PALM INC
1999 EMPLOYEE STOCK PURCHASE PLAN
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<DESCRIPTION>1999 EMPLOYEE STOCK PURCHASE PLAN
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<TITLE>1999 Employee Stock Purchase Plan</TITLE>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Exhibit 10.3 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>PALM, INC. </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>1999 EMPLOYEE STOCK PURCHASE
PLAN </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>(As Amended and Restated Effective as of October 15, 2002) </B></FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The following constitute the provisions of the Palm, Inc. 1999 Employee Stock Purchase Plan, as amended and restated effective as of
October 15, 2002: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Purpose</U>.&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the Plan is to
provide Employees with an opportunity to purchase Common Stock through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an &#147;Employee Stock Purchase Plan&#148; under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Administrator</U>&#148; shall mean the Board or any committee thereof designated by the Board in accordance with Section 14. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Board</U>&#148; shall mean the Board of Directors of the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV>
<DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Code</U>&#148; shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code
herein shall be a reference to any successor or amended section of the Code. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(d)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Common Stock</U>&#148; shall mean the common stock of the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">(e)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Company</U>&#148; shall mean Palm, Inc., a Delaware corporation. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(f)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Compensation</U>&#148; shall mean an Employee&#146;s base straight time gross earnings and commissions, but shall exclude payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(g)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Designated Subsidiary</U>&#148; shall mean any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan with respect
to its Employees. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(h)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Employee</U>&#148; shall mean any
individual who is an employee of an Employer for tax purposes and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Employer. Where the period of leave exceeds ninety (90) days and the individual&#146;s right to reemployment is not
guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. </FONT></DIV>

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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(i)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Employer</U>&#148; shall mean
any one or all of the Company and its Designated Subsidiaries. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(j)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Enrollment Date</U>&#148; shall mean the first Trading Day of each Offering Period. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(k)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Exercise Date</U>&#148; shall mean the last Trading Day of each Purchase Period. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(l)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Fair Market Value</U>&#148; shall mean, as of any date, the value of Common Stock determined as follows: </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(i)&nbsp;&nbsp;&nbsp;&nbsp;If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the date of determination, as reported in <I>The Wall Street Journal</I> or such other source as the Administrator deems reliable; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(ii)&nbsp;&nbsp;&nbsp;&nbsp;If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in <I>The Wall Street Journal</I> or such other source as the Administrator deems reliable; </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(iii)&nbsp;&nbsp;&nbsp;&nbsp;In the absence of an established market for the Common Stock, the Fair Market Value thereof
shall be determined in good faith by the Administrator; or </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(iv)&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included with the registration statement on Form S-1 filed with the
Securities and Exchange Commission for the initial public offering of the Company&#146;s Common Stock (the &#147;Registration Statement&#148;). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(m)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Offering Periods</U>&#148; shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after April 1 and October 1 of each year and terminating on the last Trading Day in the periods ending twenty-four (24) months later; provided, however, that the first Offering Period under the Plan shall
commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company&#146;s Registration Statement effective and ending on the last Trading Day on or before March 31, 2002. Notwithstanding the
foregoing, if a new Offering Period is established in accordance with Section<B> </B>25, the new Offering Period shall commence on the last Exercise Date of the immediately preceding Offering Period following the exercise of options on such Exercise
Date. The duration and timing of Offering Periods may be changed by the Administrator pursuant to Section 4. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(n)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Parent</U>&#148; shall mean a &#147;parent corporation,&#148; whether now or hereafter existing, as defined in Section 424(e) of the Code. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(o)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Plan</U>&#148; shall mean this 1999 Employee Stock Purchase Plan, as amended from time to time. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(p)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Purchase Period</U>&#148;
shall mean the approximately six (6) month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next
Exercise Date. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(q)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Purchase Price</U>&#148; shall mean
eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(r)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Reserves</U>&#148; shall mean the number of shares of Common
Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(s)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Subsidiary</U>&#148; shall mean a corporation, domestic or foreign, of which not less
than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(t)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Trading Day</U>&#148; shall mean a day on which U.S. national stock exchanges and the Nasdaq System are open for
trading. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Eligibility</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;Any person who is an Employee as of the Enrollment Date of a given Offering Period shall be eligible to participate in such
Offering Period under the Plan, subject to the requirements of Section 5. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase
plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the
time such option is granted) for each calendar year in which such option is outstanding at any time. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Offering Periods</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be implemented by consecutive, overlapping Offering Periods, with a new Offering Period commencing on the first Trading Day on or after April 1
and October 1 of each year, or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance with Section 20; provided, however, that the first Offering Period under the Plan shall commence with
the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company&#146;s Registration Statement effective and ending on the last Trading Day on or before March 31, 2002. The Administrator shall have the
power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the
first Offering Period to be affected thereafter. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Participation</U>.&nbsp;&nbsp;&nbsp;&nbsp;An
Employee who is eligible to participate in the Plan pursuant to Section 3 may become a participant in the Plan by (i) submitting to the Company&#146;s Stock Administration Department (or its designee), on or before a date prescribed by the
Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment
procedure prescribed by the Administrator. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Payroll Deductions</U>. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;At the time a participant enrolls in the Plan pursuant to Section 5, he or she shall
elect to have payroll deductions made on each payday during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each such payday. However, if the percentage of a participant&#146;s
Compensation deducted for purposes of this Plan and all other plans of the Company or any Parent or Subsidiary of the Company, that are intended to qualify as &#147;employee stock purchase plans&#148; under Section 423 of the Code exceeds ten
percent (10%), then the percentage of Compensation deducted for purposes of this Plan shall be reduced such that the participant&#146;s percentage of Compensation deducted under all such plans that qualify under Section 423 of the Code does not
exceed ten percent (10%) of the Compensation which the participant receives on each pay day during the Offering Period. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;Payroll deductions authorized by a participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering Period to which such authorization
is applicable, unless sooner terminated by the participant as provided in Section 10. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(c)&nbsp;&nbsp;&nbsp;&nbsp;All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into
such account. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;&nbsp;&nbsp;A participant may discontinue his or her participation
in the Plan as provided in Section 10, or may change the rate of his or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company&#146;s Stock Administration Department (or its designee), on or before
a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or
other procedure prescribed by the Administrator. If a participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions shall continue at the originally elected rate throughout the
Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by participants during any
Offering Period. Any change in payroll deduction rate made pursuant to this Section 6(d) shall be effective as of the beginning of the calendar month immediately following the date on which the change is made by the participant. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(e)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), a participant&#146;s payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate
originally elected by the participant effective as of the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(f)&nbsp;&nbsp;&nbsp;&nbsp;At the time the option is exercised, in whole or in part, or at the time some or all of the
Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company&#146;s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of
the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant&#146;s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the participant. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Grant of Option</U>.&nbsp;&nbsp;&nbsp;&nbsp;On the Enrollment Date of each Offering Period, each Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such participant&#146;s payroll deductions accumulated prior to such Exercise Date and retained in the
participant&#146;s account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall a participant be permitted to purchase during each Purchase Period more than 500 shares of Common Stock (subject to any adjustment
pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of Common Stock that an Employee may purchase during each Purchase Period of such Offering Period. Exercise of the option shall occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10. The option
shall expire on the last day of the Offering Period. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exercise of Option</U>.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;Unless a participant withdraws from the Plan as provided in Section
10, his or her option for the purchase of shares of Common Stock shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option shall be purchased for such participant at the applicable Purchase
Price with the accumulated payroll deductions in his or her account. No fractional shares of Common Stock shall be purchased; any payroll deductions accumulated in a participant&#146;s account which are not sufficient to purchase a full share shall
