{"id":38384,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-netflix-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-netflix-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-netflix-com-inc.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; NetFlix.com Inc."},"content":{"rendered":"<pre>                               NETFLIX.COM, INC.\n\n                       2000 EMPLOYEE STOCK PURCHASE PLAN\n\n\n  The following constitute the provisions of the 2000 Employee Stock Purchase\nPlan of NetFlix.com, Inc.\n\n  1. Purpose. The purpose of the Plan is to provide employees of the Company\n     -------\nand its Designated Subsidiaries with an opportunity to purchase Common Stock of\nthe Company through accumulated payroll deductions. It is the intention of the\nCompany to have the Plan qualify as an 'Employee Stock Purchase Plan' under\nSection 423 of the Internal Revenue Code of 1986, as amended. The provisions of\nthe Plan, accordingly, shall be construed so as to extend and limit\nparticipation in a manner consistent with the requirements of that section of\nthe Code.\n\n  2. Definitions.\n     ----------- \n\n     (a)  'Board' shall mean the Board of Directors of the Company or any\n           -----\ncommittee thereof designated by the Board of Directors of the Company in\naccordance with Section 14 of the Plan.\n\n     (b)  'Code' shall mean the Internal Revenue Code of 1986, as amended.\n           ----                                                           \n\n     (c)  'Common Stock' shall mean the common stock of the Company.\n           ------------                                             \n\n     (d)  'Company' shall mean NetFlix.com, Inc. and any Designated Subsidiary\n           -------\nof the Company.\n\n     (e)  'Compensation' shall mean all base straight time gross earnings and\n            ------------\ncommissions, but exclusive of payments for overtime, shift premium, incentive\ncompensation, incentive payments, bonuses and other compensation.\n\n     (f)  'Designated Subsidiary' shall mean any Subsidiary that has been\n           ---------------------\ndesignated by the Board from time to time in its sole discretion as eligible to\nparticipate in the Plan.\n\n     (g)  'Employee' shall mean any individual who is an Employee of the Company\n           --------\nfor tax purposes whose customary employment with the Company is at least twenty\n(20) hours per week and more than five (5) months in any calendar year. For\npurposes of the Plan, the employment relationship shall be treated as continuing\nintact while the individual is on sick leave or other leave of absence approved\nby the Company. Where the period of leave exceeds 90 days and the individual's\nright to reemployment is not guaranteed either by statute or by contract, the\nemployment relationship shall be deemed to have terminated on the 91st day of\nsuch leave.\n\n     (h)  'Enrollment Date' shall mean the first Trading Day of each Offering\n           ---------------\nPeriod.\n\n     (i)  'Exercise Date' shall mean the first Trading Day on or after\n           -------------                                              \nApril 15 and October 15 of each year.\n\n \n     (j)  'Fair Market Value' shall mean, as of any date, the value of\n                ----------------\nCommon Stock determined as follows:\n\n          (i)   If the Common Stock is listed on any established stock exchange\nor a national market system, including without limitation the Nasdaq National\nMarket or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market\nValue shall be the closing sales price for such stock (or the closing bid, if no\nsales were reported) as quoted on such exchange or system for the last market\ntrading day prior to the date of determination, as reported in The Wall Street\nJournal or such other source as the Board deems reliable;\n\n          (ii)  If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, its Fair Market Value\nshall be the mean of the closing bid and asked prices for the Common Stock for\nthe last market trading day prior to the date of determination, as reported in\nThe Wall Street Journal or such other source as the Board deems reliable;\n\n          (iii) In the absence of an established market for the Common Stock,\nthe Fair Market Value thereof shall be determined in good faith by the Board; or\n\n          (iv)  For purposes of the Enrollment Date of the first Offering Period\nunder the Plan, the Fair Market Value shall be the initial price to the public\nas set forth in the final prospectus included within the registration statement\nin Form S-1 filed with the Securities and Exchange Commission for the initial\npublic offering of the Company's Common Stock (the 'Registration Statement').