Exhibit 10.2
EVOKE PHARMA, INC.
2013 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective May 10, 2023)
PURPOSE
The purposes of this Evoke Pharma, Inc. 2013 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of Evoke Pharma, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Code, and to help Eligible Employees provide for their future security and to encourage them to remain in the employment of the Company and its Designated Subsidiaries.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends the others.
The Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.
2
3
SHARES SUBJECT TO THE PLAN
4
OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES
ELIGIBILITY AND PARTICIPATION
5
6
GRANT AND EXERCISE OF RIGHTS
7
WITHDRAWAL; TERMINATION OF EMPLOYMENT OR ELIGIBILITY
ADJUSTMENTS UPON CHANGES IN STOCK
8
AMENDMENT, MODIFICATION AND TERMINATION
9
Such modifications or amendments shall not require stockholder approval or the consent of any Participant.
TERM OF PLAN
This amended and restated Plan shall be effective on the date it is approved by the Company’s stockholders (the “Restatement Effective Date”). The amended and restated Plan shall be subject to approval of the Plan by the stockholders of the Company within twelve months following the date of the Board’s initial adoption of this amended and restated Plan. In the event this amended and restated Plan shall not have been approved by the stockholders of the Company prior to the end of said 12-month period, it will not become effective and the Prior Plan will continue in full force and effect in accordance with its terms. No shares of Common Stock may be issued under this amended and restated Plan prior to such stockholder approval. The Plan shall be in effect until terminated under Article 9. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.
ADMINISTRATION
10
MISCELLANEOUS
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