be retained in the participant&#146;s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant as provided in Section 10. Any other monies left over in a participant&#146;s account after the
Exercise Date shall be returned to the participant. During a participant&#146;s lifetime, a participant&#146;s option to purchase shares hereunder is exercisable only by him or her. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;If the Administrator determines that,
on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common
Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise
Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all
Offering Periods then in effect pursuant to Section 20. The Company may make pro rata allocation of the shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares of Common Stock for issuance under the Plan by the Company&#146;s shareholders subsequent to such Enrollment Date. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Delivery</U>.&nbsp;&nbsp;&nbsp;&nbsp;As promptly as practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall arrange the
delivery to each participant, as appropriate, of a record of the shares purchased. The Administrator may permit or require that such shares be deposited directly with a broker designated by the Administrator or to a designated agent of the Company,
and the Administrator may utilize electronic or other automated methods of share transfer. No participant shall have any voting, dividend, or other shareholder rights with respect to shares of Common Stock subject to any option granted under the
Plan until such shares have been purchased and delivered to the participant as provided in this Section 9. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Withdrawal</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;Under
procedures established by the Administrator, a participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan by submitting to the Company&#146;s
Stock Administration Department (or its designee) a notice of withdrawal in the form and manner prescribed by the Administrator for such purpose. Unless otherwise determined by the Administrator on a uniform and non-discriminatory basis, any
election to withdraw from an Offering Period will be effective only with respect to Exercise Dates that are at least five (5) business days after the properly completed election is received by the Company&#146;s Stock Administration Department. All
of the participant&#146;s payroll deductions credited to his or her account shall be paid to such participant as promptly as practicable after the effective date of his or her withdrawal and such participant&#146;s option for the Offering Period
shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. Once a participant has withdrawn from an Offering Period, the participant may not re-enroll in the same Offering
Period. Moreover, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;A participant&#146;s withdrawal from an Offering Period shall not have any effect upon his or
her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination of
Employment</U>.&nbsp;&nbsp;&nbsp;&nbsp;Upon a participant&#146;s ceasing to be an Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant&#146;s account
during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such participant&#146;s option shall be
automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant&#146;s customary number of hours
per week of employment during the period in which the participant is subject to such payment in lieu of notice; provided, however, that in no event shall the participant&#146;s option be exercisable more than three (3) months after the date of his
or her termination of employment. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">12.&nbsp;&nbsp;&nbsp;&nbsp;<U>Interest</U>.&nbsp;&nbsp;&nbsp;&nbsp;No interest
shall accrue on the payroll deductions of a participant in the Plan. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">13.&nbsp;&nbsp;&nbsp;&nbsp;<U>Stock</U>.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19, the maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 1,750,000* shares plus an annual increase to be added on the first day of the Company&#146;s fiscal year equal to the
lesser of (i) 500,000 shares, (ii) 2% of the outstanding shares of Common Stock on such date, or (iii) a lesser amount determined by the Board. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;Shares of Common Stock to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her
spouse. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">14.&nbsp;&nbsp;&nbsp;&nbsp;<U>Administration</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered
by the Board or a committee of members of the Board who shall be appointed from time to time by, and shall serve at the pleasure of, the Board. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate to one or more individuals all or
any part of its authority and powers under the Plan. Every finding, decision and determination made by the Administrator shall, to the full extent permitted by law, be final and binding upon all parties. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">15.&nbsp;&nbsp;&nbsp;&nbsp;<U>Designation of Beneficiary</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;A participant may designate a beneficiary who is to receive any shares of Common Stock and cash, if any, from the
participant&#146;s account under the Plan in the event of such participant&#146;s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may
designate a beneficiary who is to receive any cash from the participant&#146;s account under the Plan in the event of such participant&#146;s death prior to exercise of the option. If a participant is married and the designated beneficiary is not
the spouse, spousal consent shall be required for such designation to be effective. </FONT></DIV> <P></P> <HR SIZE="1" NOSHADE WIDTH="8%" COLOR="#000000" ALIGN="left">
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="1%" VALIGN="top" ALIGN="left"><DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">*</FONT></DIV></TD>
<TD WIDTH="1%" VALIGN="top"><DIV><FONT SIZE="1">&nbsp;</FONT></DIV></TD>
<TD ALIGN="left" VALIGN="top"><DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">This number includes the 5,000,000 Shares initially reserved for issuance under the Plan, plus the Shares that have been added annually pursuant to this Section