\n\n     (k)  'Offering Periods' shall mean the periods of approximately twenty-four\n           ----------------\n(24) months during which an option granted pursuant to the Plan may be\nexercised, commencing on the first Trading Day on or after April 15 and\nOctober 15 of each year and terminating on the first Trading Day on or after\nthe April 15 or October 15 Offering Period commencement date approximately\ntwenty-four months later; provided, however, that the first Offering Period\nunder the Plan shall commence with the first Trading Day on or after the date\non which the Securities and Exchange Commission declares the Company's\nRegistration Statement effective and end on the first Trading Day on or after\nOctober 15, 2002. The duration and timing of Offering Periods may be changed\npursuant to Section 4 of this Plan.\n\n     (l)  'Plan' shall mean this 2000 Employee Stock Purchase Plan.\n           ----                                                    \n\n     (m)  'Purchase Period' shall mean the approximately six month period\n           ---------------\ncommencing on one Exercise Date and ending with the next Exercise Date, except\nthat the first Purchase Period of any Offering Period shall commence on the\nEnrollment Date and end with the next Exercise Date.\n\n     (n)  'Purchase Price' shall mean 85% of the Fair Market Value of a share of\n           --------------\nCommon Stock on the Enrollment Date or on the Exercise Date, whichever is lower;\nprovided however, that the Purchase Price may be adjusted by the Board pursuant\nto Section 20.\n\n                                      -2-\n\n \n     (o)  'Reserves' shall mean the number of shares of Common Stock covered by\n           --------\neach option under the Plan which have not yet been exercised and the number of\nshares of Common Stock which have been authorized for issuance under the Plan\nbut not yet placed under option.\n\n     (p)  'Subsidiary' shall mean a corporation, domestic or foreign, of which\n           ----------\nnot less than 50% of the voting shares are held by the Company or a Subsidiary,\nwhether or not such corporation now exists or is hereafter organized or acquired\nby the Company or a Subsidiary.\n\n     (q)  'Trading Day' shall mean a day on which national stock exchanges and\n           -----------\nthe Nasdaq System are open for trading.\n\n  3. Eligibility.\n     ----------- \n\n     (a)  Any Employee who shall be employed by the Company on a given\nEnrollment Date shall be eligible to participate in the Plan.\n\n     (b)  Any provisions of the Plan to the contrary notwithstanding, no\nEmployee shall be granted an option under the Plan (i) to the extent that,\nimmediately after the grant, such Employee (or any other person whose stock\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital stock of the Company and\/or hold outstanding options to\npurchase such stock possessing five percent (5%) or more of the total combined\nvoting power or value of all classes of the capital stock of the Company or of\nany Subsidiary, or (ii) to the extent that his or her rights to purchase stock\nunder all employee stock purchase plans of the Company and its subsidiaries\naccrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of\nstock (determined at the fair market value of the shares at the time such option\nis granted) for each calendar year in which such option is outstanding at any\ntime.\n\n  4. Offering Periods.  The Plan shall be implemented by consecutive, \n     ----------------\noverlapping Offering Periods with a new Offering Period commencing on the\nfirst Trading Day on or after April 15 and October 15 each year, or on such\nother date as the Board shall determine, and continuing thereafter until\nterminated in accordance with Section 20 hereof; provided, however, that the\nfirst Offering Period under the Plan shall commence with the first Trading Day\non or after the date on which the Securities and Exchange Commission declares\nthe Company's Registration Statement effective and end on the first Trading\nDay on or after October 15, 2002. The Board shall have the power to change the\nduration of Offering Periods (including the commencement dates thereof) with\nrespect to future offerings without shareholder approval if such change is\nannounced [at least five (5) days] prior to the scheduled beginning of the\nfirst Offering Period to be affected thereafter.\n\n  5. Participation.\n     ------------- \n\n     (a)  An eligible Employee may become a participant in the Plan by\ncompleting a subscription agreement authorizing payroll deductions in the form\nof Exhibit A to this Plan and filing it with the Company's payroll office prior\nto the applicable Enrollment Date.\n\n     (b)  Payroll deductions for a participant shall commence [on the first\npayroll following the Enrollment Date and shall end on the last payroll] in the\nOffering Period to which \n\n                                      -3-\n\n \nsuch authorization is applicable, unless sooner terminated by the participant as\nprovided in Section 10 hereof.\n\n  6. Payroll Deductions.