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     5. Deductions.          (a) The Company will maintain payroll deduction accounts for all participating employees. Withrespect to any Offering made under this Plan, an employee may authorize a payroll deduction in anydollar amount up to a maximum of 10% of the Compensation he or she receives during the Plan Periodor such shorter period during which deductions from payroll are made. Payroll deductions may be atthe rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Compensation.          (b) No employee may be granted an Option which permits his rights to purchase Common Stockunder this Plan and any other stock purchase plan of the Company and its subsidiaries, to accrue ata rate which exceeds $25,000 of the fair market value of such Common Stock (determined at theOffering Commencement Date of the Plan Period) for each calendar year in which the Option isoutstanding at any time.     6. Deduction Changes. An employee may decrease or discontinue his payroll deductiononce during any Plan Period by filing a new payroll deduction authorization form. However, anemployee may not increase his payroll deduction during a Plan Period. If an employee elects todiscontinue his payroll deductions during a Plan Period, but does not elect to withdraw his fundspursuant to Section 8 hereof, funds deducted prior to his election to discontinue will be appliedto the purchase of Common Stock on the Exercise Date (as defined below).     7. Interest. Interest will not be paid on any employee payroll deduction accounts,except to the extent that the Board or its Committee, in its sole discretion, elects to credit suchaccounts with interest at such per annum rate as it may from time to time determine.     8. Withdrawal of Funds. An employee may on any one occasion during a Plan Period andfor any reason withdraw all or part of the balance accumulated in the employee’s payroll deductionaccount. Any such withdrawal must be effected prior to the close of business on the last day of thePlan Period. If the employee withdraws all of such balance, the employee shall thereby withdrawfrom participation in the Offering and may not begin participation again during the remainder ofthe Plan Period. Any employee withdrawing all or part of such balance may participate in anysubsequent Offering in accordance with terms and conditions established by the Board or theCommittee, except that, unless otherwise permitted under Section 16 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, any employee who isalso a director and/or officer of the Company within the meaning of Section 16 of the Exchange Actmay not (a) withdraw less than all of the balance accumulated in such employee’s payroll deductionaccount or (b) participate again for a period of at least six months as provided in Rule16b-3(d)(2)(i) or any successor provision under the Exchange Act.     9. Purchase of Shares.          (a) On the Offering Commencement Date of each Plan Period, the Company will grant to eacheligible employee who is then a participant in the Plan an option (an “Option”) to purchase on thelast business day of such Plan Period (the “Exercise Date”), at the Option Price hereinafterprovided for, such number of whole shares of Common Stock of the Company reserved for the purposesof the Plan as does not exceed the number of shares determined by dividing 15% of such employee’sannualized Compensation for the immediately prior six-month period by the price determined inaccordance with the formula set forth in the following paragraph but using the closing price on theOffering Commencement Date of such Plan Period.          (b) The Option Price for each share purchased will be 85% of the closing price of the CommonStock on (i) the first business day of such Plan Period or (ii) the Exercise Date, whicheverclosing price shall be less. Such closing price shall be (A) the closing price of the Common Stockon any national securities exchange on which the Common Stock is listed, or (B) the closing priceof the Common Stock on the Nasdaq National Market (“Nasdaq”) or (C) the average of the closing bidand asked prices in the over-the-counter market, whichever is applicable, as published in TheWall Street Journal. If no sales of Common Stock were made on such a day, the price of theCommon Stock for purposes of clauses (A) and (B) above shall be the reported price for the nextpreceding day on which sales were made.          (c) Each employee who continues to be a participant in the Plan on the Exercise Date shall bedeemed to have exercised his Option at the Option Price on such date and shall be deemed to havepurchased from the Company the number of full shares of Common Stock reserved for the purpose ofthe Plan that his accumulated payroll deductions on such date will pay for pursuant to the formulaset forth above (but not in excess of the maximum number determined in the manner set forth above).
