manner to all similar situated employees. In addition, with respect to the
Non-Section 423
Component, eligibility may be further limited by applicable
local law and the Compensation Committee may only designate some employees of a designated subsidiary as eligible employees. As of February 3, 2019, we had approximately 12,893 employees who were eligible to participate in the ESPP, of which
8,418 were participating.
Non-employee
directors are not eligible to, and do not, participate
in the Current ESPP or the ESPP.
Offering Periods
Shares are currently offered during two successive
six-month
offering periods, generally beginning on
September 15 and March 15 of each year, unless otherwise determined by the plan administrator.
Purchase Price
At the end of each offering period, each participant purchases the number of shares of common stock that the participants
accumulated payroll deductions during that offering period will buy at a purchase price equal to the lesser of 85% of the fair market value of our common stock on the first day of the offering period or the purchase date. The fair market value of
our common stock on the first day of the current offering period (September 17, 2018) was $234.83 and on February 1, 2019 (the last trading day in our first quarter of Fiscal Year 2019) was $266.81.
Employees may not purchase more than $25,000 in fair market value of shares of our common stock in any calendar year, in accordance with
Section 423 of the Code. In addition, the maximum number of shares any participant can acquire in a single offering period is currently 2,500 shares.
Participation
Participants must authorize a payroll deduction of at least 1%, but not more than 10%, of their ESPP-eligible compensation, which will be deducted
on each payday during an offering period.
Except as otherwise provided by the Compensation Committee, a participant may cancel his or
her payroll deduction authorization at any time before the end of the offering period, subject to the ESPPs notice requirements. However, a participant cannot make any changes to the rate of his or her payroll deductions during an offering
period.
Transferability
Other than upon a participants death, options granted under the ESPP are not transferable by a participant and are exercisable only by the participant.
Effect of Changes in Capitalization
In the event of any dividend or other distribution, reorganization, merger, consolidation, combination, repurchase, or exchange of shares of our common stock, or other change in our corporate structure affecting our shares, the
Compensation Committee may adjust the number of shares with respect to which options may be granted or are subject to outstanding options, as well as the option price.
In the event of
non-reciprocal
transaction between us and our stockholders (such as a share split,
spin-off,
rights offering, or nonrecurring share dividend that affects our shares and causes a change in the per share value of our shares underlying outstanding options), the Compensation Committee will equitably
adjust the number of shares subject to outstanding options, as well as the option prices.
Effect of Corporate Transactions on
Offering Periods
In the event of a dissolution or liquidation, the offering period then in progress will be shortened by
setting a new exercise date, and will terminate immediately before the proposed dissolution or liquidation, unless the Compensation Committee determines otherwise.
In the event of a sale of all or substantially all of our assets, or our merger with or into another corporation, each outstanding option will be
assumed, or an equivalent option substituted by the successor corporation or its affiliate. If the successor corporation does not assume or substitute the option, any offering period then in progress will be shortened by setting a new exercise date
to occur prior to the effective date of such transaction.
Amendment and termination
The Compensation Committee may at any time terminate the ESPP without obtaining stockholder approval, unless required by applicable law or
regulation. Without stockholder consent, the Compensation Committee may, in its sole
22