exv10w55






Exhibit 10.55




APPLIED MATERIALS, INC.

EMPLOYEES’ STOCK PURCHASE PLAN

(as amended and restated March 10, 2008)




SECTION 1

PURPOSE




          Applied Materials, Inc. having established the Applied Materials, Inc. Employees’ Stock
Purchase Plan (the “Plan”), in order to provide eligible employees of the Company with the
opportunity to purchase Common Stock through payroll deductions or, if payroll deductions are not
permitted under local laws, through other means as specified by the Committee, hereby amends and
restates the Plan effective as of March 10, 2008 (the “Effective Date”). The Plan is intended to
qualify as an employee stock purchase plan under Section 423(b) of the Code, although the Company
makes no undertaking or representation to maintain such qualification.




SECTION 2

DEFINITIONS




          2.1 “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a
specific Section of the 1934 Act or regulation thereunder shall include such Section or regulation,
any valid regulation promulgated under such Section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such Section or regulation.




          2.2 “Board” means the Board of Directors of the Company.




          2.3 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific Section of the Code or regulation thereunder shall include such Section or regulation, any
valid regulation promulgated under such Section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such Section or regulation.




          2.4 “Committee” shall mean the committee appointed by the Board to administer the
Plan. Any member of the Committee may resign at any time by notice in writing mailed or delivered
to the Secretary of the Company. As of the Effective Date of the Plan, the Plan shall be
administered by the Human Resources and Compensation Committee of the Board.




          2.5 “Common Stock” means the common stock of the Company, $0.01 par value per share.




          2.6 “Company” means Applied Materials, Inc., a Delaware corporation.




          2.7 “Compensation” means a Participant’s base wages, excluding any overtime, bonuses,
allowances or shift differential. The Committee, in its discretion, may, on a uniform and
nondiscriminatory basis, establish a different definition of Compensation prior to an Enrollment
Date for all options to be granted on such Enrollment Date.




          2.8 “Eligible Employee” means every Employee of an Employer, except (a) any Employee
who immediately after the grant of an option under the Plan, would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any Subsidiary of the Company
(including stock attributed to such Employee pursuant to Section 424(d) of the



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Code), or (b) as provided in this Section 2.8. The Committee, in its discretion, from time to time
may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine
on a uniform and nondiscriminatory basis that an Employee shall not be an Eligible Employee if he
or she: (1) has not completed the required length of service with the Company, if any, as such
length may be determined by the Committee in its discretion (such length of required service not to
exceed two (2) years), (2) customarily works not more than twenty (20) hours per week (or such
lesser period of time as may be determined by the Committee in its discretion), (3) customarily
works not more than five (5) months per calendar year (or such lesser period of time as may be
determined by the Committee in its discretion), (4) is an officer or other manager, or (5) is a
highly compensated employee under Section 414(q) of the Code. An Employee who otherwise is an
Eligible Employee shall be treated as continuing to be such while the Employee is on sick leave or
other leave of absence approved in writing by the Employer, except that if the period of leave
exceeds ninety (90) days and the Employee’s right to reemployment is not guaranteed by statute or
contract, he or she shall cease to be an Eligible Employee on the 91st day of such
leave. Until and unless determined otherwise by the Committee, Eligible Employees shall exclude
each Employee (other than as excluded by subsection (a) of this Section 2.8) of an Employer who is
customarily employed by the Company and/or a Subsidiary to work less than or equal to twenty (20)
hours per week or five (5) months per calendar year.




          2.9 “Employee” means an individual who is a common-law employee of any Employer,
whether such employee is so employed at the time the Plan is adopted or becomes so employed
subsequent to the adoption of the Plan.




          2.10 “Employer” or “Employers” means any one or all of the Company and those
Subsidiaries which, with the consent of the Board or the Committee, have adopted the Plan or have
been designated by the Board or the Committee in writing as an Employer for purposes of
participation in the Plan. With respect to a particular Participant, Employer means the Company or
Subsidiary, as the case may be, that directly employs the Participant.




          2.11 “Enrollment Date” means such dates as may be determined by the Committee, in its
discretion and on a uniform and nondiscriminatory basis, from time to time.




          2.12 “Grant Date” means any date on which a Participant is granted an option under the
Plan.




          2.13 “Participant” means an Eligible Employee who (a) has become a Participant in the
Plan pursuant to Section 4.1 and (b) has not ceased to be a Participant pursuant to Section 8 or
Section 9.




