HYPERCOM CORP
EX-10.1
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.1



<P align="center" style="font-size: 10pt"><B>AMENDED AND RESTATED HYPERCOM CORPORATION</B>



<P align="center" style="font-size: 10pt"><B>1997 EMPLOYEE STOCK PURCHASE PLAN</B>



<P align="center" style="font-size: 10pt">(As amended, effective as of April&nbsp;1, 2004)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. PURPOSE. The purpose of this 1997 Employee Stock Purchase Plan (the
&#147;Plan&#148;) is to encourage stock ownership by employees of Hypercom Corporation
(the &#147;Company&#148;) and its Subsidiaries and thereby provide employees with an
incentive to contribute to the profitability and success of the Company. The
Plan is intended to qualify as an &#147;employee stock purchase plan&#148; under Section
423 of the Code and will be maintained for the exclusive benefit of eligible
employees of the Company and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. DEFINITIONS. For purposes of the Plan, in addition to the terms
defined in Section&nbsp;1, terms are defined as set forth below:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) &#147;Board&#148; means the Board of Directors of the Company.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) &#147;Cash Account&#148; means the account maintained on behalf of the Participant
by either by the Company or the Custodian for the purpose of holding cash
contributions pending investment in Stock.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) &#147;Code&#148; means the Internal Revenue Code of 1986, as amended.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) &#147;Custodian&#148; means Fidelity Investments or the successor thereto as may be
appointed by the Board.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) &#147;Earnings&#148; means a Participant&#146;s salary or wages for services performed
for the Company and its Subsidiaries and received by a Participant for
services rendered during a specified pay period.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) &#147;Enrollment Period&#148; means the first 15 calendar days of the last month of
each Offering Period.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) &#147;Fair Market Value&#148; means the fair market value of the Stock determined
by such methods or procedures as may be established from time to time by
the Board in good faith, or if the Company&#146;s Stock is publicly traded, the
closing price of the Stock on the relevant date as reported on the New
York Stock Exchange (or any national securities exchange or quotation
system on which the Stock is then listed), or if there were sales on that
date the closing price on the next preceding date for which a closing
price was reported.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) &#147;Offering Period&#148; means the period beginning January&nbsp;1, 2000, and every
three months thereafter.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) &#147;Participant&#148; means an employee of the Company or a Subsidiary who is
participating in the Plan.


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) &#147;Purchase Date&#148; means the last day of each Offering Period or the next
preceding day on which a trading price for the Company&#146;s Stock is reported
if the last day of any Offering Period is a day on which the Company&#146;s
Stock is not traded.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) &#147;Purchase Right&#148; means a Participant&#146;s option to purchase shares which is
deemed to be outstanding during a Offering Period. A Purchase Right
represents an &#147;option&#148; as such term is used under Section&nbsp;423 of the Code.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) &#147;Stock&#148; means the common stock of the Company.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) &#147;Stock Account&#148; means the account maintained on behalf of the Participant
by the Custodian for the purpose of holding Stock acquired upon investment
under the Plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) &#147;Subsidiary&#148; means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain as set
forth in Code Section&nbsp;424(f).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. ADMINISTRATION.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Board Administration. The Plan will be administered by the Board. The
Board may delegate its administrative duties and authority (other than
authority to amend the Plan) to any Board committee or to any officers or
employees or committee thereof as the Board may designate (in which case
references to the Board will be deemed to mean the administrator to which
such duties and authority have been delegated). The Board will have full
authority to adopt, amend, suspend, waive, and rescind such rules and
regulations and appoint such agents as it may deem necessary or advisable
to administer the Plan, to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the
Plan and rules and regulations thereunder, to furnish to the Custodian
such information as the Custodian may require, and to make all other
decisions and determinations under the Plan (including determinations
relating to eligibility). No person acting in connection with the
administration of the Plan will, in that capacity, participate in deciding
any matter relating to his or her participation in the Plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Custodian. The Custodian will act as custodian under the Plan, and
will perform such duties as are set forth in the Plan and in any agreement
between the Company and the Custodian. The Custodian will establish and
maintain, as agent for Participants, Cash and Stock Accounts and any other
subaccounts as may be necessary or desirable for administration of the
Plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Waivers. The Board may waive or modify any requirement that a notice or
election be made or filed under the Plan a specified period in advance in
an individual case or by adopting a rule or regulation under the Plan,
without amending the Plan.