\n     ------------------ \n\n     (a)  At the time a participant files his or her subscription agreement, he\nor she shall elect to have payroll deductions made on each pay day during the\nOffering Period in an amount not exceeding fifteen percent (15%) of the\nCompensation which he or she receives on each pay day during the Offering\nPeriod.\n\n     (b)  All payroll deductions made for a participant shall be credited to his\nor her account under the Plan and shall be withheld in whole percentages only. A\nparticipant may not make any additional payments into such account.\n\n     (c)  A participant may discontinue his or her participation in the Plan as\nprovided in Section 10 hereof, or may increase or decrease the rate of his or\nher payroll deductions during the Offering Period by completing or filing with\nthe Company a new subscription agreement authorizing a change in payroll\ndeduction rate. The Board may, in its discretion, limit the number of\nparticipation rate changes during any Offering Period. The change in rate shall\nbe effective with the first full payroll period following five (5) business days\nafter the Company's receipt of the new subscription agreement unless the Company\nelects to process a given change in participation more quickly. A participant's\nsubscription agreement shall remain in effect for successive Offering Periods\nunless terminated as provided in Section 10 hereof.\n\n     (d)  Notwithstanding the foregoing, to the extent necessary to comply with\nSection 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll\ndeductions may be decreased to zero percent (0%) at any time during a Purchase\nPeriod. Payroll deductions shall recommence at the rate provided in such\nparticipant's subscription agreement at the beginning of the first Purchase\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the participant as provided in Section 10 hereof.\n\n     (e)  At the time the option is exercised, in whole or in part, or at the\ntime some or all of the Company's Common Stock issued under the Plan is disposed\nof, the participant must make adequate provision for the Company's federal,\nstate, or other tax withholding obligations, if any, which arise upon the\nexercise of the option or the disposition of the Common Stock. At any time, the\nCompany may, but shall not be obligated to, withhold from the participant's\ncompensation the amount necessary for the Company to meet applicable withholding\nobligations, including any withholding required to make available to the Company\nany tax deductions or benefits attributable to sale or early disposition of\nCommon Stock by the Employee.\n\n  7. Grant of Option.  On the Enrollment Date of each Offering Period, each\n     ---------------                                                       \neligible Employee participating in such Offering Period shall be granted an\noption to purchase on each Exercise Date during such Offering Period (at the\napplicable Purchase Price) up to a number of shares of the Company's Common\nStock determined by dividing such Employee's payroll deductions accumulated\nprior to such Exercise Date and retained in the Participant's account as of the\nExercise Date by the applicable Purchase Price; provided that in no event shall\nan Employee be permitted to purchase during each Purchase Period more than\n1,300 shares of the Company's Common \n\n                                      -4-\n\n \nStock (subject to any adjustment pursuant to Section 19), and provided further\nthat such purchase shall be subject to the limitations set forth in Sections\n3(b) and 12 hereof. The Board may, for future Offering Periods, increase or\ndecrease, in its absolute discretion, the maximum number of shares of the\nCompany's Common Stock an Employee may purchase during each Purchase Period of\nsuch Offering Period. Exercise of the option shall occur as provided in Section\n8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof.\nThe option shall expire on the last day of the Offering Period.\n\n  8. Exercise of Option.\n     ------------------ \n\n     (a)  Unless a participant withdraws from the Plan as provided in Section 10\nhereof, his or her option for the purchase of shares shall be exercised\nautomatically on the Exercise Date, and the maximum number of full shares\nsubject to option shall be purchased for such participant at the applicable\nPurchase Price with the accumulated payroll deductions in his or her account. No\nfractional shares shall be purchased; any payroll deductions accumulated in a\nparticipant's account which are not sufficient to purchase a full share shall be\nretained in the participant's account for the subsequent Purchase Period or\nOffering Period, subject to earlier withdrawal by the participant as provided in\nSection 10 hereof. Any other monies left over in a participant's account after\nthe Exercise Date shall be returned to the participant. During a participant's\nlifetime, a participant's option to purchase shares hereunder is exercisable\nonly by him or her.