          2.14 “Plan” means the Applied Materials, Inc. Employees’ Stock Purchase Plan, as set
forth in this instrument and as hereafter amended from time to time.




          2.15 “Purchase Date” means such dates on which each outstanding option granted under
the Plan shall be exercised (except in such instance in which the Plan has been terminated), as may
be determined by the Committee, in its discretion and on a uniform and nondiscriminatory basis from
time to time prior to an Enrollment Date for all options to be granted on such Enrollment Date.




          2.16 “Purchase Period” means the period beginning on such date as may be determined by
the Committee, in its discretion and on a uniform and nondiscriminatory basis, and ending on a
Purchase Date.




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          2.17 “Subsidiary” means any corporation in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last corporation in the unbroken chain
then owns stock possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.




SECTION 3

SHARES SUBJECT TO THE PLAN




          3.1 Number Available. A maximum of one hundred twenty-one million, two hundred
thousand (121,200,000) shares of Common Stock shall be available for issuance pursuant to the Plan.
Shares issued under the Plan may be newly issued shares or treasury shares.




          3.2 Adjustments. In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, spin off, combination of shares, merger, consolidation,
offering of rights or other similar change in the capital structure of the Company, the Committee
shall proportionately adjust the number, kind and purchase price of the shares available for
purchase under the Plan, the per person share number limits on purchases and the purchase price and
number of shares subject to any option under the Plan which has not yet been exercised.




SECTION 4

ENROLLMENT




          4.1 Participation. Each Eligible Employee may elect to become a Participant by
enrolling or re-enrolling in the Plan effective as of any Enrollment Date. In order to enroll, an
Eligible Employee must complete, sign and submit to the Company an enrollment form in such form,
manner and by such deadline as may be specified by the Committee from time to time, in its
discretion and on a nondiscriminatory basis, and which may be in electronic form. Any Participant
whose option expires and who has not withdrawn from the Plan shall be automatically re-enrolled in
the Plan on the Enrollment Date immediately following the Purchase Date on which his or her option
expires.




          4.2 Payroll Withholding and Contribution. On his or her enrollment form, each
Participant must elect to make Plan contributions via payroll withholding from his or her
Compensation or, if payroll withholding is not permitted under local laws, via such other means as
specified by the Committee. Pursuant to such procedures as the Committee may specify from time to
time (which may be in electronic form), a Participant may elect to have withholding equal to, or
otherwise contribute, a whole percentage from one percent (1%) to ten percent (10%) (or such
greater or lesser percentage or dollar amount that the Committee may establish from time to time,
in its discretion and on a uniform and nondiscriminatory basis, for all options to be granted on
any Enrollment Date). Unless and until the Committee determines otherwise, no Participant may
contribute more than $6,500 during any one Purchase Period. If permitted by the Committee, a
Participant instead may elect to have a specific amount withheld or to contribute a specific
amount, in dollars or in the applicable local currency, subject to such uniform and
nondiscriminatory rules as the Committee in its discretion may specify. A Participant may elect to
increase or decrease his or her rate of payroll withholding or contribution by submitting an
election (which may be in electronic form) in accordance with, and if and to the extent permitted
by, procedures established by the Committee from time to time, which may, if permitted by the
Committee, include a decrease to zero percent (0%); provided, however, that unless determined
otherwise by the Committee, a decrease to zero percent (0%) shall be deemed a withdrawal from the
Plan. A Participant may stop his or her payroll withholding or contribution by submitting an
election in accordance with and to the extent permitted by procedures as may be established by the
Committee from time to time. In order to be effective as of a specific date, an enrollment
election must be received by the



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Company no later than the deadline specified by the Committee, in its discretion and on a
nondiscriminatory basis, from time to time. Any Participant who is automatically re-enrolled in
the Plan shall be deemed to have elected to continue his or her payroll withholding or
contributions at the percentage last elected by the Participant. Notwithstanding the foregoing, to
the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.3 of the Plan, the
Company may automatically decrease a Participant’s payroll deductions to zero percent (0%) at any
time during an option period. Under such circumstances, payroll deductions shall recommence at the
rate provided in such Participant’s enrollment form at 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 7 of the Plan.




SECTION 5

OPTIONS TO PURCHASE COMMON STOCK




          5.1 Grant of Option. On each Enrollment Date on which the Participant enrolls or
re-enrolls in the Plan, he or she shall be granted an option to purchase shares of Common Stock.