<P align="center" style="font-size: 10pt">2
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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Other Administrative Provisions. The Company will furnish information
from its records as directed by the Board, and such records, including a
Participant&#146;s Earnings, will be conclusive on all persons unless
determined by the Board to be incorrect. Each Participant and other person
claiming benefits under the Plan must furnish to the Company in writing an
up-to-date mailing address and any other information as the Board or
Custodian may reasonably request. Any communication, statement, or notice
mailed or delivered (by electronic means or otherwise) to any such
Participant or other person at the last mailing or electronic address
filed with the Company will be deemed sufficiently given when mailed or
delivered and will be binding upon the named recipient. The Plan will be
administered on a reasonable and nondiscriminatory basis and uniform rules
will apply to all persons similarly situated. All Participants will have
equal rights and privileges (subject to the terms of the Plan) with
respect to Purchase Right outstanding during any given Offering Period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. STOCK SUBJECT TO PLAN. Subject to adjustment as provided below, the
total number of shares of Stock reserved and available for issuance or which
may be otherwise acquired upon exercise
of Purchase Rights under the Plan will be 625,000. Any shares of Stock
delivered by the Company under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. The number and kind of such
shares of Stock subject to the Plan will be proportionately adjusted, as
determined by the Board, in the event of any extraordinary dividend or other
distribution, recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, share exchange, or
other similar corporate transaction or event affecting the Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. ENROLLMENT AND CONTRIBUTIONS.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Eligibility. An employee of the Company, or a Subsidiary that has
elected with the Company&#146;s consent to participate in the Plan, may be
enrolled in the Plan for any Offering Period if such employee is employed
by the Company or a Subsidiary on or before the first day of the
Enrollment Period, unless one of the following applies to the employee:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Such person is customarily employed by the Company or a Subsidiary for 20
hours or less a week or for not more than five months in any calendar
year; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Such person would, immediately upon enrollment, be deemed to own, for
purposes of Section&nbsp;423(b)(3) of the Code, an aggregate of five percent or
more of the total combined voting power or value of all outstanding shares
of all classes of the Company or any Subsidiary.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The Company will notify an employee of the date as of which he or she is
eligible to enroll in the Plan, and will make available to each eligible
employee the necessary enrollment forms or means with which to enroll in the
Plan. Notwithstanding the above, any individual who is employed by the Company
or a Subsidiary and who is not a U.S. citizen and does not reside in the U.S.
(&#147;Nonresident Alien&#148;) is not eligible to participate in the Plan if the laws of
the country in which the Nonresident Alien resides make the offer to purchase
Stock or the delivery of Stock under the