\n\n     (b)  If the Board determines that, on a given Exercise Date, the number of\nshares with respect to which options are to be exercised may exceed (i) the\nnumber of shares of Common Stock that were available for sale under the Plan on\nthe Enrollment Date of the applicable Offering Period, or (ii) the number of\nshares available for sale under the Plan on such Exercise Date, the Board may in\nits sole discretion (x) provide that the Company shall make a pro rata\nallocation of the shares of Common Stock available for purchase on such\nEnrollment Date or Exercise Date, as applicable, in as uniform a manner as shall\nbe practicable and as it shall determine in its sole discretion to be equitable\namong all participants exercising options to purchase Common Stock on such\nExercise Date, and continue all Offering Periods then in effect, or (y) provide\nthat the Company shall make a pro rata allocation of the shares available for\npurchase on such Enrollment Date or Exercise Date, as applicable, in as uniform\na manner as shall be practicable and as it shall determine in its sole\ndiscretion to be equitable among all participants exercising options to purchase\nCommon Stock on such Exercise Date, and terminate any or all Offering Periods\nthen in effect pursuant to Section 20 hereof. The Company may make pro rata\nallocation of the shares available on the Enrollment Date of any applicable\nOffering Period pursuant to the preceding sentence, notwithstanding any\nauthorization of additional shares for issuance under the Plan by the Company's\nshareholders subsequent to such Enrollment Date.\n\n  9. Delivery.  As promptly as practicable after each Exercise Date on which a\n     --------                                                                 \npurchase of shares occurs, the Company shall arrange the delivery to each\nparticipant, as appropriate, of a certificate representing the shares purchased\nupon exercise of his or her option.\n\n                                      -5-\n\n \n  10. Withdrawal.\n      ---------- \n\n     (a)  A participant may withdraw all but not less than all the payroll\ndeductions credited to his or her account and not yet used to exercise his or\nher option under the Plan at any time by giving written notice to the Company in\nthe form of Exhibit B to this Plan. All of the participant's payroll deductions\ncredited to his or her account shall be paid to such participant promptly after\nreceipt of notice of withdrawal and such participant's option for the Offering\nPeriod shall be automatically terminated, and no further payroll deductions for\nthe purchase of shares shall be made for such Offering Period. If a participant\nwithdraws from an Offering Period, payroll deductions shall not resume at the\nbeginning of the succeeding Offering Period unless the participant delivers to\nthe Company a new subscription agreement.\n\n     (b)  A participant's withdrawal from an Offering Period shall not have any\neffect upon his or her eligibility to participate in any similar plan which may\nhereafter be adopted by the Company or in succeeding Offering Periods which\ncommence after the termination of the Offering Period from which the participant\nwithdraws.\n\n  11. Termination of Employment.\n      ------------------------- \n\n      Upon a participant's ceasing to be an Employee, for any reason, he or she\nshall be deemed to have elected to withdraw from the Plan and the payroll\ndeductions credited to such participant's account during the Offering Period but\nnot yet used to exercise the option shall be returned to such participant or, in\nthe case of his or her death, to the person or persons entitled thereto under\nSection 15 hereof, and such participant's option shall be automatically\nterminated. The preceding sentence notwithstanding, a participant who receives\npayment in lieu of notice of termination of employment shall be treated as\ncontinuing to be an Employee for the participant's customary number of hours per\nweek of employment during the period in which the participant is subject to such\npayment in lieu of notice.\n\n  12. Interest.  No interest shall accrue on the payroll deductions of a\n      --------                                                          \nparticipant in the Plan.\n\n  13. Stock.\n      ----- \n\n     (a)  Subject to adjustment upon changes in capitalization of the Company as\nprovided in Section 19 hereof, the maximum number of shares of the Company's\nCommon Stock which shall be made available for sale under the Plan shall be\nfive hundred fifty thousand (550,000) shares plus an annual increase to be\nadded on the first day of the Company's fiscal year beginning in 2001, equal\nto the lesser of (i) three hundred fifty thousand (350,000) shares, (ii) one\npercent (1%) of the outstanding shares on such date or (iii) a lesser amount\ndetermined by the Board.\n\n     (b)  The participant shall have no interest or voting right in shares\ncovered by his option until such option has been exercised.\n\n     (c)  Shares to be delivered to a participant under the Plan shall be\nregistered in the name of the participant or in the name of the participant and\nhis or her spouse.