          5.2 Duration of Option. Each option granted under the Plan shall expire on the
earliest to occur of (a) the completion of the purchase of shares on the last Purchase Date
occurring within 27 months of the Grant Date of such option, (b) such shorter option period as may
be established by the Committee from time to time, in its discretion and on a uniform and
nondiscriminatory basis, prior to an Enrollment Date for all options to be granted on such
Enrollment Date, or (c) the date on which the Participant ceases to be such for any reason.
Beginning with the offering period beginning September 1, 2008 and until otherwise determined by
the Committee for all options to be granted on an Enrollment Date, the period referred to in clause
(b) in the preceding sentence shall mean the period from the applicable Enrollment Date through the
last business day prior to the Enrollment Date that is approximately six (6) months later.




          5.3 Number of Shares Subject to Option. The maximum number of shares available for
purchase by each Participant under the option or on any given Purchase Date shall be established by
the Committee from time to time prior to an Enrollment Date for all options to be granted on such
Enrollment Date, subject to this Section 5.3. Unless and until otherwise determined by the
Committee, a Participant may not purchase more than 1,000 shares (subject to adjustment in
accordance with Section 3.2) on any given Purchase Date. Notwithstanding any contrary provision of
the Plan, to the extent required under Section 423(b) of the Code, an option (taken together with
all other options then outstanding under this Plan and under all other similar employee stock
purchase plans of the Employers) shall not give the Participant the right to purchase shares at a
rate which accrues in excess of $25,000 of fair market value at the applicable Grant Dates of such
shares in any calendar year during which such Participant is enrolled in the Plan at any time.




          5.4 Other Terms and Conditions. Each option shall be subject to the following
additional terms and conditions:





     (a) payment for shares purchased under the option shall be made only through payroll
withholding under Section 4.2, unless payroll withholding is not permitted under local laws
as determined by the Committee, in which case the Participant may contribute by such other
means as specified by the Committee;




     (b) purchase of shares upon exercise of the option shall be accomplished only in
accordance with Section 6.1;



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     (c) the price per share under the option shall be determined as provided in Section
6.1, subject to adjustment pursuant to Section 3.2; and




     (d) the option in all respects shall be subject to such other terms and conditions,
applied on a uniform and nondiscriminatory basis, as the Committee shall determine from time
to time in its discretion.



SECTION 6

PURCHASE OF SHARES




          6.1 Exercise of Option. Subject to Section 6.2 and the limits established under
Section 5.3, on each Purchase Date, the funds then credited to each Participant’s account shall be
used to purchase whole shares of Common Stock. Any cash remaining after whole shares of Common
Stock have been purchased or that exceed the $25,000 cap described in Section 5.3 above, shall be
refunded to the Participant without interest (except as otherwise required under local laws). The
price per Share of the Shares purchased under any option granted under the Plan shall be determined
by the Committee from time to time, in its discretion and on a uniform and nondiscriminatory basis,
for all options to be granted on an Enrollment Date. However, in no event shall the price be less
than eighty-five percent (85%) of the lower of:





     (a) the closing price per Share on the Grant Date for such option on the Nasdaq Global
Select Market; or




     (b) the closing price per Share on the Purchase Date on the Nasdaq Global Select
Market.


If a closing price is not available on the Grant Date or Purchase Date, then the closing price per
Share referred to in 6.1(a) and (b) above shall refer to the closing price per Share on the first
Nasdaq Global Select Market trading day immediately following the Grant Date or preceding the
Purchase Date, respectively.




          6.2 Delivery of Shares. As directed by the Committee in its sole discretion, shares
purchased on any Purchase Date shall be delivered directly to the Participant or to a custodian or
broker, if any, designated by the Committee to hold shares for the benefit of the Participants. As
determined by the Committee from time to time, such shares shall be delivered as physical
certificates or by means of a book entry system.




          6.3 Exhaustion of Shares. If at any time the shares available under the Plan are
over-enrolled, enrollments shall be reduced to eliminate the over-enrollment, as the Committee
determines, which determination shall be on a uniform and nondiscriminatory manner. For example,
the Committee may determine that such reduction method shall be “bottom up”, with the result that
all option exercises for one share shall be satisfied first, followed by all exercises for two
shares, and so on, until all available shares have been exhausted. Any funds that, due to
over-enrollment, cannot be applied to the purchase of whole shares shall be refunded to the
Participants without interest thereon, except as otherwise required under local laws.