<P align="center" style="font-size: 10pt">3
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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Plan impractical. Additionally, the
offer to purchase Stock and the delivery of Stock under the Plan is effective
for any employee of the Company or a Subsidiary who is a Nonresident Alien only
after the Company has complied with the applicable laws of the country in which
the Nonresident Alien resides.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Initial Enrollment. An employee who is eligible under Section 5(a) (or
who will become eligible on or before a given Enrollment Period) may,
after receiving current information about the Plan, initially enroll in
the Plan pursuant to such procedures as established by the Board or its
designee. To be effective for any Offering Period, an eligible employee
must enroll during the Enrollment Period immediately preceding such
Offering Period.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Automatic Re-enrollment for Subsequent Offering Periods. A Participant
whose enrollment in, and payroll contributions under, the Plan continues
throughout a Offering Period will automatically be re-enrolled in the Plan
for the next Offering Period unless (i)&nbsp;the Participant terminates
enrollment before the next Offering Period in accordance with Section
7(a), or (ii)&nbsp;on the last day of the relevant Enrollment Period he or she
is ineligible to participate under Section&nbsp;5(a). The initial rate of
payroll contributions for a Participant who is automatically re-enrolled
for a Offering Period will be the same as the rate of payroll contribution
in effect at the end of the preceding Offering Period, unless the
Participant properly changes such payroll contribution rate during the
Enrollment Period immediately preceding such Offering Period.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Payroll Contributions. A Participant will make contributions under the
Plan by means of payroll deductions from each payroll period which ends
during the Offering Period, at the rate elected by the Participant during
the Enrollment Period immediately preceding such Offering Period (except
that such rate may be changed during the Offering Period to the extent
permitted below). The rate of payroll contributions elected by a
Participant may not be less than two percent (2%) nor more than ten
percent (10%) of the Participant&#146;s Earnings for each payroll period, and
only whole percentages may be elected; provided, however, that the Board
may specify a lower minimum rate and higher maximum rate, subject to
Section&nbsp;8(c). Notwithstanding the above, a Participant&#146;s payroll
contributions will be adjusted downward by the Company as necessary to
ensure that the limit on the amount of Stock purchased with respect to a
Offering Period set forth in Section&nbsp;6(a)(iii) is not exceeded. A
Participant may elect to increase, decrease, or discontinue payroll
contributions for a future Offering Period pursuant to such procedures as
established by the Board or its designee during the Enrollment Period
immediately preceding such Offering Period. In addition, a Participant may
elect to decrease or discontinue payroll contributions during a Offering
Period pursuant to such procedures as established by the Board or its
designee, such change to be effective for the next payroll period after
the Participant&#146;s makes his or her election.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Crediting Payroll Contributions to Cash Accounts. All payroll
contributions by a Participant under the Plan will be credited to a Cash
Account maintained either by the Company or by the Custodian on behalf of
the Participant. The Company or the Custodian will credit payroll
contributions to each Participant&#146;s Cash Account upon receipt by the
Company or the Custodian based upon information provided


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<P align="left" style="margin-left:3%; font-size: 10pt">by the Company
identifying the amount of payroll contribution. The Company will deposit
into a separate account, or deposit with the Custodian an amount equal to
the aggregate payroll contributions for the Offering Period (not otherwise
repaid to Participant under Section&nbsp;7(b)) on or before the Purchase Date
for such Offering Period.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) No Interest on Cash Accounts. No interest will be credited or payable by
the Company on payroll contributions or by The Company or the Custodian on
cash balances in Participant&#146;s Cash Accounts pending investment in Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;PURCHASES OF STOCK.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Purchase Rights. Enrollment in the Plan for any Offering Period by a
Participant will constitute a grant by the Company of a Purchase Right to
such Participant for such Offering Period. Each Purchase Right will be
subject to the following terms:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Purchase prices at which Stock will be purchased under a Purchase
Right will be as specified in Section&nbsp;6(c).



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Except as limited in (iii)&nbsp;below, the number of shares of Stock that may
be purchased upon exercise of the Purchase Right for a Offering Period
will equal the number of shares (including fractional shares) that can be
purchased at the purchase price specified in Section 6(c) with the
aggregate amount credited to the Participant&#146;s Cash Account as of the
Purchase Date.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The number of shares of Stock subject to a Participant&#146;s Purchase Right
for any Offering Period will not exceed the number derived by dividing
$6,250 by 100% of the Fair Market Value of one share of Stock on the first
day of the Offering Period for the Offering Period.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The Purchase Right will be automatically exercised on the Purchase Date
for the Offering Period.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Payments by a Participant for Stock purchased under a Purchase Right will
be made only through payroll deduction in accordance with Section 5(d) and
(e).



