CT COMMUNICATIONS INC /NC
2001 EMPLOYEE STOCK PURCHASE PLAN
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<TYPE>EX-10.2
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<FILENAME>g69394ex10-2.txt
<DESCRIPTION>2001 EMPLOYEE STOCK PURCHASE PLAN
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                            CT COMMUNICATIONS, INC.

                       2001 EMPLOYEE STOCK PURCHASE PLAN

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                               TABLE OF CONTENTS

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<S>     <C>     <C>                                                           <C>
1.      DEFINITIONS.........................................................   1
2.      SHARES SUBJECT TO THE PLAN..........................................   1
3.      ADMINISTRATION......................................................   2
4.      INTERPRETATION......................................................   2
5.      ELIGIBLE EMPLOYEES..................................................   2
6.      PARTICIPATION IN THE PLAN...........................................   2
7.      OFFERINGS...........................................................   2
8.      OFFERING PERIODS AND PURCHASE PERIODS...............................   2
9.      RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.....................   2
10.     TIMING OF PURCHASE..................................................   3
11.     PURCHASE LIMITATION.................................................   3
12.     ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES..............   3
13.     WITHHOLDING OF TAXES................................................   3
14.     ACCOUNT STATEMENTS..................................................   4
15.     PARTICIPATION ADJUSTMENT............................................   4
16.     CHANGES IN ELECTIONS TO PURCHASE....................................   4
        a.      Ceasing Payroll Deductions or Periodic Payments.............   4
        b.      Decreasing Payroll Deductions During a Purchase Period......   4
        c.      Modifying Payroll Deductions or Periodic Payments at the
                Start of an Offering Period.................................   4
17.     TERMINATION OF EMPLOYMENT...........................................   4
18.     LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY..................   4
19.     FAILURE TO MAKE PERIODIC CASH PAYMENTS..............................   5
20.     TERMINATION OF PARTICIPATION........................................   5
21.     ASSIGNMENT..........................................................   5
22.     APPLICATION OF FUNDS................................................   6
23.     NO RIGHT TO CONTINUED EMPLOYMENT....................................   6
24.     AMENDMENT OF PLAN...................................................   6
25.     TERM AND TERMINATION OF THE PLAN....................................   6
26.     EFFECT OF CHANGES IN CAPITALIZATION.................................   6
        a.      Changes in Stock............................................   6
        b.      Reorganization in Which the Company Is the Surviving
                Corporation.................................................   7
        c.      Reorganization in Which the Company Is Not the Surviving
                Corporation, Sale of Assets or Stock, and other Corporate
                Transactions................................................   7
        d.      Adjustments.................................................   7
        e.      No Limitations on Company...................................   7
27.     GOVERNMENTAL REGULATION.............................................   7
28.     SHAREHOLDER RIGHTS..................................................   7
29.     RULE 16b-3..........................................................   8
30.     PAYMENT OF PLAN EXPENSES............................................   8
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                            CT COMMUNICATIONS, INC.
                       2001 EMPLOYEE STOCK PURCHASE PLAN

     The Board of Directors of the Company has adopted this Employee Stock
Purchase Plan to enable eligible employees of the Company and its Participating
Affiliates, through payroll deductions or other cash contributions, to purchase
shares of the Company's Common Stock. The Plan is for the benefit of the
employees of the Company and any Participating Affiliates. The Plan is intended
to benefit the Company by increasing the employees' interest in the Company's
growth and success and encouraging employees to remain in the employ of the
Company or its Participating Affiliates. The provisions of the Plan are set
forth below:

1.   DEFINITIONS.

     1.1.  "BOARD" means the Board of Directors of the Company.

     1.2.  "CODE" means the Internal Revenue Code of 1986, as amended.

     1.3.  "COMMITTEE" means a committee of, and designated from time to time by
resolution of, the Board.

     1.4.  "COMMON STOCK" means the Company's common stock.

     1.5.  "COMPANY" means CT Communications, Inc., a North Carolina
corporation.

     1.6.  "EFFECTIVE DATE" means March 26, 2001, the date the Plan is approved
by the Board.

     1.7.  "FAIR MARKET VALUE" means the value of each share of Common Stock
subject to the Plan on a given date determined as follows: if on such date the
shares of Common Stock are listed on an established national or regional stock
exchange, are admitted to quotation on The Nasdaq Stock Market, or are publicly
traded on an established securities market, the fair market value of the shares
of Common Stock shall be the closing price of the shares of Common Stock on such
exchange or in such market (the exchange or market selected by the Board if
there is more than one such exchange or market) on such date or, if such date is
not a trading day, on the trading day immediately preceding such date (or if
there is no such reported closing price, the fair market value shall be the mean
between the highest bid and lowest asked prices or between the high and low sale
prices on such trading day) or, if no sale of the shares of Common Stock is
reported for such trading day, on the next preceding day on which any sale shall
have been reported. If the shares of Common Stock are not listed on such an
exchange, quoted on such System or traded on such a market, fair market value
shall be determined by the Board in good faith.