          6.4 Tax Withholding. Prior to the delivery of any shares purchased under the Plan,
the Company shall have the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy all tax and social insurance liability
obligations and requirements in connection with the options and shares purchased thereunder, if
any, including, without limitation, all federal, state, and local taxes (including the
Participant’s FICA obligation, if any) that are required to be withheld by the Company or the



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employing Subsidiary, the Participant’s and, to the extent required by the Company (or the
employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability,
if any, associated with the grant, vesting, or sale of shares and any other Company (or employing
Subsidiary) taxes the responsibility for which the Participant has agreed to bear with respect to
such shares.




SECTION 7

WITHDRAWAL




          7.1 Withdrawal. A Participant may withdraw from the Plan by submitting a withdrawal
form to the Company in such form and manner as the Committee may specify (which may be in
electronic form). A withdrawal shall be effective only if it is received by the Company by the
deadline specified from time to time by the Committee, in its discretion and on a uniform and
nondiscriminatory basis. Unless otherwise determined by the Committee, when a withdrawal becomes
effective, the Participant’s payroll contributions shall cease and all amounts then credited to the
Participant’s account shall be distributed to him or her, without interest thereon, except as
otherwise required under local laws.




SECTION 8

CESSATION OF PARTICIPATION




          8.1 Termination of Status as Eligible Employee. A Participant shall cease to be a
Participant immediately upon the cessation of his or her status as an Eligible Employee (for
example, because of his or her termination of employment from all Employers for any reason), except
that the Committee, in its discretion and on a uniform and nondiscriminatory basis, may permit an
individual who has ceased to be an Eligible Employee to exercise his or her option on the next
Purchase Date to the extent permitted by Code Section 423. As soon as practicable after such
cessation, the Participant’s payroll contributions shall cease and all amounts then credited to the
Participant’s account shall be distributed to him or her without interest thereon, except as
otherwise required under local laws.




SECTION 9

DESIGNATION OF BENEFICIARY




          9.1 Designation. Each Participant may, pursuant to such uniform and nondiscriminatory
procedures as the Committee may specify in its discretion from time to time, designate one or more
beneficiaries to receive any amounts credited to the Participant’s account at the time of his or
her death (“Beneficiaries”). Notwithstanding any contrary provision of this Section 9, Sections 9.1 and 9.2 shall be
operative only after, and for so long as, the Committee determines on a uniform and
nondiscriminatory basis to permit the designation of Beneficiaries.




          9.2 Changes. A Participant may designate different Beneficiaries or may revoke a
prior Beneficiary designation at any time by delivering a new designation or revocation of a prior
designation, as applicable, in like manner. Any designation or revocation shall be effective only
if it is received by the Committee. However, when so received, the designation or revocation shall
be effective as of the date the designation or revocation is executed, whether or not the
Participant still is living, but without prejudice to the Committee on account of any payment made
before the change is recorded. The last effective designation received by the Committee shall
supersede all prior designations.




          9.3 Failed Designations. If a Participant dies without having effectively designated
a Beneficiary, or if no Beneficiary survives the Participant, the Participant’s account shall be
payable to his or her estate.




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SECTION 10

ADMINISTRATION




          10.1 Plan Administrator. The Plan shall be administered by the Committee. The
Committee shall have the authority to control and manage the operation and administration of the
Plan.




          10.2 Actions by Committee. Each decision of a majority of the members of the
Committee then in office shall constitute the final and binding act of the Committee. The
Committee may act with or without a meeting being called or held and shall keep minutes of all
meetings held and a record of all actions taken by written consent.




          10.3 Powers of Committee. The Committee shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation in accordance with its
terms, including, but not by way of limitation, the following discretionary powers:





     (a) To interpret and determine the meaning and validity of the provisions of the Plan
and the options and to determine any question arising under, or in connection with, the
administration, operation or validity of the Plan or the options;




     (b) To determine the form and manner for Participants to make elections under the Plan;




     (c) To determine any and all considerations affecting the eligibility of any Employee
to become a Participant or to remain a Participant in the Plan;




     (d) To cause an account or accounts to be maintained for each Participant and establish
rules for the crediting of contributions and/or shares to the account(s);




     (e) To determine the time or times when, and the number of shares for which, options
shall be granted;




     (f) To establish and revise an accounting method or formula for the Plan;




     (g) To designate a custodian or broker to receive shares purchased under the Plan and
to determine the manner and form in which shares are to be delivered to the designated
custodian or broker;




     (h) To determine the status and rights of Participants and their Beneficiaries or
estates;




     (i) To employ such brokers, counsel, agents and advisers, and to obtain such broker,
legal, clerical and other services, as it may deem necessary or appropriate in carrying out
the provisions of the Plan;




     (j) To establish, from time to time, rules for the performance of its powers and duties
and for the administration of the Plan;




     (k) To adopt such procedures and subplans as are necessary or appropriate to permit
participation in the Plan by employees who are foreign nationals or employed outside of the
United States; and



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     (l) To delegate to any one or more of its members or to any other person including, but
not limited to, employees of any Employer, severally or jointly, the authority to perform
for and on behalf of the Committee one or more of the functions of the Committee under the
Plan.