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) The Purchase Right will expire on the earlier of the Purchase Date for
the Offering Period or the date on which the Participant&#146;s enrollment in
the Plan terminates.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Purchase of Stock. At or as promptly as practicable after the Purchase
Date for a Offering Period, amounts credited to each Participant&#146;s Cash
Account as of such Purchase Date will be applied by the Custodian to the
purchase of shares of Stock, in accordance with the terms of the Plan.
Shares of Stock will be purchased by the Custodian from the Company.
Shares sold by the Company may be authorized but unissued shares or
treasury shares, as permitted under Section&nbsp;4. The Custodian will
aggregate the amounts in all Cash Accounts when purchasing Stock, and shares purchased will be allocated to each Participant&#146;s Stock Account in
proportion to the cash


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<P align="left" style="margin-left:3%; font-size: 10pt">amounts withdrawn from such Participant&#146;s Cash
Account. Upon completion of purchases in respect of a Purchase Date (which
will be completed in not more than 30&nbsp;days after the Purchase Date), all
 shares of Stock so purchased for a Participant will be credited to the
Participant&#146;s Stock Account.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Purchase Price. The purchase price of each share of Stock purchased in
respect of a Purchase Date will equal 85% of the lesser of (i)&nbsp;the Fair
Market Value of a share of Stock on the first day of the Offering Period
or (ii)&nbsp;the Fair Market Value of a share of Stock on the Purchase Date.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Dividend Reinvestment; Other Distributions. Cash dividends on any Stock
credited to a Participant&#146;s Stock Account will be automatically reinvested
in additional shares of Stock; such amounts will not be available in the
form of cash to Participants. All cash dividends paid on Stock credited to
Participant&#146;s Stock Accounts will be paid over by the Company to the
Custodian at the dividend payment date. The Custodian will aggregate all
purchase of Stock in connection with dividend reinvestment for a given
dividend payment date. Purchases of Stock for purposes of dividend
reinvestment will be made as promptly as practicable (but not more than 30
days) after a dividend payment date. The Custodian will make such
purchases, as directed by the Board directly from the Company at 100% of
the Fair Market Value of a share of Stock on the dividend payment date.
Any shares of Stock distributed as a dividend or distribution in respect
of shares of Stock or in connection with a split of the Stock credited to
a Participant&#146;s Stock Account will be credited to such Account.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Withdrawals and Transfers. Shares of Stock may be withdrawn from a
Participant&#146;s Stock Account, in which case one or more certificates for
whole shares may be issued in the name of, and delivered to, the
Participant, with such Participant receiving cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the date of
withdrawal. Alternatively, whole shares of Stock may be withdrawn from a
Participant&#146;s Stock Account by means of a transfer to a broker-dealer or
financial institution that maintains an account for the Participant,
together with the transfer of cash in lieu of fractional shares based on
the Fair Market Value of a share of Stock on the date of withdrawal.
Participants may not designate any other person to receive shares of Stock
withdrawn or transferred under the Plan. A Participant seeking to withdraw
or transfer shares of Stock must give instructions to the Custodian in
such manner and form as may be prescribed by the Custodian, which
instructions will be acted upon as promptly as practicable. Withdrawals
and transfers will be subject to any fees imposed in accordance with
Section&nbsp;8(a).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Excess Account Balances. If any amounts remain in a Cash Account
following a Purchase Date as a result of the limitation set forth in
Section&nbsp;6(a)(iii), such amounts will be returned to the Participant by the
Custodian as promptly as practicable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;TERMINATION AND DISTRIBUTIONS.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Termination of Enrollment. A Participant&#146;s enrollment in the Plan will
terminate upon (i)&nbsp;the beginning of any payroll period or Offering Period
that begins after