     1.8.  "OFFERING PERIOD" means the period determined by the Committee
pursuant to SECTION 8 during which payroll deductions or other cash payments are
accumulated for the purpose of purchasing Common Stock under the Plan.

     1.9.  "PARTICIPATING AFFILIATE" means any company or other trade or
business that is a subsidiary of the Company (determined in accordance with the
principles of Sections 424(e) and (f) of the Code and the regulations
thereunder).

     1.10. "PLAN" means the CT Communications, Inc. 2001 Employee Stock Purchase
Plan.

     1.11. "PURCHASE PERIOD" means the period designated by the Committee on the
last trading day of which purchases of Common Stock are made under the Plan.

     1.12. "PURCHASE PRICE" means the purchase price of each share of Common
Stock purchased under the Plan.

2.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in SECTION 26 below, the aggregate number
of shares of Common Stock that may be made available for purchase by
participating employees under the Plan is five hundred thousand (500,000). The
shares issuable under the Plan may, in the discretion of the Board, be
authorized but unissued shares, treasury shares, or shares purchased on the open
market.

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3.   ADMINISTRATION.

     The Plan shall be administered under the direction of the Committee. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan.

4.   INTERPRETATION.

     It is intended that the Plan will meet the requirements for an "employee
stock purchase plan" under Section 423 of the Code, and it is to be so applied
and interpreted. Subject to the express provisions of the Plan, the Committee
shall have authority to interpret the Plan, to prescribe, amend and rescind
rules relating to it, and to make all other determinations necessary or
advisable in administering the Plan, all of which determinations will be final
and binding upon all persons.

5.   ELIGIBLE EMPLOYEES.

     Any employee of the Company or any of its Participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate: (a) an employee whose customary employment is for less than three
months in any calendar year; (b) an employee whose customary employment is 20
hours or less per week; and (c) an employee who, after exercising his or her
rights to purchase shares under the Plan, would own shares of Common Stock
(including shares that may be acquired under any outstanding options)
representing five percent or more of the total combined voting power of all
classes of stock of the Company. The Board may at any time in its sole
discretion, if it deems it advisable to do so, terminate the participation of
the employees of a particular Participating Affiliate.

6.   PARTICIPATION IN THE PLAN.

     An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Human Resources Department of the
Company. The form will authorize: (i) payment of the Purchase Price by payroll
deductions, and if authorized by the Committee, payment of the Purchase Price by
means of periodic cash payments from participating employees, and (ii) the
purchase of shares of Common Stock for the employee's account in accordance with
the terms of the Plan. Enrollment will become effective upon the first day of an
Offering Period.

7.   OFFERINGS.

     At the time an eligible employee submits his or her election to participate
in the Plan (as provided in SECTION 6 above), the employee shall elect to have
deductions made from his or her pay on each pay day following his or her
enrollment in the Plan, and for as long as he or she shall participate in the
Plan. The deductions will be credited to the participating employee's account
under the Plan. Pursuant to SECTION 6 above, the Committee shall also have the
authority to authorize in the election form the payment for shares of Common
Stock through cash payments from participating employees. An employee may not
during any Offering Period change his or her percentage of payroll deduction for
that Offering Period, nor may an employee withdraw any contributed funds, other
than in accordance with SECTIONS 16 through 20 below.

8.   OFFERING PERIODS AND PURCHASE PERIODS.

     The Offering Periods and Purchase Periods shall be determined by the
Committee. The first Offering Period under the Plan shall commence on the date
determined by the Committee. Each Offering Period shall consist of one or more
Purchase Periods, as determined by the Committee.

9.   RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.

     Rights to purchase shares of Common Stock will be deemed granted to
participating employees as of the first trading day of each Offering Period. The
Purchase Price of each share of Common Stock shall be determined by the
Committee; provided, however, that the Purchase Price shall not be less than the
lesser of

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85 percent of the Fair Market Value of the Common Stock (i) on the first trading
day of the Offering Period or (ii) on the last trading day of the Purchase
Period; provided, further, that in no event shall the Purchase Price be less
than the par value of the Common Stock.

