような契約が存在しない場合、以下に示すように、参加者に関して、次のイベントの発生を意味します。 (i) 参加者が米国またはその他の州の法律に基づく詐欺、不正行為、不正行為、脱線等の任意の重罪または犯罪を犯した場合、 (ii) 参加者が、会社に対して不正行為または不正行為を行った、 (iii) 参加者が、参加者と会社の間の契約または合意または、会社に対する法定義務の任意の重大な違反、 (iv) 参加者が会社の機密情報または営業秘密を不正に使用または開示した場合、または (v) 参加者が不適切な行動を行った場合。参加者の継続的なサービスが原因または原因なしと判断されるかどうかの決定は、会社の単独の裁量によって行われます。

(f)“指定会社「」は、理事会が自己の裁量で計画に参加する資格があると指定した、現在存在するか将来存在するいずれかの関連会社または子会社を意味します。理事会は、Non-423コンポーネントの指定会社として任意の関連会社または子会社を指定できます。 423コンポーネントのオファリングの目的においては、指定会社となるのは、会社および任意の子会社のみです。ただし、423コンポーネントのオファリングの下で指定会社とされている子会社は、Non-423コンポーネントの下で指定会社とはなりません。

(h)“「公正市場価値」とは、任意の日付における、コードの第409A条に準拠して取締役会が決定する普通株式の価値を意味します。また、インセンティブストックオプションの場合は、コードの第422条に準拠する場合もあります。「”」は、取引所（または株主が時点で上場している国民証券取引所または見積りシステム）に報告された当該日の株価指標、またはその日に売買がない場合は、報告された前日の終値である。ただし、IPO日から開始されるオファリング期間では、そのオファリング期間の初日の時点での株価の公正市場価値は、同社の株式の初期公開株式の価格と見なされる。

(j)“提供価格「”」は、購入権の提供期間中に、当社の従業員または1つ以上の指定会社の資格のある従業員が参加できる計画にさらに詳細に記載された、423コンポーネントまたはNon-423コンポーネントのいずれかの下での提供を意味します。取締役会が別に定めない限り、計画の下で当該会社または1つ以上の指定会社の資格のある従業員が参加できる各提供は、コードのセクション423の目的のために、それぞれ個別の提供と見なされます。各提供の日付が同一である場合でも、計画の規定はそれぞれの提供に個別に適用されます。

(k)“募集期間「」とは、IPO日から次のカレンダー四半期の最終日までの期間であり、その後は毎三か月毎。アメリカに居住していない参加者の場合、会社が該当する外国の管轄権から外国に居住する参加者に普通株式を提供する承認を受ける日が、会社の初めての株式公開が有効になる日よりも後になる場合、オファリング期間とは、そのような参加者に普通株式を提供するために会社が該当する外国の管轄権から承認を受け取る日から次のカレンダー四半期の最終日までの期間であり、その後は毎三か月毎です。

(p)“子会社「」は、(i)その第一身元の者によって直接または間接的に有利株を所有されるか、あるいはその他によって制御される者の選挙権の過半数、または(ii) 選挙権または所有権の利益について十分な量の投票権または所有権の利益を持ち、その他の者がビジネスと事業の指揮に責任を持つ取締役(または同様の者)の過半数を選出できる場合、その第一身元の者によって直接または間接的に有利株を所有されるか、またはその他によって制御されることが定義される。”とは、コードセクション424(f)に規定されているように、株式総権力の50%以上を所有する株式を持つ他の企業（会社を除く）から始まる企業の断絶のない連鎖で、最後の企業を除く各企業が、連鎖内の他の企業の株式全てのクラスの合計投票権力の50%以上を所有する場合を指します。

(a)委員会管理計画は委員会によって管理されます。委員会は、計画の修正権限を除く管理職と権限を任意の委員会または任意の役員またはその委員会に委任することができる（その場合、委員会への言及は、その職務と権限が委託された管理者を指すものと見なされる）。委員会は、計画を管理し、欠陥を修正したり遺漏を補ったり、計画に矛盾がある場合にはそれを調整したり、計画およびその下の規則と規則を解釈し、その下でカストディアンが必要とする情報を提供し、計画の下でのすべての決定および判断（適格性に関する判断を含む）を行う権限を完全に有します。計画の管理に関連して行動する者は、その能力で計画に関連する任何事項を決定する参加することはありません。