          10.4 Decisions of Committee. All actions, interpretations, and decisions of the
Committee shall be made in the sole discretion of the Committee and shall be conclusive and binding
on all persons, and shall be given the maximum deference permitted by law.




          10.5 Administrative Expenses. All expenses incurred in the administration of the Plan
by the Committee, or otherwise, including legal fees and expenses, shall be paid and borne by the
Employers, except any stamp duties or transfer taxes applicable to the purchase of shares may be
charged to the account of each Participant. Any brokerage fees for the purchase of shares by a
Participant shall be paid by the Company, but fees and taxes (including brokerage fees) for the
transfer, sale or resale of shares by a Participant, or the issuance of physical share
certificates, shall be borne solely by the Participant.




          10.6 Eligibility to Participate. No member of the Committee who is also an employee
of an Employer shall be excluded from participating in the Plan if otherwise eligible, but he or
she shall not be entitled, as a member of the Committee, to act or pass upon any matters pertaining
specifically to his or her own account under the Plan.




          10.7 Indemnification. Each of the Employers shall, and hereby does, indemnify and
hold harmless the members of the Committee and the Board, from and against any and all losses,
claims, damages or liabilities, including attorneys’ fees and amounts paid, with the approval of
the Board or the Committee, in settlement of any claim, arising out of or resulting from the
implementation of a duty, act or decision with respect to the Plan, so long as such duty, act or
decision does not involve gross negligence or willful misconduct on the part of any such
individual.




SECTION 11

AMENDMENT, TERMINATION, AND DURATION




          11.1 Amendment, Suspension, or Termination. The Board or the Committee, in its sole
discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any
reason. If the Plan is amended, suspended or terminated, the Board or the Committee, in its
discretion, may elect to terminate all outstanding options either immediately or upon completion of
the purchase of shares on the next Purchase Date (which, notwithstanding Section 2.15, may be
sooner than originally scheduled, if determined by the Board or the Committee in its discretion),
or may elect to permit options to expire in accordance with their terms (and participation to
continue through such expiration dates). If the options are terminated prior to expiration, all
amounts then credited to Participants’ accounts that have not been used to purchase shares shall be
returned to the Participants (without interest thereon, except as otherwise required under local
laws) as soon as administratively practicable. Except as provided in Section 3.2 and this Section
11 hereof, no amendment may make any change in any option theretofore granted which adversely
affects the rights of any Participant unless his or her consent is obtained. 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 stockholder approval
of any amendment in such a manner and to such a degree as required. In addition, an amendment will
be subject to stockholder approval if the Committee or the Board, in their sole discretion, deems
such amendment to be a material amendment, except with respect to such an amendment which will
impact, in the aggregate, no more than five percent (5%) of the shares reserved for issuance under
the Plan. The following amendments shall be deemed material amendments for purposes of the
preceding sentence (i) material




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increases to the benefits accrued to Participants under the Plan; (ii) increases to the total
number of securities that may be issued under the Plan; (iii) material modifications to the
requirements for participation in the Plan, and (iv) the addition of a new provision allowing the
Board or the Committee to lapse or waive restrictions at its discretion. The amendment,
suspension, or termination of the Plan shall not, without the consent of the Participant, alter or
impair any rights or obligations under any option theretofore granted to such Participant. No
option may be granted during any period of suspension or after termination of the Plan. Without
stockholder approval and without regard to whether any Participant rights may be considered to have
been “adversely affected,” the Committee shall be entitled to change the duration of an option,
limit the frequency and/or number of changes in the amount withheld during the duration of an
option, 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’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’s Compensation, and establish such
other limitations or procedures as the Committee determines in its sole discretion advisable which
are consistent with the Plan.