10.  TIMING OF PURCHASE.

     Unless a participating employee has given prior written notice terminating
such employee's participation in the Plan, or the employee's participation in
the Plan has otherwise been terminated as provided in SECTIONS 16 through 20
below, such employee will be deemed to have exercised automatically his or her
right to purchase Common Stock on the last trading day of the Purchase Period
(except as provided in SECTION 16 below) for the number of shares of Common
Stock which the accumulated funds in the employee's account at that time will
purchase at the Purchase Price, subject to the participation adjustment provided
for in SECTION 15 below and subject to adjustment under SECTION 26 below.
Effective upon the last trading day of the Purchase Period, a participating
employee will become a shareholder with respect to the shares purchased during
such period, and will thereupon have all dividend, voting and other ownership
rights (except as provided in SECTION 12) incident thereto. Notwithstanding the
foregoing, no shares shall be sold pursuant to the Plan unless the Plan is
approved by the Company's shareholders in accordance with SECTION 25 below.

11.  PURCHASE LIMITATION.

     Notwithstanding any other provision of the Plan, no employee may purchase
in any one calendar year under the Plan and all other "employee stock purchase
plans" of the Company and its Participating Affiliates shares of Common Stock
having an aggregate Fair Market Value in excess of $25,000, determined as of the
first trading date of the Offering Period as to shares purchased during such
period. In addition, the Committee or the Board may impose a limit on the number
of shares or the value of shares that an employee may purchase in each Offering
or Purchase Period; provided, that, such limitations shall be imposed prior to
the start of the relevant Offering or Purchase Period.

12.  ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES.

     On the last trading day of the Purchase Period, a participating employee
will be credited with the number of shares of Common Stock purchased for his or
her account under the Plan during such Purchase Period. Shares purchased under
the Plan will be held in the custody of an agent (the "Agent") appointed by the
Board. The Agent may hold the shares purchased under the Plan in stock
certificates in nominee names and may commingle shares held in its custody in a
single account or stock certificate without identification as to individual
participating employees. The Committee shall have the right to require that a
participating employee may not request that all or part of the shares of Common
Stock be reissued in the employee's own name and the stock certificates
delivered to the employee until two years have elapsed since the first day of
the Offering Period in which the shares were purchased and one year has elapsed
since the day the shares were purchased (the "Section 423 Holding Period"). The
Committee shall also have the right to require that all sales of shares during
the Section 423 Holding Period applicable to such shares be performed through a
licensed broker acceptable to the Company.

13.  WITHHOLDING OF TAXES.

     To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Common Stock purchased
under the Plan, the Company may withhold amounts needed to cover such taxes from
any payments otherwise due and owing to the participating employee or from
shares that would otherwise be issued to the participating employee hereunder.
Any participating employee who sells or otherwise transfers shares purchased
under the Plan within two years after the beginning of the Offering Period in
which the shares were purchased must within 30 days of such transfer notify the
Payroll Department of the Company in writing of such transfer.

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14.  ACCOUNT STATEMENTS.

     The Company will cause the Agent to deliver to each participating employee
a statement for each Purchase Period during which the employee purchases Common
Stock under the Plan, reflecting the amount of payroll deductions during the
Purchase Period, the number of shares purchased for the employee's account, the
price per share of the shares purchased for the employee's account and the
number of shares held for the employee's account at the end of the Purchase
Period.

15.  PARTICIPATION ADJUSTMENT.

     If in any Purchase Period the number of unsold shares that may be made
available for purchase under the Plan pursuant to SECTION 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to SECTION 10 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately. Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.

16.  CHANGES IN ELECTIONS TO PURCHASE.

     A.  CEASING PAYROLL DEDUCTIONS OR PERIODIC PAYMENTS.

        A participating employee may, no later than five days prior to the last
trading day of the Purchase Period, by written notice to the Company, direct the
Company to cease payroll deductions (or, if the payment for shares is being made
through periodic cash payments, notify the Company that such payments will be
terminated), in accordance with the following alternatives:

               (i) The employee's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Purchase
Period, with the amount then credited to the employee's account; or

               (ii) Subject to the consent of the Committee, withdraw the amount
in such employee's account and terminate such employee's option to purchase.

     B.  DECREASING PAYROLL DEDUCTIONS DURING A PURCHASE PERIOD.

        A participating employee may decrease his or her rate of contribution
once during a Purchase Period, but not below $10.00 per pay period, by
delivering to the Company a new form regarding election to participate in the
Plan under SECTION 6 above.

     C.  MODIFYING PAYROLL DEDUCTIONS OR PERIODIC PAYMENTS AT THE START OF AN
         OFFERING PERIOD.

        Any participating employee may increase or decrease his or her payroll
deduction or periodic cash payments, to take effect on the first day of the next
Offering Period, by delivering to the Company a new form regarding election to
participate in the Plan under SECTION 6 above.