\n\n                                      -6-\n\n \n  14. Administration.  The Plan shall be administered by the Board or a \n      --------------       \ncommittee of members of the Board appointed by the Board. The Board or its\ncommittee shall have full and exclusive discretionary authority to construe,\ninterpret and apply the terms of the Plan, to determine eligibility and to\nadjudicate all disputed claims filed under the Plan. Every finding, decision and\ndetermination made by the Board or its committee shall, to the full extent\npermitted by law, be final and binding upon all parties.\n\n  15. Designation of Beneficiary.\n      -------------------------- \n\n     (a)  A participant may file a written designation of a beneficiary who is\nto receive any shares and cash, if any, from the participant's account under the\nPlan in the event of such participant's death subsequent to an Exercise Date on\nwhich the option is exercised but prior to delivery to such participant of such\nshares and cash. In addition, a participant may file a written designation of a\nbeneficiary who is to receive any cash from the participant's account under the\nPlan in the event of such participant's death prior to exercise of the option.\nIf a participant is married and the designated beneficiary is not the spouse,\nspousal consent shall be required for such designation to be effective.\n\n     (b)  Such designation of beneficiary may be changed by the participant at\nany time by written notice. In the event of the death of a participant and in\nthe absence of a beneficiary validly designated under the Plan who is living at\nthe time of such participant's death, the Company shall deliver such shares\nand\/or cash to the executor or administrator of the estate of the participant,\nor if no such executor or administrator has been appointed (to the knowledge of\nthe Company), the Company, in its discretion, may deliver such shares and\/or\ncash to the spouse or to any one or more dependents or relatives of the\nparticipant, or if no spouse, dependent or relative is known to the Company,\nthen to such other person as the Company may designate.\n\n  16. Transferability.  Neither payroll deductions credited to a participant's\n      ---------------                                                         \naccount nor any rights with regard to the exercise of an option or to receive\nshares under the Plan may be assigned, transferred, pledged or otherwise\ndisposed of in any way (other than by will, the laws of descent and distribution\nor as provided in Section 15 hereof) by the participant.  Any such attempt at\nassignment, transfer, pledge or other disposition shall be without effect,\nexcept that the Company may treat such act as an election to withdraw funds from\nan Offering Period in accordance with Section 10 hereof.\n\n  17. Use of Funds.  All payroll deductions received or held by the Company \n      ------------ \nunder the Plan may be used by the Company for any corporate purpose, and the\nCompany shall not be obligated to segregate such payroll deductions.\n\n  18. Reports.  Individual accounts shall be maintained for each participant in\n      -------                                                                  \nthe Plan.  Statements of account shall be given to participating Employees at\nleast annually, which statements shall set forth the amounts of payroll\ndeductions, the Purchase Price, the number of shares purchased and the remaining\ncash balance, if any.\n\n  19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,\n      ---------------------------------------------------------------------\nMerger or Asset Sale.\n-------------------- \n\n  (a) Changes in Capitalization.  Subject to any required action by the\n      -------------------------                                        \nshareholders of the Company, the Reserves, the maximum number of shares each\nparticipant may purchase each\n\n                                      -7-\n\n \nPurchase Period (pursuant to Section 7), as well as the price per share and the\nnumber of shares of Common Stock covered by each option under the Plan which has\nnot yet been exercised shall be proportionately adjusted for any increase or\ndecrease in the number of issued shares of Common Stock resulting from a stock\nsplit, reverse stock split, stock dividend, combination or reclassification of\nthe Common Stock, or any other increase or decrease in the number of shares of\nCommon Stock effected without receipt of consideration by the Company; provided,\nhowever, that conversion of any convertible securities of the Company shall not\nbe deemed to have been 'effected without receipt of consideration.' Such\nadjustment shall be made by the Board, whose determination in that respect shall\nbe final, binding and conclusive. Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of shares\nof Common Stock subject to an option.\n\n     (b) Dissolution or Liquidation.  