exv10w1








    Exhibit
10.1



 


 




    INFORMATICA
    CORPORATION



 



    EMPLOYEE STOCK PURCHASE PLAN



 



    (Effective May 22, 2008)



 












 







    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 1 PURPOSE
    


	
 
	 
	
    A-1
	 

	

    Section 2 DEFINITIONS
    


	
 
	 
	
    A-1
	 

	

    2.1


	
 
	
    “1934 Act”
	
 
	 
	
    A-1
	 

	

    2.2


	
 
	
    “Board”
	
 
	 
	
    A-1
	 

	

    2.3


	
 
	
    “Code”
	
 
	 
	
    A-1
	 

	

    2.4


	
 
	
    “Committee”
	
 
	 
	
    A-1
	 

	

    2.5


	
 
	
    “Common Stock”
	
 
	 
	
    A-1
	 

	

    2.6


	
 
	
    “Company”
	
 
	 
	
    A-1
	 

	

    2.7


	
 
	
    “Compensation”
	
 
	 
	
    A-1
	 

	

    2.8


	
 
	
    “Eligible Employee”
	
 
	 
	
    A-1
	 

	

    2.9


	
 
	
    “Employee”
	
 
	 
	
    A-2
	 

	

    2.10


	
 
	
    “Employer” or “Employers”
	
 
	 
	
    A-2
	 

	

    2.11


	
 
	
    “Enrollment Date”
	
 
	 
	
    A-2
	 

	

    2.12


	
 
	
    “Grant Date”
	
 
	 
	
    A-2
	 

	

    2.13


	
 
	
    “Participant”
	
 
	 
	
    A-2
	 

	

    2.14


	
 
	
    “Plan”
	
 
	 
	
    A-2
	 

	

    2.15


	
 
	
    “Purchase Date”
	
 
	 
	
    A-2
	 

	

    2.16


	
 
	
    “Purchase Period”
	
 
	 
	
    A-2
	 

	

    2.17


	
 
	
    “Subsidiary”
	
 
	 
	
    A-2
	 

	

    Section 3 SHARES
    SUBJECT TO THE PLAN
    


	
 
	 
	
    A-2
	 

	

    3.1


	
 
	
    Number Available
	
 
	 
	
    A-2
	 

	

    3.2


	
 
	
    Adjustments
	
 
	 
	
    A-2
	 

	

    Section 4 ENROLLMENT
    


	
 
	 
	
    A-3
	 

	

    4.1


	
 
	
    Participation
	
 
	 
	
    A-3
	 

	

    4.2


	
 
	
    Payroll Withholding and Contribution
	
 
	 
	
    A-3
	 

	

    Section 5 OPTIONS TO
    PURCHASE COMMON STOCK
    


	
 
	 
	
    A-3
	 

	

    5.1


	
 
	
    Grant of Option
	
 
	 
	
    A-3
	 

	

    5.2


	
 
	
    Duration of Option
	
 
	 
	
    A-3
	 

	

    5.3


	
 
	
    Number of Shares Subject to Option
	
 
	 
	
    A-3
	 

	

    5.4


	
 
	
    Other Terms and Conditions
	
 
	 
	
    A-4
	 

	

    Section 6 PURCHASE
    OF SHARES
    


	
 
	 
	
    A-4
	 

	

    6.1


	
 
	
    Exercise of Option
	
 
	 
	
    A-4
	 

	

    6.2


	
 
	
    Delivery of Shares
	
 
	 
	
    A-4
	 

	

    6.3


	
 
	
    Exhaustion of Shares
	
 
	 
	
    A-4
	 

	

    6.4


	
 
	
    Tax Withholding
	
 
	 
	
    A-4
	 

	

    Section 7 WITHDRAWAL
    


	
 
	 
	
    A-5
	 

	

    7.1


	
 
	
    Withdrawal
	
 
	 
	
    A-5
	 

	

    Section 8 CESSATION
    OF PARTICIPATION
    


	
 
	 
	
    A-5
	 

	

    8.1


	
 
	
    Termination of Status as Eligible Employee
	
 
	 
	
    A-5
	 

	

    Section 9
    DESIGNATION OF BENEFICIARY
    


	
 
	 
	
    A-5
	 

	

    9.1


	
 
	
    Designation
	
 
	 