17.  TERMINATION OF EMPLOYMENT.

     In the event a participating employee leaves the employ of the Company or a
Participating Affiliate for any reason, the amount in the employee's account
will be distributed to the employee (or his representative in the case of death)
and the employee's option to purchase will terminate; provided, that, the
Committee may, in lieu of distributing the employee's account, permit the
employee to reduce his or her option to the number of shares which may be
purchased, as of the last day of the Purchase Period, with the amount then
credited to the employee's account.

18.  LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY.

     Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the employee
from work due to lay-off, authorized leave of absence or disability or, if the
employee so elects, periodic payments for such shares may continue to be made in
cash.

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     If such employee returns to active service prior to the last day of the
Purchase Period, the employee's payroll deductions will be resumed and if said
employee did not make periodic cash payments during the employee's period of
absence, the employee shall, by written notice to the Company's Payroll
Department within 10 days after the employee's return to active service, but not
later than the last day of the Purchase Period, elect:

     (a) To make up any deficiency in the employee's account resulting from a
suspension of payroll deductions by an immediate cash payment;

     (b) Not to make up such deficiency, in which event the number of shares to
be purchased by the employee shall be reduced to the number of whole shares
which may be purchased with the amount, if any, then credited to the employee's
account plus the aggregate amount, if any, of all payroll deductions to be made
thereafter; or

     (c) Withdraw the amount in the employee's account and terminate the
employee's option to purchase.

     A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Purchase Period shall deliver written notice
to his or her employer on or before the last day of the Purchase Period,
electing one of the alternatives provided in the foregoing clauses (a), (b) and
(c) of this SECTION 18. If any employee fails to deliver such written notice
within 10 days after the employee's return to active service or by the last day
of the Purchase Period, whichever is earlier, the employee shall be deemed to
have elected SUBSECTION 18(C) above.

     If the period of a participating employee's lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Purchase
Period, and the employee shall not resume active employment with the Company or
a Participating Affiliate, the employee shall receive a distribution in
accordance with the provisions of SECTION 17 of this Plan.

19.  FAILURE TO MAKE PERIODIC CASH PAYMENTS.

     Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan by the participating employee.

20.  TERMINATION OF PARTICIPATION.

     A participating employee will be refunded all moneys in his or her account,
and his or her participation in the Plan will be terminated if either (a) the
Board elects to terminate the Plan as provided in SECTION 25 below, or (b) the
employee ceases to be eligible to participate in the Plan under SECTION 5 above.
As soon as practicable following termination of an employee's participation in
the Plan, the Company will deliver to the employee a check representing the
amount in the employee's account and a stock certificate representing the number
of whole shares held in the employee's account. Once terminated, participation
may not be reinstated for the then current Offering Period, but, if otherwise
eligible, the employee may elect to participate in any subsequent Offering
Period.

21.  ASSIGNMENT.

     No participating employee may assign his or her rights to purchase shares
of Common Stock under the Plan, whether voluntarily, by operation of law or
otherwise. Any payment of cash or issuance of shares of Common Stock under the
Plan may be made only to the participating employee (or, in the event of the
employee's death, to the employee's estate). Once a stock certificate has been
issued to the employee or for his or her account, such certificate may be
assigned the same as any other stock certificate.

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22.  APPLICATION OF FUNDS.

     All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Common Stock and/or
refunded to participating employees. Participating employees' accounts will not
be segregated.

23.  NO RIGHT TO CONTINUED EMPLOYMENT.

     Neither the Plan nor any right to purchase Common Stock under the Plan
confers upon any employee any right to continued employment with the Company or
any of its Participating Affiliates, nor will an employee's participation in the
Plan restrict or interfere in any way with the right of the Company or any of
its Participating Affiliates to terminate the employee's employment at any time.

24.  AMENDMENT OF PLAN.

     The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in SECTION 9 above used in calculating the
Purchase Price); provided, however, that without approval of the shareholders of
the Company no amendment shall be made (a) increasing the number of shares
specified in SECTION 1 above that may be made available for purchase under the
Plan (except as provided in SECTION 26 below) or (b) changing the eligibility
requirements for participating in the Plan. No amendment may be made that
impairs the vested rights of participating employees.