     Without regard to whether any Participant’s rights may be considered to have been “adversely
affected”, in the event the Committee determines that the ongoing operation of the Plan may result
in unfavorable financial accounting consequences, the Committee 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:




     (a) Amending the Plan to conform with the safe harbor definition under Statement of
Financial Accounting Standards 123(R), including with respect to an option issued at the
time of the amendment;




     (b) Increasing or otherwise altering the exercise price for any option including an
option issued at the time of the change in exercise price;




     (c) Reducing the maximum percentage of Compensation a Participant may elect to set
aside as payroll deductions;




     (d) Shortening the duration of any option so that the option ends on a new Purchase
Date, including an option issued at the time of the Committee action; and




     (e) Reducing the number of shares that may be purchased upon exercise of outstanding
options.


Such modifications or amendments shall not require stockholder approval or the consent of any
Participants.




          11.2 Duration of the Plan. The Plan shall commence on the date specified herein, and
subject to Section 11.1 (regarding the Board’s and the Committee’s right to amend or terminate the
Plan), shall remain in effect thereafter.




SECTION 12

GENERAL PROVISIONS




          12.1 Participation by Subsidiaries. One or more Subsidiaries of the Company may
become participating Employers by adopting the Plan and obtaining approval for such



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adoption from the Board or the Committee. By adopting the Plan, a Subsidiary shall be deemed
to agree to all of its terms, including, but not limited to, the provisions granting exclusive
authority (a) to the Board and the Committee to amend the Plan, and (b) to the Committee to
administer and interpret the Plan. An Employer may terminate its participation in the Plan at any
time. The liabilities incurred under the Plan to the Participants employed by each Employer shall
be solely the liabilities of that Employer, and no other Employer shall be liable for benefits
accrued by a Participant during any period when he or she was not employed by such Employer.




          12.2 Inalienability. In no event may either a Participant, a former Participant or
his or her Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate, or
otherwise dispose of any right or interest under the Plan; and such rights and interests shall not
at any time be subject to the claims of creditors nor be liable to attachment, execution or other
legal process. Accordingly, for example, a Participant’s interest in the Plan is not transferable
pursuant to a domestic relations order.




          12.3 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.




          12.4 Requirements of Law. The granting of options and the issuance of shares shall be
subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or securities exchanges as the Committee may determine are necessary or appropriate.




          12.5 Compliance with Rule 16b-3. Any transactions under this Plan with respect to
officers, as defined in Rule 16a-1 promulgated under the 1934 Act, are intended to comply with all
applicable conditions of Rule 16b-3. To the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and
deemed advisable by the Committee. Notwithstanding any contrary provision of the Plan, if the
Committee specifically determines that compliance with Rule 16b-3 no longer is required, all
references in the Plan to Rule 16b-3 shall be null and void.




          12.6 No Enlargement of Employment Rights. Neither the establishment or maintenance of
the Plan, the granting of options, the purchase of shares, nor any action of any Employer or the
Committee, shall be held or construed to confer upon any individual any right to be continued as an
employee of the Employer nor, upon dismissal, any right or interest in any specific assets of the
Employers other than as provided in the Plan. Each Employer expressly reserves the right to
discharge any employee at any time, with or without cause.




          12.7 Apportionment of Costs and Duties. All acts required of the Employers under the
Plan may be performed by the Company for itself and its Subsidiaries, and the costs of the Plan may
be equitably apportioned by the Committee among the Company and the other Employers. Whenever an
Employer is permitted or required under the terms of the Plan to do or perform any act, matter or
thing, it shall be done and performed by any officer or employee of the Employers who is thereunto
duly authorized by the Employers.




          12.8 Construction and Applicable Law. The Plan is intended to qualify as an “employee
stock purchase plan” within the meaning of Section 423(b) of the Code. Any provision of the Plan
which is inconsistent with Section 423(b) of the Code shall, without further act or amendment by
the Company or the Committee, be reformed to comply with the requirements of Section 423(b). The
provisions of the Plan shall be construed, administered and enforced in accordance with such
Section and with the laws of the State of California, excluding California’s conflict of laws
provisions.




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          12.9 Captions. The captions contained in and the table of contents prefixed to the
Plan are inserted only as a matter of convenience, and in no way define, limit, enlarge or describe
the scope or intent of the Plan nor in any way shall affect the construction of any provision of
the Plan.




          12.10 Automatic Transfer to Low Price Option Period. To the extent permitted by
applicable laws, if the fair market value of the Common Stock on any Enrollment Date is higher than
the fair market value of the Common Stock on the first day of any later Purchase Period during the
same option period, then all Participants in such option period shall be automatically withdrawn
from such option period and automatically re-enrolled in the immediately following new option
period.





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