In the event of the proposed dissolution\nor liquidation of the Company, the Offering Period then in progress shall be\nshortened by setting a new Exercise Date (the 'New Exercise Date'), and shall\nterminate immediately prior to the consummation of such proposed dissolution or\nliquidation, unless provided otherwise by the Board. The New Exercise Date shall\nbe before the date of the Company's proposed dissolution or liquidation. The\nBoard shall notify each participant in writing, at least ten (10) business days\nprior to the New Exercise Date, that the Exercise Date for the participant's\noption has been changed to the New Exercise Date and that the participant's\noption shall be exercised automatically on the New Exercise Date, unless prior\nto such date the participant has withdrawn from the Offering Period as provided\nin Section 10 hereof.\n\n     (c) Merger or Asset Sale.  In the event of a proposed sale of all or\n         --------------------                                            \nsubstantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, each outstanding option shall be assumed or an\nequivalent option substituted by the successor corporation or a Parent or\nSubsidiary of the successor corporation. In the event that the successor\ncorporation refuses to assume or substitute for the option, any Purchase Periods\nthen in progress shall be shortened by setting a new Exercise Date (the 'New\nExercise Date') and any Offering Periods then in progress shall end on the New\nExercise Date. The New Exercise Date shall be before the date of the Company's\nproposed sale or merger. The Board shall notify each participant in writing, at\nleast ten (10) business days prior to the New Exercise Date, that the Exercise\nDate for the participant's option has been changed to the New Exercise Date and\nthat the participant's option shall be exercised automatically on the New\nExercise Date, unless prior to such date the participant has withdrawn from the\nOffering Period as provided in Section 10 hereof.\n\n  20. Amendment or Termination.\n      ------------------------ \n\n     (a)  The Board of Directors of the Company may at any time and for any\nreason terminate or amend the Plan. Except as provided in Section 19 hereof, no\nsuch termination can affect options previously granted, provided that an\nOffering Period may be terminated by the Board of Directors on any Exercise Date\nif the Board determines that the termination of the Offering Period or the Plan\nis in the best interests of the Company and its shareholders. Except as provided\nin Section 19 and this Section 20 hereof, no amendment may make any change in\nany option theretofore granted which adversely affects the rights of any\nparticipant. To the extent necessary to comply with Section 423 of the Code (or\nany successor rule or provision or any other applicable law,\n\n                                      -8-\n\n \nregulation or stock exchange rule), the Company shall obtain shareholder\napproval in such a manner and to such a degree as required.\n\n      (b) Without shareholder consent and without regard to whether any\nparticipant rights may be considered to have been 'adversely affected,' the\nBoard (or its committee) shall be entitled to change the Offering Periods, limit\nthe frequency and\/or number of changes in the amount withheld during an Offering\nPeriod, establish the exchange ratio applicable to amounts withheld in a\ncurrency other than U.S. dollars, permit payroll withholding in excess of the\namount designated by a participant in order to adjust for delays or mistakes in\nthe Company's processing of properly completed withholding elections, establish\nreasonable waiting and adjustment periods and\/or accounting and crediting\nprocedures to ensure that amounts applied toward the purchase of Common Stock\nfor each participant properly correspond with amounts withheld from the\nparticipant's Compensation, and establish such other limitations or procedures\nas the Board (or its committee) determines in its sole discretion advisable\nwhich are consistent with the Plan.\n\n      (c) In the event the Board determines that the ongoing operation of the\nPlan may result in unfavorable financial accounting consequences, the Board may,\nin its discretion and, to the extent necessary or desirable, modify or amend the\nPlan to reduce or eliminate such accounting consequence including, but not\nlimited to:\n\n          (i)   altering the Purchase Price for any Offering Period including an\nOffering Period underway at the time of the change in Purchase Price;\n\n          (ii)  shortening any Offering Period so that Offering Period ends on a\nnew Exercise Date, including an Offering Period underway at the time of the\nBoard action; and\n\n          (iii) allocating shares.\n\n     Such modifications or amendments shall not require stockholder approval or\nthe consent of any Plan participants.\n\n  21. Notices.  