25.  TERM AND TERMINATION OF THE PLAN.

     The Plan shall be effective as of the Effective Date, subject to approval
of the Plan by the shareholders of the Company; provided, however, that upon
approval of the Plan by the shareholders of the Company, all rights to purchase
shares granted under the Plan on or after the Effective Date shall be fully
effective as if the shareholders of the Company had approved the Plan on the
Effective Date. If the shareholders fail to approve the Plan on or before one
year after the Effective Date, the Plan shall terminate, any rights to purchase
shares granted hereunder shall be null and void and of no effect, and all
contributed funds shall be refunded to participating employees. The Board may
terminate the Plan at any time and for any reason or for no reason, provided
that such termination shall not impair any rights of participating employees
that have vested at the time of termination. In any event, the Plan shall,
without further action of the Board, terminate ten (10) years after the date of
adoption of the Plan by the Board or, if earlier, at such time as all shares of
Common Stock that may be made available for purchase under the Plan pursuant to
SECTION 1 above have been issued.

26.  EFFECT OF CHANGES IN CAPITALIZATION.

     A.  CHANGES IN STOCK.

        If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the Effective
Date, the number and kinds of shares that may be purchased under the Plan shall
be adjusted proportionately and accordingly by the Company. In addition, the
number and kind of shares for which rights are outstanding shall be similarly
adjusted so that the proportionate interest of a participating employee
immediately following such event shall, to the extent practicable, be the same
as immediately prior to such event. Any such adjustment in outstanding rights
shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such rights, but shall include a
corresponding proportionate adjustment in the Purchase Price per share.
Notwithstanding the foregoing, in the event of a spin-off that results in no
change in the number of outstanding shares of the Common Stock of the Company,
the Company may, in such manner as the Company deems appropriate, adjust (i) the
number and kind of shares for which rights are outstanding under the Plan, and
(ii) the Purchase Price per share.

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     B.  REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING CORPORATION.

        Subject to SUBSECTION 26(C), if the Company shall be the surviving
corporation in any reorganization, merger or consolidation of the Company with
one or more other corporations, all outstanding rights under the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock subject to such rights would have been entitled immediately
following such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Purchase Price per share so that the aggregate
Purchase Price thereafter shall be the same as the aggregate Purchase Price of
the shares subject to such rights immediately prior to such reorganization,
merger or consolidation.

     C.  REORGANIZATION IN WHICH THE COMPANY IS NOT THE SURVIVING CORPORATION,
         SALE OF ASSETS OR STOCK, AND OTHER CORPORATE TRANSACTIONS.

        Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by
the Board that results in any person or entity owning more than 80 percent of
the combined voting power of all classes of stock of the Company, the Plan and
all rights outstanding hereunder shall terminate, except to the extent provision
is made in writing in connection with such transaction for the continuation of
the Plan and/or the assumption of the rights theretofore granted, or for the
substitution for such rights of new rights covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and rights theretofore granted shall continue in the manner and under the terms
so provided. In the event of any such termination of the Plan, the Offering
Period and the Purchase Period shall be deemed to have ended on the last trading
day prior to such termination, and in accordance with SECTION 12 above the
rights of each participating employee then outstanding shall be deemed to be
automatically exercised on such last trading day. The Board shall send written
notice of an event that will result in such a termination to all participating
employees at least ten (10) days prior to the date upon which the Plan will be
terminated.

     D.  ADJUSTMENTS.

        Adjustments under this SECTION 26 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

     E.  NO LIMITATIONS ON COMPANY.

        The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

27.  GOVERNMENTAL REGULATION.

     The Company's obligation to issue, sell and deliver shares of Common Stock
pursuant to the Plan is subject to such approval of any governmental authority
and any national securities exchange or other market quotation system as may be
required in connection with the authorization, issuance or sale of such shares.

28.  SHAREHOLDER RIGHTS.

     Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee. The Company will deliver
to each participating employee who purchases shares of Common Stock under the
Plan, as promptly as practicable by mail or otherwise, all notices of meetings,
proxy statements, proxies and other materials distributed by the Company to its
shareholders. Any shares of Common Stock held by the Agent for an employee's
account will be voted in accordance with the employee's

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duly delivered and signed proxy instructions. There will be no charge to
participating employees in connection with such notices, proxies and other
materials.

29.  RULE 16B-3.

     Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Securities
Exchange Act of 1934, as amended. If any provision of the Plan or action by the
Board fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Board. Moreover, in the event the
Plan does not include a provision required by Rule 16b-3 to be stated herein,
such provision (other than one relating to eligibility requirements, or the
price and amount of awards) shall be deemed automatically to be incorporated by
reference into the Plan.

30.  PAYMENT OF PLAN EXPENSES.

     The Company will bear all costs of administering and carrying out the Plan.

                                    *  *  *

     This Plan was duly adopted and approved by the Board of the Company on the
26th day of March, 2001 and was duly approved by the stockholders of the
Company on the 26th day of April, 2001.

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