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<P align="left" style="margin-left:3%; font-size: 10pt">he or she terminates enrollment in the Plan pursuant to
such procedures as established by the Board or its designee, provided that
such Participant will continue to be deemed to be enrolled with respect to
any completed Offering Period for which purchases have not been completed,
(ii)&nbsp;such time as the Participant becomes ineligible to participate under
Section 5(a) of the Plan, or (iii)&nbsp;the termination of the Participant&#146;s
employment by the Company and its Subsidiaries. An employee whose
enrollment in the Plan terminates may again enroll in the Plan as of any
subsequent Offering Period that is at least 90&nbsp;days after such termination
of enrollment if he or she satisfies the eligibility requirements of
Section 5(a) as of such Offering Period. A Participant&#146;s election to
discontinue payroll contributions will not constitute a termination of
enrollment.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Distribution. As soon as practicable after a Participant&#146;s enrollment in
the Plan terminates, amounts in the Participant&#146;s Cash Account which
resulted from payroll contributions will be repaid to the Participant if a
Participant enrollment terminates five or more business days before the
end of the last payroll period in an Offering Period. If amounts credited
to the Participant&#146;s Cash Account have not yet been deposited by the
Company with the Custodian, the Company rather than the Custodian will
make the repayment to the Participant. The Custodian will continue to
maintain the Participant&#146;s Stock Account for the Participant until the
earlier of such time as the Participant directs the sale of all Stock in
the Account, withdraws, or transfers all Stock in the Account. If the
Participant&#146;s enrollment in the Plan ceases because of the termination of
the Participant&#146;s employment by the Company and its Subsidiaries, the
Participant is responsible for the administrative costs associated with
maintaining their Stock Account after such termination of employment. If a
Participant&#146;s termination of enrollment results from his or her death, all
amounts payable will be paid to his or her estate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;GENERAL.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Costs. Except as otherwise provided in Section&nbsp;7(b), costs and expenses
incurred in the administration of the Plan and maintenance of Accounts
will be paid by the Company, to the extent provided in this Section&nbsp;8(a).
Any brokerage fees and commissions for the purchase of Stock under the
Plan (including Stock purchased upon reinvestment of dividends and
distributions) will be paid by the Company, but any brokerage fees and
commissions for the sale of Stock under the Plan by a Participant will be
borne by such Participant. The rate at which such fees and commissions
will be charged to Participants will be determined by the Custodian or any
broker-dealer used by the Custodian (including an affiliate of the
Custodian), and communicated from time to time to Participants. In
addition, the Custodian may impose or pass through a reasonable fee for
the withdrawal of Stock in the form of stock certificates (as permitted
under Section&nbsp;6(e)), and reasonable fees for other services unrelated to
the purchase of Stock under the Plan, to the extent approved in writing by
the Company and communicated to Participants.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Statements to Participants. The Custodian will reflect payroll
contributions, purchases, sales, and withdrawals and transfers of shares
of Stock and other Plan transactions by appropriate adjustments to
the Participant&#146;s Accounts. The Custodian will, not less frequently than
semi-annually, provide or cause to be provided a


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<P align="left" style="margin-left:3%; font-size: 10pt">written statement to the
Participant showing the transactions in his or her Accounts and the date
thereof, the number of shares of Stock purchased or sold, the aggregate
purchase price paid or sales price received, the purchase or sales price per
share, the brokerage fees and commissions paid (if any), the total shares
held for the Participant&#146;s Stock Account (computed to at least three decimal
places), and other information.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Compliance with Section&nbsp;423. It is the intent of the Company that this
Plan comply in all respects with applicable requirements of Section&nbsp;423 of
the Code and regulations thereunder. Accordingly, if any provision of this
Plan does not comply with such requirements, such provision will be
construed or deemed amended to the extent necessary to conform to such
requirements.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;GENERAL PROVISIONS.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Compliance With Legal and Other Requirements. The Plan, the granting and
exercising of Purchase Rights hereunder, and the other obligations of the
Company and the Custodian under the Plan will be subject to all applicable
federal and state laws, rules, and regulations, and to such approvals by
any regulatory or governmental agency as may be required. Additionally,
the granting and exercising of Purchase Rights hereunder shall be subject
to all applicable laws of the country in which employees of the Company
and a Subsidiary who are nonresident aliens and who are eligible to
participate in the Plan reside. The Company may, in its discretion,
postpone the issuance or delivery of Stock upon exercise of Purchase
Rights until completion of such registration or qualification of such
Stock or other required action under any federal or state law, rule, or
regulation, or the laws of any country in which employees of the Company
and a Subsidiary who are nonresident aliens and who are eligible to
participate in the Plan reside, or other required action with respect to
any automated quotation system or stock exchange upon which the Stock or
other Company securities are designated or listed, or compliance with any
other contractual obligation of the Company, as the Company may consider
appropriate, and may require any Participant to make such representations
and furnish such information as it may consider appropriate in connection
with the issuance or delivery of Stock in compliance with applicable laws,
rules, and regulations, designation or listing requirements, or other
contractual obligations.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Limits on Encumbering Rights. No right or interest of a Participant
under the Plan, including any Purchase Right, may be pledged, encumbered,
or hypothecated to or in favor of any party, subject to any lien,
obligation, or liability of such Participant, or otherwise assigned,
transferred, or disposed of except pursuant to the laws of descent or
distribution, and any right of a Participant under the Plan will be
exercisable during the Participant&#146;s lifetime only by the Participant.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) No Right to Continued Employment. Neither the Plan nor any action taken
hereunder, including the grant of a Purchase Right, will be construed as
giving any employee the right to be retained in the employ of the Company
or any of its Subsidiaries, nor will it interfere in any way with the
right of the Company or any of its Subsidiaries to terminate any
employee&#146;s employment at any time.