All notices or other communications by a participant to the\n      -------                                                              \nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof.\n\n  22. Conditions Upon Issuance of Shares.  Shares shall not be issued with\n      ----------------------------------                                  \nrespect to an option unless the exercise of such option and the issuance and\ndelivery of such shares pursuant thereto shall comply with all applicable\nprovisions of law, domestic or foreign, including, without limitation, the\nSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any stock exchange upon which the shares may then be listed, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n      As a condition to the exercise of an option, the Company may require the\nperson exercising such option to represent and warrant at the time of any such\nexercise that the shares are being purchased only for investment and without any\npresent intention to sell or distribute such \n\n                                      -9-\n\n \nshares if, in the opinion of counsel for the Company, such a representation is\nrequired by any of the aforementioned applicable provisions of law.\n\n  23. Term of Plan.  The Plan shall become effective upon the earlier to occur\n      ------------   \nof its adoption by the Board of Directors or its approval by the shareholders of\nthe Company. It shall continue in effect until terminated under Section 20\nhereof.\n\n  24. Automatic Transfer to Low Price Offering Period.  To the extent permitted\n      -----------------------------------------------                          \nby any applicable laws, regulations, or stock exchange rules if the Fair Market\nValue of the Common Stock on any Exercise Date in an Offering Period is lower\nthan the Fair Market Value of the Common Stock on the Enrollment Date of such\nOffering Period, then all participants in such Offering Period shall be\nautomatically withdrawn from such Offering Period immediately after the exercise\nof their option on such Exercise Date and automatically re-enrolled in the\nimmediately following Offering Period.\n\n                                     -10-\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                               NETFLIX.COM, INC.\n\n                       2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                            SUBSCRIPTION AGREEMENT\n\n\n_____ Original Application                           Enrollment Date:___________\n_____ Change in Payroll Deduction Rate\n_____ Change of Beneficiary(ies)\n\n1.   ____________________ hereby elects to participate in the NetFlix.com, Inc.\n     Employee Stock Purchase Plan (the 'Employee Stock Purchase Plan') and\n     subscribes to purchase shares of the Company's Common Stock in accordance\n     with this Subscription Agreement and the Employee Stock Purchase Plan.\n\n2.   I hereby authorize payroll deductions from each paycheck in the amount of\n     ____% of my Compensation on each payday (from __ to _____%) during the\n     Offering Period in accordance with the Employee Stock Purchase Plan.\n     (Please note that no fractional percentages are permitted.)\n\n3.   I understand that said payroll deductions shall be accumulated for the\n     purchase of shares of Common Stock at the applicable Purchase Price\n     determined in accordance with the Employee Stock Purchase Plan.  I\n     understand that if I do not withdraw from an Offering Period, any\n     accumulated payroll deductions will be used to automatically exercise my\n     option.\n\n4.   I have received a copy of the complete Employee Stock Purchase Plan.  I\n     understand that my participation in the Employee Stock Purchase Plan is in\n     all respects subject to the terms of the Plan.  I understand that my\n     ability to exercise the option under this Subscription Agreement is subject\n     to shareholder approval of the Employee Stock Purchase Plan.\n\n5.   Shares purchased for me under the Employee Stock Purchase Plan should be\n     issued in the name(s) of (Employee or Employee and Spouse only).\n\n6.   I understand that if I dispose of any shares received by me pursuant to the\n     Plan within 2 years after the Enrollment Date (the first day of the\n     Offering Period during which I purchased such shares) or one year after the\n     Exercise Date, I will be treated for federal income tax purposes as having\n     received ordinary income at the time of such disposition in an amount equal\n     to the excess of the fair market value of the shares at the time such\n     shares were purchased by me over the price which I paid for the shares.  