13(a) since the first day of the Company&#146;s 2001 fiscal year through October 14, 2002, as adjusted for the 1-for-20 reverse stock split effected on October 15, 2002. </FONT></DIV> </TD></TR></TABLE>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;Such designation of beneficiary may be
changed by the participant at any time. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant&#146;s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash
to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;&nbsp;&nbsp;All beneficiary designations under this Section 15 shall be made in such form and manner as the
Administrator may prescribe from time to time. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">16.&nbsp;&nbsp;&nbsp;&nbsp;<U>Transferability</U>.&nbsp;&nbsp;&nbsp;&nbsp;Neither payroll deductions credited to a participant&#146;s account nor any rights with regard to the exercise of an option or to receive shares under the Plan
may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15) by the participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 10. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">17.&nbsp;&nbsp;&nbsp;&nbsp;<U>Use of Funds</U>.&nbsp;&nbsp;&nbsp;&nbsp;All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions. Until shares of Common Stock are issued under the Plan, a participant shall only have the rights of an unsecured creditor with respect to such shares. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">18.&nbsp;&nbsp;&nbsp;&nbsp;<U>Reports</U>.&nbsp;&nbsp;&nbsp;&nbsp;Individual accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash
balance, if any. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">19.&nbsp;&nbsp;&nbsp;&nbsp;<U>Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;<U>Changes in
Capitalization</U>.&nbsp;&nbsp;&nbsp;&nbsp;Subject to any required action by the shareholders of the Company, the Reserves, the number of shares of Common Stock that may be added annually to the shares reserved under the Plan (pursuant to Section
13(a)(i)), the maximum number of shares of Common Stock each participant may purchase each Purchase Period (pursuant to Section 7), as well as the Purchase Price per share and the number of shares of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted for any spin-off or increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been &#147;effected without receipt of consideration.&#148; Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Purchase Price of shares of Common
Stock subject to an option. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;<U>Dissolution or
Liquidation</U>.&nbsp;&nbsp;&nbsp;&nbsp;In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the &#147;New Exercise Date&#148;), and shall
terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company&#146;s proposed dissolution or liquidation. The Board
shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant&#146;s option has been changed to the New Exercise Date and that the participant&#146;s option shall
be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;&nbsp;&nbsp;<U>Merger or Asset Sale</U>.&nbsp;&nbsp;&nbsp;&nbsp;In the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the &#147;New Exercise Date&#148;) and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company&#146;s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise
Date, that the Exercise Date for the participant&#146;s option has been changed to the New Exercise Date and that the participant&#146;s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">20.&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment or
Termination</U>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Board may at any time and for any reason
terminate or amend the Plan. Except as provided in Section 19, no such termination can affect options previously granted under the Plan, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines
that the termination of the Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;&nbsp;&nbsp;Without
shareholder consent and without regard to whether any participant rights may be considered to have been &#147;adversely affected,&#148; the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes
in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust
for delays or mistakes in the Company&#146;s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from the participant&#146;s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are
consistent with the Plan. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;&nbsp;&nbsp;In the event the Board determines that
the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence
including, but not limited to: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(i)&nbsp;&nbsp;&nbsp;&nbsp;altering the Purchase Price for any
Offering Period including an Offering Period underway at the time of the change in Purchase Price; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(ii)&nbsp;&nbsp;&nbsp;&nbsp;shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(iii)&nbsp;&nbsp;&nbsp;&nbsp;allocating shares. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">21.&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.&nbsp;&nbsp;&nbsp;&nbsp;All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">22.&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions Upon Issuance of Shares</U>.&nbsp;&nbsp;&nbsp;&nbsp;Shares of Common Stock shall not be issued with respect to an option under the Plan unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such
compliance. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">As a condition to the exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of law. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">23.&nbsp;&nbsp;&nbsp;&nbsp;<U>Term of Plan</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20. </FONT></DIV>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">24.&nbsp;&nbsp;&nbsp;&nbsp;<U>No Enlargement of Employee
Rights</U>.&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the employ of any Employer or to interfere with the right of the Employer to discharge any Employee at any time.<U></U>
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">25.&nbsp;&nbsp;&nbsp;&nbsp;<U>Automatic Transfer to Low Price Offering Period</U>.&nbsp;&nbsp;&nbsp;&nbsp;To the
extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of
such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately
following Offering Period. The new Offering Period shall commence on the last Exercise Date of the immediately preceding Offering Period after all options have been exercised on such Exercise Date. </FONT></DIV>
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