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Taxes. The Company or any Subsidiary is authorized to withhold from any
payment to be made to a Participant, including any payroll and other
payments not related to the Plan, amounts of withholding and other taxes
due in connection with any transaction under the Plan, and a Participant&#146;s
enrollment in the Plan will be deemed to constitute his or her consent to
such withholding. In addition, Participants may be required to advise the
Company of sales and other dispositions of Stock acquired
under the plan in order to permit the Company to comply with tax laws and to
claim any tax deductions to which the Company may be entitled with respect to
the Plan. (This provision and other Plan provisions do not set forth an
explanation of the tax consequences to Participants under the Plan. A brief
summary of the tax consequences will be included in disclosure documents to
be separately furnished to Participants.)



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Changes to the Plan. The Board may amend, alter, suspend, discontinue,
or terminate the Plan without the consent of shareholders or Participants,
except that any such action will be subject to the approval of the
Company&#146;s shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation
or the rules of any automated quotation system or stock exchange on which
the Stock may then be quoted or listed, or if such shareholder approval is
necessary in order for the Plan to continue to meet the requirements of
Section&nbsp;423 of the Code, and the Board may otherwise, in its discretion,
determine to submit other such actions to shareholders for approval;
provided, however, that, without the consent of an affected Participant,
no amendment, alteration, suspension, discontinuation, or termination of
the Plan may materially and adversely affect the rights of such
Participant with respect to outstanding Purchase Rights relating to any
Offering Period that has been completed prior to such Board action. The
foregoing notwithstanding, upon termination of the Plan the Board may
elect to terminate all outstanding Purchase Rights at such time as the
Board may designate; in the event of such termination of any Purchase
Right prior to its exercise, all amounts contributed to the Plan which
remain in a Participant&#146;s Cash Account will be returned to the Participant
(without interest) as promptly as practicable.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) No Rights to Participate; No Shareholder Rights. No Participant or
employee will have any claim to participate in the Plan with respect to
Offering Periods that have not commenced, and the Company will have no
obligation to continue the Plan. No Purchase Right will confer on any
Participant any of the rights of a shareholder of the Company unless and
until Stock is duly issued or transferred and delivered to the Participant
(or credited to the Participant&#146;s Stock Account).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Fractional Shares. Unless otherwise determined by the Board, purchases
of Stock under the Plan executed by the Custodian may result in the
crediting of fractional shares of Stock to the Participant&#146;s Stock
Account. Such fractional shares will be computed to at least three decimal
places. Fractional shares will not, however, be issued by the Company, and
certificates representing fractional shares will not be delivered to
Participants under any circumstances.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for approval
will be construed as creating any limitations on the power of the Board to
adopt such other compensatory


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<P align="left" style="margin-left:3%; font-size: 10pt">arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise
than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Plan Year. The Plan will operate on a plan year that ends December&nbsp;31 in
each year.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan will be determined in
accordance with the laws of the State of Arizona, without giving effect to
principles of conflicts of laws, and applicable federal law.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) Effective Date. The Plan will become effective at such time as the Plan
has been approved by shareholders of the Company, at a meeting thereof, by
a vote sufficient to meet the requirements of Section&nbsp;423(b)(2) of the
Code.


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