(d)Other Administrative Provisions. The Company will furnish information from its records as directed by the Board, and such records, including a Participant’s Earnings, will be conclusive on all persons unless determined by the Board to be incorrect. Each Participant and other person claiming benefits under the Plan must furnish to the Company in writing an up-to-date mailing address and any other information as the Board or Custodian may reasonably request. Any communication, statement, or notice mailed with postage prepaid to any such Participant or other person at the last mailing address filed with the Company will be deemed sufficiently

given when mailed and will be binding upon the named recipient. The Plan will be administered on a reasonable and nondiscriminatory basis and uniform rules will apply to all persons similarly situated. All Participants will have equal rights and privileges (subject to the terms of the Plan) with respect to Purchase Right outstanding during any given Offering Period in accordance with Code Section 423(b)(5). With respect to an Offering under the 423 Component, the terms of separate Offerings need not be identical, provided that all Participants in a particular Offering will have equal rights and privileges, except as otherwise may be permitted by Section 423 of the Code. An Offering under the Non-423 Component need not satisfy such requirements.

(e)Non-423 Component. Notwithstanding any provision to the contrary in this Plan, the Board may adopt terms and conditions governing Offerings which shall take precedence over the provisions of this Plan and/or adopt rules or procedures relating to the operation and administration of the Plan, in each case, to accommodate the specific requirements of local laws, customs and procedures for or to facilitate favorable tax treatment available in jurisdictions outside of the United States. To the extent inconsistent with the requirements of Section 423, any Offering containing such differing terms and conditions contemplated under the foregoing sentence shall be considered to be made under the Non-423 Component and such Offering shall not be required by the terms of the Plan to comply with Section 423 of the Code. Without limiting the generality of the foregoing, the Board specifically is authorized to adopt rules, procedures and subplans, which, for purposes of the Non-423 Component, may be outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, the definition of Earnings, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions or other contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary-designation requirements, withholding procedures and handling of Stock issuances, which may vary according to local requirements.

4.Stock Subject to Plan. Subject to adjustment as provided below, the total number of shares of Stock reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under the Plan will be 34,500,000. If, at the end of any Offering Period, the number of shares of Stock with respect to which Purchase Rights are to be exercised exceeds the number of shares of Stock then available under the Plan, the Board shall make a pro rata allocation of the shares of Stock remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. Any shares of Stock delivered by the Company under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares or shares of Stock purchased on the open market. The number of such shares of Stock or kind and number of other securities subject to the Plan, the maximum number of shares of Stock that may be purchased during an Offering Period and the Purchase Price will be proportionately adjusted, as determined by the Board, in the event of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Stock. For the avoidance of doubt, up to the maximum number of shares of Stock reserved under this Section 4 may be used to satisfy purchases of Stock under the 423 Component and any remaining portion of such

(a)Eligibility. An employee of the Company or any Designated Company may be enrolled in the Plan for any Offering Period if such employee is employed by the Company or a Designated Company on the first day of the Offering Period unless such person would, immediately upon enrollment, be deemed to own, for purposes of Section 423(b)(3) of the Code, an aggregate of five percent or more of the total combined voting power or value of all outstanding shares of all classes of the Stock of the Company or any Subsidiary. In addition, prior to an Offering Period, the Board may determine, in its discretion (but on a uniform and nondiscriminatory basis for Offerings under the 423 Component), to exclude employees from participating in that Offering, if, as of the first day of the Offering Period, the employee:

The Company will notify an employee of the date as of which he or she is eligible to enroll in the Plan and will make available to each eligible employee the necessary enrollment forms. Notwithstanding the above, any individual who is employed by the Company or a Designated Company and who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of section 7701(b)(1)(A))) will be ineligible to participate in the Plan if the offering is prohibited under the laws of the jurisdiction or if compliance with the laws of the jurisdiction would cause the offering to violate Section 423 of the Code. Additionally, the offer of the Purchase Right and the delivery of Stock under the Plan shall be effective for any individual who is employed by the Company or Designated Company and who is working outside of the United States only after the Company has complied with the applicable laws of the country in which the employee is working.

