to a participant who owns more than 10% of the total combined voting power of all classes of our outstanding stock, or any parent or subsidiary corporations, on the date of grant may not be exercisable after the expiration of 5 years from the date of grant and must have an exercise price of at least 110% of the fair market value per share of our Class B common stock on the date of grant. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, promissory note, surrender of stock, a cashless exercise program or any combination of the foregoing. After a participants termination of service, the participant generally may exercise his or her options, to the extent vested as of such date of termination, for three months after termination, or such other period of time as the administrator may determine and set forth in the applicable option agreement. If termination is due to death or disability, the option generally will remain exercisable, to the extent vested as of such date of termination, until the twelve-month anniversary of such termination, or such other period of time as the administrator may determine and set forth in the applicable option agreement. However, in no event may an option be exercised later than the expiration of its term.

Stock Purchase Rights. Our 2004 Plan also allows for the purchase of shares of Class B common stock, subject to a repurchase right in the case of any termination of employment prior to vesting. Such right is not transferable and may be exercisable only by the purchaser to whom such right was granted.

Transferability or Assignability of Awards. Our awards are subject to transfer restrictions as the administrator may determine. In addition, options are transferable only by a beneficiary designation, a will or the laws of descent and distribution. Nonstatutory options may also be transferable by gift or domestic relations order to an immediate family member. In addition, incentive stock options may be exercised during the lifetime of the optionee only by the optionee or by the optionees guardian or legal representative.

Certain Adjustments. In the event of certain changes in our capitalization, the number of shares available for future grants, the number of shares covered by each outstanding option and the exercise price under each outstanding option will be proportionately adjusted.

Right to Cancel. We have the right at any time to cancel an option that was not granted in compliance with Rule 701 under the Securities Act subject to not less than 30 days prior written notice to the optionee. The optionee shall have the right to receive consideration for such cancellation equal to the aggregate excess value of the fair market value of the shares subject to such option at the time of cancellation over the exercise price of such option.

Mergers and Consolidations; Dissolution or Liquidation. The 2004 Plan provides that in the event that we are a party to a merger or consolidation, each outstanding award under the 2004 Plan shall be assumed or substituted by the successor or a parent or subsidiary of the successor. If the successor refuses to assume or substitute outstanding awards, all such awards shall accelerate and become fully vested. In such event, all holders of options will be notified that all such options shall be exercisable for a period of 15 days from such notice, after which they shall terminate prior to the consummation of the merger or consolidation that such and shall terminate at the end of such period if not exercised.

2018 Employee Stock Purchase Plan

Our ESPP was adopted by our board of directors and approved by our stockholders in August 2018 and shall become effective upon the day immediately prior to the time that the registration statement of which this prospectus is part is declared effective by the SEC. The ESPP will initially reserve and authorize the issuance of up to a total of shares of Class A common stock to participating employees. The ESPP will provide that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2019, by the lesser of shares of our Class A common stock, 1% of the outstanding number of shares of our Class A and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

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