I\n                                                                              -\n     hereby agree to notify the Company in writing within 30 days after the date\n     ---------------------------------------------------------------------------\n     of any disposition of my shares and I will make adequate provision for\n     ----------------------------------------------------------------------\n     Federal, state or other tax withholding obligations, if any, which arise\n     ------------------------------------------------------------------------\n     upon the \n     --------\n\n \n     disposition of the Common Stock. The Company may, but will not be obligated\n     -------------------------------\n     to, withhold from my compensation the amount necessary to meet any\n     applicable withholding obligation including any withholding necessary to\n     make available to the Company any tax deductions or benefits attributable\n     to sale or early disposition of Common Stock by me. If I dispose of such\n     shares at any time after the expiration of the 2-year and 1-year holding\n     periods, I understand that I will be treated for federal income tax\n     purposes as having received income only at the time of such disposition,\n     and that such income will be taxed as ordinary income only to the extent of\n     an amount equal to the lesser of (1) the excess of the fair market value of\n     the shares at the time of such disposition over the purchase price which I\n     paid for the shares, or (2) 15% of the fair market value of the shares on\n     the first day of the Offering Period. The remainder of the gain, if any,\n     recognized on such disposition will be taxed as capital gain.\n\n7.   I hereby agree to be bound by the terms of the Employee Stock Purchase\n     Plan.  The effectiveness of this Subscription Agreement is dependent upon\n     my eligibility to participate in the Employee Stock Purchase Plan.\n\n8.   In the event of my death, I hereby designate the following as my\n     beneficiary(ies) to receive all payments and shares due me under the\n     Employee Stock Purchase Plan:\n\n     NAME:  (Please print)_____________________________________________________\n                                (First)           (Middle)          (Last)\n\n     _________________________           ______________________________________\n     Relationship\n \n                                         ______________________________________\n                                         (Address)\n\n \n     Employee's Social\n     Security Number:      ____________________________________\n\n     Employee's Address:   ____________________________________\n\n                           ____________________________________\n\n                           ____________________________________\n\nI UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.\n\nDated:______________       ___________________________________________\n                           Signature of Employee\n \n\n                           ___________________________________________\n                           Spouse's Signature (If beneficiary other than spouse)\n\n \n                                   EXHIBIT B\n                                   ---------\n\n                               NETFLIX.COM, INC.\n\n                       2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                             NOTICE OF WITHDRAWAL\n\n\n     The undersigned participant in the Offering Period of the NetFlix.com, Inc.\nEmployee Stock Purchase Plan which began on ____________, ______ (the\n'Enrollment Date') hereby notifies the Company that he or she hereby withdraws\nfrom the Offering Period.  He or she hereby directs the Company to pay to the\nundersigned as promptly as practicable all the payroll deductions credited to\nhis or her account with respect to such Offering Period.  The undersigned\nunderstands and agrees that his or her option for such Offering Period will be\nautomatically terminated.  The undersigned understands further that no further\npayroll deductions will be made for the purchase of shares in the current\nOffering Period and the undersigned shall be eligible to participate in\nsucceeding Offering Periods only by delivering to the Company a new Subscription\nAgreement.\n\n                                    Name and Address of Participant:\n\n                                    ________________________________\n\n                                    ________________________________\n\n                                    ________________________________\n\n                                    Signature:\n\n                                    ________________________________\n\n                                    Date:____________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8324],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9539,9545],"class_list":["post-38384","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netflix-inc","corporate_contracts_industries-media__rental","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38384","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38384"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38384"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38384"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38384"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}