For purposes of clarity, and unless otherwise required by Section 423 of the Code, the term “employee” will not include the following, regardless of any subsequent reclassification as an employee by the Company or a Designated Company, any governmental agency, or any court: any independent contractor; any consultant; any individual performing services for the Company or a Designated Company who has entered into an independent contractor or consultant agreement with the Company or a Designated Company; any individual performing services for the Company or a Designated Company under a purchase order, a supplier agreement or any other agreement that the Company or a Designated Company enters into for services; any individual classified by the

Company or a Designated Company as contract labor (such as contractors, contract employees, job shoppers), regardless of length of service; any individual whose base wage or salary is not processed for payment by the payroll department(s) or payroll provider(s) of the Company or a Designated Company; and any leased employee. The Board has exclusive discretion to determine whether an individual is an “employee” for purposes of the Plan.

(b)Initial Enrollment. An employee who is eligible under Section 5(a) (or who will become eligible on or before a given Offering Period) may, after receiving current information about the Plan, initially enroll in the Plan by executing and filing with the Company a properly completed enrollment form, including the employee’s election as to the rate of payroll contributions for the Offering Period. To be effective for any Offering Period, such enrollment form must be filed at least two weeks (or such other period determined by the Board) preceding such Offering Period.

(c)Automatic Re-enrollment for Subsequent Offering Periods. A Participant whose enrollment in, and payroll contributions under, the Plan continues throughout an Offering Period will automatically be re-enrolled in the Plan for the next Offering Period unless (i) the Participant terminates enrollment before the next Offering Period in accordance with Section 7(a), or (ii) the Participant is ineligible to participate under Section 5(a). The initial rate of payroll contributions for a Participant who is automatically re-enrolled for an Offering Period will be the same as the rate of payroll contribution in effect at the end of the preceding Offering Period, unless the Participant files a new enrollment form designating a different rate of payroll contributions and such new enrollment form is received no later than two weeks (or such other period determined by the Board) prior to the beginning of the next Offering Period.

(d)Payroll Contributions. A Participant will make contributions under the Plan at the rate elected by the Participant in his or her enrollment form in effect for that Offering Period (except that such rate may be changed during the Offering Period to the extent permitted below) by means of payroll deductions from each payroll period which ends during the Offering Period. The rate of payroll contributions elected by a Participant may not be less than one percent (1%) nor more than ten percent (10%) of the Participant’s Earnings for the Offering Period, and only whole percentages may be elected; provided, however, that the Board may specify a lower minimum rate and higher maximum rate, subject to Section 8(c). Notwithstanding the above, a Participant’s payroll contributions will be adjusted downward by the Company as necessary to ensure that the limit on the amount of Stock purchased for an Offering Period set forth in Section 6(a)(iii) is not exceeded. A Participant may elect to increase, decrease, or discontinue payroll contributions for a future Offering Period by filing a new enrollment form designating a different rate of payroll contributions, which form must be received at least two weeks (or such other period determined by the Board) prior to the beginning of an Offering Period to be effective for that Offering Period. In addition, a Participant may elect to discontinue payroll contributions during an Offering Period by filing a new enrollment form, such change to be effective for the next payroll after the Participant’s new enrollment form is received.

(e)Crediting Payroll Contributions to Cash Accounts. All payroll contributions by a Participant under the Plan will be credited to a Cash Account maintained by the Company on behalf of the Participant. The Company will credit payroll contributions to each Participant’s Cash Account as soon as practicable after the contributions are withheld from the Participant’s Earnings.

ii)Except as limited in (iii) below, the number of shares of Stock that may be purchased upon exercise of the Purchase Right for an Offering Period will equal the number of shares (including fractional shares) that can be purchased at the purchase price specified in Section 6(a)(i) with the aggregate amount credited to the Participant’s Cash Account as of the last day of an Offering Period.

(b)Purchase of Stock. At or as promptly as practicable after the last day of an Offering Period, amounts credited to each Participant’s Cash Account will be applied by the Company to purchase Stock, in accordance with the terms of the Plan. Shares of Stock will be purchased from the Company or in the open market, as the Board

determines. The Company will aggregate the amounts in all Cash Accounts when purchasing Stock, and shares purchased will be allocated to each Participant’s Stock Account in proportion to the cash amounts withdrawn from such Participant’s Cash Account. After completing purchases for each Offering Period (which will be completed in not more than 15 calendar days after the last day of an Offering Period), all shares of Stock so purchased for a Participant will be credited to the Participant’s Stock Account.

