SUNRISE ASSISTED LIVING INC
SUNRISE EMPLOYEE STOCK PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>18
<FILENAME>w52399ex10-16.txt
<DESCRIPTION>SUNRISE EMPLOYEE STOCK PURCHASE PLAN
<TEXT>
<PAGE>   1


                                                                   EXHIBIT 10.16






                          SUNRISE ASSISTED LIVING, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
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1.  DEFINITIONS......................................................    1

2.  SHARES SUBJECT TO THE PLAN.......................................    2

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............................    3

9.  RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE..................    3

10. TIMING OF PURCHASE...............................................    3

11. PURCHASE LIMITATION..............................................    3

12. ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES...........    4

13. WITHHOLDING OF TAXES.............................................    4

14. ACCOUNT STATEMENTS...............................................    4

15. PARTICIPATION ADJUSTMENT.........................................    4

16. CHANGES IN ELECTIONS TO PURCHASE.................................    5

    a.    Ceasing Payroll Deductions or Periodic Payments............    5

    b.    Decreasing Payroll Deductions During a Purchase Period.....    5

    c.    Modifying Payroll Deductions or Periodic Payments at
          the Start of an Offering Period............................    5

17. VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.................    5

18. RETIREMENT OR SEVERANCE..........................................    5

19. LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY...............    6
</TABLE>


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<TABLE>
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20. DEATH............................................................    6

21. FAILURE TO MAKE PERIODIC CASH PAYMENTS...........................    7

22. TERMINATION OF PARTICIPATION.....................................    7

23. ASSIGNMENT.......................................................    7

24. APPLICATION OF FUNDS.............................................    7

25. NO RIGHT TO CONTINUED EMPLOYMENT.................................    7

26. AMENDMENT OF PLAN................................................    8

27. TERM AND TERMINATION OF THE PLAN.................................    8

28. EFFECT OF CHANGES IN CAPITALIZATION..............................    8

    a.    Changes in Stock...........................................    8

    b.    Reorganization in Which the Company Is the Surviving
          Corporation................................................    8

    c.    Reorganization in Which the Company Is Not the
          Surviving Corporation, Sale of Assets or Stock, and
          other Corporate Transactions...............................    9

    d.    Adjustments................................................    9

    e.    No Limitations on Company..................................    9

29. GOVERNMENTAL REGULATION..........................................    9

30. STOCKHOLDER RIGHTS...............................................    9

31. RULE 16B-3.......................................................   10

32. PAYMENT OF PLAN EXPENSES.........................................   10
</TABLE>
<PAGE>   4
                          SUNRISE ASSISTED LIVING, INC.
                          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, par value $0.01 per
      share.

1.5.  "COMPANY" means Sunrise Assisted Living, Inc.

1.6.  "EFFECTIVE DATE" means March 19, 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 Sunrise Assisted Living, Inc. Employee Stock Purchase
      Plan.


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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 28 below, the aggregate
number of shares of Common Stock that may be made available for purchase by
participating employees under the Plan is Three Hundred Thousand (300,000). 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.

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 less than 20 hours
per week; and (b) 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 Payroll 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


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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 22 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 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 22
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 28 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; provided, further, that the Committee may in its discretion, prior to
the start of an Offering Period, set a limit on the number or value of shares of
Common Stock an employee may purchase during the Offering Period. Effective upon
the last trading day of the Purchase Period, a participating employee will
become a stockholder with respect to the shares purchased during such period,
and will thereupon have all dividend, voting and other ownership rights incident
thereto except as otherwise provided in SECTION 12 below. Notwithstanding the
foregoing, no shares shall be sold pursuant to the Plan unless the Plan is
approved by the Company's stockholders in accordance with SECTION 27 below.


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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 of Directors. 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 any or
all of the following with respect to shares of Common Stock purchased under the
Plan:

            (i) 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 (or such shorter
period of time as the Committee may designate) 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");

            (ii) 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; and

            (iii) that participating employees abstain from selling or otherwise
transferring shares of Common Stock purchased pursuant to the Plan for a period
lasting up to two years from the date the shares were purchased pursuant to the
Plan.

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.

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.


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16.   CHANGES IN ELECTIONS TO PURCHASE.

      a. CEASING PAYROLL DEDUCTIONS OR PERIODIC PAYMENTS

            A participating employee may, at any time 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) 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.   VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

      In the event a participating employee voluntarily leaves the employ of the
Company or a Participating Affiliate, otherwise than by retirement under a plan
of the Company or a Participating Affiliate, or is discharged for cause prior to
the last day of the Purchase Period, the amount in the employee's account will
be distributed and the employee's option to purchase will terminate.

18.   RETIREMENT OR SEVERANCE.

      In the event a participating employee who has an option to purchase shares
leaves the employ of the Company or a Participating Affiliate because of
retirement under a plan of the Company or a Participating Affiliate, or because
of termination of the employee's employment by the Company or a Participating
Affiliate for any reason except discharge for cause, the participating employee
may elect, within 10 days after the date of such retirement or termination, one
of the following alternatives:

      (a) 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

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


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      In the event the participating employee does not make an election within
the aforesaid 10-day period, he or she will be deemed to have elected subsection
18(b) above.

19.   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.

      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 19. 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 19(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 18 of this Plan.

20.   DEATH.

      In the event of the death of a participating employee while the employee's
option to purchase shares is in effect, the legal representatives of such
employee may, within three months after the employee's death (but no later than
the last day of the Purchase Period) by written notice to the Company or
Participating Affiliate, elect one of the following alternatives:

      (a) 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


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<PAGE>   10
      (b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

      In the event the legal representatives of such employee fail to deliver
such written notice to the Company or Participating Affiliate within the
prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives.

21.   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.

22.   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 27 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.

23.   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.

24.   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.

25.   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.


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26.   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 stockholders 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 28 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.

27.   TERM AND TERMINATION OF THE PLAN.

      The Plan shall be effective as of the Effective Date, subject to approval
of the Plan within one year of such Effective Date by the affirmative vote of
stockholders who hold more than fifty percent of the combined voting power of
the outstanding shares of voting stock present or represented, and entitled to
vote thereon at a duly constituted stockholders' meeting, or by consent as
permitted by law; provided, however, that upon approval of the Plan by the
stockholders 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
stockholders of the Company had approved the Plan on the Effective Date. If the
stockholders 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.

28.   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.

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

            Subject to SECTION 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


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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 28 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.

29.   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.

30.   STOCKHOLDER 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


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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 stockholders. Any shares of Common
Stock held by the Agent for an employee's account will be voted in accordance
with the employee's duly delivered and signed proxy instructions. There will be
no charge to participating employees in connection with such notices, proxies
and other materials.

31.   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.

32.   PAYMENT OF PLAN EXPENSES.

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

                                  *    *    *


                                      B-10





</TEXT>
</DOCUMENT>
