Run: Employee Stock Purchase Plan (ESPP) Policy

This policy establishes the rules for the Company's Employee Stock Purchase Plan (ESPP), including eligibility, enrollment, offering periods, purchase periods, discount calculations, lookback provisions, payroll deductions, and compliance requirements. The ESPP is intended to be administered in a manner consistent with **Internal Revenue Code Section 423** for qualified plans, as applicable, and with the Company's insider trading and securities compliance requirements.

This policy applies to all employees of the Company who are eligible to participate in the ESPP, subject to the plan document, offering terms, and any jurisdiction-specific restrictions. **Applicable roles:** All eligible employees unless excluded by the plan document. **Applicable jurisdictions:** United States employees, with any state-specific or local payroll, securities, or tax requirements applied as needed. **California employees:** Any payroll deduction, wage statement, and stock plan administration practices must comply with applicable California wage and hour requirements. **Non-U.S. employees:** Participation is permitted only if expressly authorized by the plan administrator and local law.

**Offering Period**: The period during which eligible employees may enroll and accumulate payroll deductions for stock purchases. **Purchase Period**: The sub-period within an offering period when accumulated payroll deductions are used to purchase company stock. **Purchase Discount**: The percentage discount applied to the stock purchase price under the ESPP, as stated in the plan document. **Lookback Provision**: A feature that allows the purchase price to be based on the lower of the stock price at the beginning of the offering period or the purchase date, subject to plan terms and IRS rules. **Fair Market Value (FMV)**: The value of company stock determined under the plan document for ESPP administration purposes. **Plan Administrator**: The person or committee responsible for administering the ESPP and interpreting plan terms in good faith. **Eligible Employee**: An employee who meets the plan's service, classification, and other eligibility requirements.

1. **Eligibility**: Employees are eligible to participate only if they meet the plan's stated eligibility criteria, which may include minimum service requirements, employment status, and any exclusions permitted by the plan document. 2. **Enrollment**: Eligible employees may enroll during the designated enrollment window for each offering period by completing the required election form or electronic enrollment process. Elections must specify the payroll deduction percentage or dollar amount, subject to plan limits. 3. **Offering Periods and Purchase Dates**: The ESPP will operate in offering periods and purchase periods as defined in the plan document. The Company may establish one or more purchase dates during each offering period. 4. **Purchase Discount and Lookback**: The purchase price will be determined according to the plan document and may include a purchase discount and lookback provision, subject to applicable IRS rules for qualified ESPPs. 5. **Payroll Deductions**: Contributions will be made through after-tax payroll deductions, subject to applicable legal limits and plan maximums. Employees are responsible for ensuring their elections do not exceed plan or legal limits. 6. **Plan Limits**: Participation is subject to annual and per-offering limits established by the plan document and applicable tax law, including limits necessary to maintain qualified ESPP treatment under **IRC Section 423**. 7. **Tax Treatment**: Employees are responsible for understanding the tax consequences of ESPP participation, including potential ordinary income and capital gains treatment depending on holding periods and other factors. The Company does not provide personal tax advice. 8. **Insider Trading and Blackout Periods**: Employees remain subject to the Company's insider trading policy, blackout periods, and any trading pre-clearance requirements. Participation in the ESPP does not exempt an employee from securities law compliance. 9. **Termination of Employment**: If an employee terminates employment before a purchase date, payroll deductions will be handled according to the plan document and applicable law.

1. **Plan Announcement**: HR or the plan administrator will communicate the ESPP offering period dates, discount rate, lookback terms, enrollment deadlines, and any special instructions before each offering period begins. 2. **Enrollment Submission**: Eligible employees must submit their enrollment election by the stated deadline. Late elections will not be accepted unless permitted by the plan administrator in good faith and consistent with the plan document. 3. **Payroll Deduction Setup**: Approved elections will be transmitted to payroll for deduction processing beginning with the first eligible payroll after enrollment approval. 4. **Purchase Processing**: On each purchase date, the plan administrator will calculate the purchase price, apply the discount and lookback, and purchase shares on behalf of participating employees. 5. **Confirmation and Records**: Participants will receive a confirmation statement showing the number of shares purchased, purchase price, deductions applied, and any required tax reporting information. 6. **Changes and Withdrawals**: Employees may change contribution elections or withdraw from the ESPP only during the periods and in the manner permitted by the plan document. Any change must be submitted before the applicable deadline. 7. **Record Retention**: ESPP enrollment, payroll deduction, purchase, and tax records will be retained in accordance with the Company's record retention policy and applicable law.

**HR / Benefits Team**: Communicate plan terms, coordinate enrollment notices, and answer general employee questions. **Plan Administrator**: Interpret and administer the ESPP, determine eligibility, approve elections, calculate purchase prices, and ensure good-faith compliance with the plan document and applicable law. **Payroll**: Implement payroll deductions, reconcile deductions with purchase activity, and support tax reporting. **Legal / Compliance**: Review plan terms, securities compliance controls, blackout periods, and any jurisdiction-specific requirements. **Employees / Participants**: Review plan materials, submit accurate elections, monitor contribution limits, and comply with insider trading and tax obligations.

The Company may deny enrollment, suspend participation, cancel elections, or take other corrective action if an employee fails to meet eligibility requirements, exceeds plan limits, submits inaccurate information, or violates the ESPP, insider trading policy, or applicable law. Any exception to this policy must be approved by the plan administrator and Legal/Compliance in writing and must be consistent with the plan document and applicable law. **IRS compliance**: The ESPP must be administered in accordance with **IRC Section 423** and any related IRS guidance applicable to qualified employee stock purchase plans. If the plan is non-qualified, the Company will administer it according to the governing plan documents and applicable tax rules. **EEOC / FLSA**: This policy will be applied consistently and without discrimination in accordance with applicable federal, state, and local employment laws, including the **EEOC** framework and the **Fair Labor Standards Act (FLSA)** where payroll practices are implicated.

This policy will be reviewed at least annually and whenever the ESPP plan document, tax law, securities law, payroll practices, or applicable employment laws change. Revisions must be approved by HR, Legal/Compliance, and the plan administrator before implementation.