(c)Dividend Reinvestment; Other Distributions. Cash dividends on any Stock credited to a Participant’s Stock Account will be automatically reinvested in additional shares of Stock; such amounts will not be available in the form of cash to Participants. The Company will aggregate all purchases of Stock in connection with dividend reinvestment for a given dividend payment date. Purchases of Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 15 calendar days) after a dividend payment date. The purchases will be made directly from the Company at 100% of the Fair Market Value of a share of Stock on the dividend payment date or on the open market. Any shares of Stock distributed as a dividend or distribution in respect of shares of Stock or in connection with a split of the Stock credited to a Participant’s Stock Account will be credited to such Account.

(d)Withdrawals and Transfers. Shares of Stock may be withdrawn from a Participant’s Stock Account, in which case one or more certificates for whole shares may be issued in the name of, and delivered to, the Participant, with such Participant receiving cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the day preceding the date of withdrawal. Alternatively, whole shares of Stock may be withdrawn from a Participant’s Stock Account by means of a transfer to a broker-dealer or financial institution that maintains an account for the Participant, together with the transfer of cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the day preceding the date of withdrawal. Participants may not designate any other person to receive shares of Stock withdrawn or transferred under the Plan. A Participant seeking to withdraw or transfer shares of Stock must give instructions to the Custodian in such manner and form as may be prescribed by the Custodian, which instructions will be acted upon as promptly as practicable. Withdrawals and transfers will be subject to any fees imposed in accordance with Section 8(a).

(a)Termination of Enrollment. A Participant’s enrollment in the Plan will terminate upon (i) the beginning of any payroll period or Offering Period that begins after he or she files a written notice of termination of enrollment with the Company, provided that such Participant will continue to be deemed to be enrolled with respect to any completed Offering Period for which purchases have not been completed, (ii) such time as the Participant becomes ineligible to participate under Section 5(a) of the

Plan, or (iii) the termination of the Participant’s employment by the Company and its Subsidiaries. An employee whose enrollment in the Plan terminates may again enroll in the Plan as of any subsequent Offering Period if he or she satisfies the eligibility requirements of Section 5(a) as of such Offering Period. A Participant’s election to discontinue payroll contributions will not constitute a termination of enrollment.

(b)Distribution. As soon as practicable after a Participant’s enrollment in the Plan terminates, amounts in the Participant’s Cash Account which resulted from payroll contributions will be repaid to the Participant. The Custodian will continue to maintain the Participant’s Stock Account for the Participant until the earlier of such time as the Participant directs the sale of all Stock in the Account, withdraws, or transfers all Stock in the Account, or one year after the Participant ceases to be employed by the Company and its Subsidiaries. If a Participant’s termination of enrollment results from his or her death, all amounts payable will be paid to his or her estate.

(a)Costs. Costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, to the extent provided in this Section 8(a). Any brokerage fees and commissions for the purchase of Stock under the Plan (including Stock purchased upon reinvestment of dividends and distributions) will be paid by the Company, but any brokerage fees and commissions for the sale of Stock under the Plan by a Participant will be borne by such Participant. The rate at which such fees and commissions will be charged to Participants will be determined by the Custodian or any broker-dealer used by the Custodian (including an affiliate of the Custodian) and communicated from time to time to Participants. In addition, the Custodian may impose or pass through a reasonable fee for the withdrawal of Stock in the form of stock certificates (as permitted under Section 6(d)), and reasonable fees for other services unrelated to the purchase of Stock under the Plan, to the extent approved in writing by the Company and communicated to Participants.

(b)Statements to Participants. The Participant’s statement will reflect payroll contributions, purchases, sales, and withdrawals and transfers of shares of Stock and other Plan transactions by appropriate adjustments to the Participant’s Accounts. The Custodian will, not less frequently than quarterly, provide or cause to be provided a written statement to the Participant showing the transactions in his or her Stock Account and the date thereof, the number of shares of Stock credited or sold, the aggregate purchase price paid or sales price received, the purchase or sales price per share, the brokerage fees and commissions paid (if any), the total shares held for the Participant’s Stock Account (computed to at least three decimal places), and such other information as agreed to by the Custodian and the Company.