	
    A-5
	 

	

    9.2


	
 
	
    Changes
	
 
	 
	
    A-5
	 

	

    9.3


	
 
	
    Failed Designations
	
 
	 
	
    A-5
	 

	

    Section 10
    ADMINISTRATION
    


	
 
	 
	
    A-6
	 

	

    10.1


	
 
	
    Plan Administrator
	
 
	 
	
    A-6
	 

	

    10.2


	
 
	
    Actions by Committee
	
 
	 
	
    A-6
	 

	

    10.3


	
 
	
    Powers of Committee
	
 
	 
	
    A-6
	 

	

    10.4


	
 
	
    Decisions of Committee
	
 
	 
	
    A-6
	 

	

    10.5


	
 
	
    Administrative Expenses
	
 
	 
	
    A-6
	 

	

    10.6


	
 
	
    Eligibility to Participate
	
 
	 
	
    A-7
	 

	

    10.7


	
 
	
    Indemnification
	
 
	 
	
    A-7
	 

	

    Section 11
    AMENDMENT, TERMINATION, AND DURATION
    


	
 
	 
	
    A-7
	 

	

    11.1


	
 
	
    Amendment, Suspension, or Termination
	
 
	 
	
    A-7
	 

	

    11.2


	
 
	
    Duration of the Plan
	
 
	 
	
    A-8
	 

	

    Section 12 GENERAL
    PROVISIONS
    


	
 
	 
	
    A-8
	 





    

    A-i








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    12.1


	
 
	
    Participation by Subsidiaries
	
 
	 
	
    A-8
	 

	

    12.2


	
 
	
    Inalienability
	
 
	 
	
    A-8
	 

	

    12.3


	
 
	
    Severability
	
 
	 
	
    A-8
	 

	

    12.4


	
 
	
    Requirements of Law
	
 
	 
	
    A-8
	 

	

    12.5


	
 
	
    Compliance with Rule 16b-3
	
 
	 
	
    A-8
	 

	

    12.6


	
 
	
    No Enlargement of Employment Rights
	
 
	 
	
    A-8
	 

	

    12.7


	
 
	
    Apportionment of Costs and Duties
	
 
	 
	
    A-8
	 

	

    12.8


	
 
	
    Construction and Applicable Law
	
 
	 
	
    A-8
	 

	

    12.9


	
 
	
    Captions
	
 
	 
	
    A-9
	 

	

    12.10


	
 
	
    Automatic Transfer to Low Price Option Period
	
 
	 
	
    A-9
	 










    A-ii








 







    INFORMATICA
    CORPORATION



 




    EMPLOYEE
    STOCK PURCHASE PLAN



 




    Section 1

    



 




    PURPOSE
    



 



    Informatica Corporation hereby establishes the Informatica
    Corporation Employee 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. The Plan is
    effective as of May 22, 2008 upon approval by an
    affirmative vote of the holders of a majority of the Shares that
    are present in person or by proxy and entitled to vote at the
    2008 Annual Meeting of Stockholders of the Company. 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.



 



    2.5 “Common Stock” means the common
    stock of the Company.



 



    2.6 “Company” means Informatica
    Corporation, 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 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




    

    A-1








 






    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 Informatica
    Corporation Employee 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.



 



    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
    eight million eight hundred fifty thousand (8,850,000) 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, dividend or distribution (whether in the form of cash,
    shares, other securities or other property), spin off,
    combination of shares, merger, consolidation, offering of rights
    or other change in the capital structure of the Company, the
    Committee shall 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 so as to prevent dilution or enlargement
    of the benefits or potential benefits intended to be made
    available under the Plan.




    

    A-2








 







    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 twenty percent (20%) (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. 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
    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.



 



    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 five
    thousand shares (subject o adjustment in accordance with
    Section 3.2) on any given Purchase Date. Notwithstanding
    any contrary




    

    A-3








 






    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;



 



    (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




    

    A-4








 






    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 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. 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.




    

    A-5








 







    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 (which need not
    qualify under Section 423(b) of the Code) 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



 



    (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.




    

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    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. 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;




    

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    (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. Unless terminated sooner by the
    Committee or the Board, the Plan will expire May 21, 2018.



 




    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 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.




    

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    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. Subject to Section 10.3(k)
    any provision of the Plan that 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.



 



    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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