(c)Compliance with Section 423. It is the intent of the Company that the 423 Component of this Plan comply in all respects with applicable requirements of Section 423 of the Code and regulations thereunder. Accordingly, if any provision of this Plan does not comply with such requirements, such provision will be construed or deemed amended to the extent necessary to conform to such requirements as it pertains to an Offering under the 423 Component.

(a)Compliance With Legal and Other Requirements. The Plan, the granting and exercising of Purchase Rights hereunder, and the other obligations of the Company and the Custodian under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Stock upon exercise of Purchase Rights until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, or the laws of any country in which employees of the Company and a Subsidiary who are nonresident aliens and who are eligible to participate reside, or other required action with respect to any automated quotation system or stock exchange upon which the Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate. In addition, the Company may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations.

(b)Limits on Encumbering Rights. No right or interest of a Participant under the Plan, including any Purchase Right, may be pledged, encumbered, or hypothecated to or in favor of any party, subject to any lien, obligation, or liability of such Participant, or otherwise assigned, transferred, or disposed of except pursuant to the laws of descent or distribution, and any right of a Participant under the Plan will be exercisable during the Participant’s lifetime only by the Participant.

(c)No Right to Continued Employment. Neither the Plan nor any action taken hereunder, including the grant of a Purchase Right, will be construed as giving any employee the right to be retained in the employ of the Company, any of its Subsidiaries or any Affiliate, nor will it interfere in any way with the right of any of the foregoing to terminate any employee’s employment at any time.

(d)Taxes. The Company, any Subsidiary or Affiliate is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, and a Participant’s enrollment in the Plan will be deemed to constitute his or her consent to such withholding. In addition, Participants may be required to advise the Company of sales and other dispositions of Stock acquired under the plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. This provision and other Plan provisions do not set forth an explanation of the tax consequences to Participants under the Plan. A brief summary of the tax consequences will be included in disclosure documents to be separately furnished to Participants.

one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any automated quotation system or stock exchange on which the Stock may then be quoted or listed, or if such shareholder approval is necessary in order for the Plan to continue to meet the requirements of Section 423 of the Code, and the Board may otherwise, in its discretion, determine to submit other such actions to shareholders for approval. However, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant with respect to outstanding Purchase Rights relating to any Offering Period that has been completed prior to such Board action. The foregoing notwithstanding, upon termination of the Plan the Board may (i) elect to terminate all outstanding Purchase Rights at such time as the Board may designate, and all amounts contributed to the Plan which remain in a Participant’s Cash Account will be returned to the Participant (without interest) as promptly as practicable, or (ii) shorten the Offering Period to such period determined by the Board and use amounts credited to a Participant Cash Account to purchase Stock.

(f)No Rights to Participate; No Shareholder Rights. No Participant or employee will have any claim to participate in the Plan with respect to Offering Periods that have not commenced, and the Company will have no obligation to continue the Plan. No Purchase Right will confer on any Participant any of the rights of a shareholder of the Company unless and until Stock is duly issued or transferred and delivered to the Participant (or credited to the Participant’s Stock Account).

(g)Fractional Shares. Unless otherwise determined by the Board, purchases of Stock under the Plan executed by the Custodian may result in the crediting of fractional shares of Stock to the Participant’s Stock Account. Such fractional shares will be computed to at least three decimal places. Fractional shares will not, however, be issued by the Company, and certificates representing fractional shares will not be delivered to Participants under any circumstances.

(j)Effective Date. The Plan will become effective on the IPO Date, subject to the Plan being approved by shareholders of the Company, at a meeting by a vote sufficient to meet the requirements of Section 423(b)(2) of the Code. If the Plan is not approved in accordance with Section 423(b)(2) of the Code, each Participant’s Purchase Right shall be void and amounts credited to the Participant’s Cash Account shall be promptly returned to the Participant.

application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 9(l), Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the Stock subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 9(l), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or its exercise, payment, settlement or deferral is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including without limitation any regulations or other guidance issued thereunder. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right 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 Board with respect thereto.

(l)Tax Qualification and Limitations. Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (for example, under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 9(k). The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.