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          (d) Any balance remaining in an employee’s payroll deduction account at the end of a PlanPeriod will be automatically refunded to the employee, except that any balance which is less thanthe purchase price of one share of Common Stock will be carried forward into the employee’s payrolldeduction account for the following Offering, unless the employee elects not to participate in thefollowing Offering under the Plan, in which case the balance in the employee’s account shall berefunded.     10. Issuance of Certificates. Certificates representing shares of Common Stockpurchased under the Plan may be issued only in the name of the employee, in the name of theemployee and another person of legal age as joint tenants with rights of survivorship, or (in theCompany’s sole discretion) in the street name of a brokerage firm, bank or other nominee holderdesignated by the employee.     11. Rights on Retirement, Death or Termination of Employment. In the event of aparticipating employee’s termination of employment prior to the last business day of a Plan Period(whether as a result of the employee’s voluntary or involuntary termination, retirement, death orotherwise), no payroll deduction shall be taken from any pay due and owing to the employee and thebalance in the employee’s payroll deduction account shall be paid to the employee or, in the eventof the employee’s death, (a) to a beneficiary previously designated in a revocable notice signed bythe employee (with any spousal consent required under state law) or (b) in the absence of such adesignated beneficiary, to the executor or administrator of the employee’s estate or (c) if no suchexecutor or administrator has been appointed to the knowledge of the Company, to such otherperson(s) as the Company may, in its discretion, designate. If, prior to the last business day ofthe Plan Period, the Designated Subsidiary by which an employee is employed shall cease to be asubsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that isnot a Designated Subsidiary, the employee shall be deemed to have terminated employment for thepurposes of this Plan.     12. Optionees Not Stockholders. Neither the granting of an Option to an employee northe deductions from his pay shall constitute such employee a stockholder of the shares of CommonStock covered by an Option under this Plan until such shares have been purchased by and issued tohim.     13. Rights Not Transferable. Rights under this Plan are not transferable by aparticipating employee other than by will or the laws of descent and distribution, and areexercisable during the employee’s lifetime only by the employee.     14. Application of Funds. All funds received or held by the Company under this Planmay be combined with other corporate funds and may be used for any corporate purpose.     15. Adjustment in Case of Changes Affecting Common Stock. In the event of asubdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock,the number of shares approved for this Plan, and the share limitation set forth in Section 9, shallbe increased proportionately, and such other adjustment shall be made as may be deemed equitable bythe Board or the Committee. In the event of any other change affecting the Common Stock, suchadjustment shall be made as may be deemed equitable by the Board or the Committee to give propereffect to such event.     16. Merger.          (a) If the Company shall at any time merge or consolidate with another corporation and theholders of the capital stock of the Company immediately prior to such merger or consolidationcontinue to hold at least 80% by voting power of the capital stock of the surviving corporation(“Continuity of Control”), the holder of each Option then outstanding will thereafter be entitledto receive at the next Exercise Date upon the exercise of such Option for each share as to whichsuch Option shall be exercised the securities or property which a holder of one share of the CommonStock was entitled to upon and at the time of such merger, and the Board or the Committee shalltake such steps in connection with such merger as the Board or the Committee shall deem necessaryto assure that the provisions of Section 15 shall thereafter be applicable, as nearly as reasonablymay be, in relation to the said securities or property as to which such holder of such Option mightthereafter be entitled to receive thereunder.          (b) In the event of a merger or consolidation of the Company with or into another corporationwhich does not involve Continuity of Control, or of a sale of all or substantially all of theassets of the Company while unexercised Options remain outstanding under the Plan, (i) subject tothe provisions of clauses (ii) and (iii),
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after the effective date of such transaction, each holder of an outstanding Option shall beentitled, upon exercise of such Option, to receive in lieu of shares of Common Stock, shares ofsuch stock or other securities as the holders of shares of Common Stock received pursuant to theterms of such transaction; or (ii) all outstanding Options may be cancelled by the Board or theCommittee as of a date prior to the effective date of any such transaction and all payrolldeductions shall be paid out to the participating employees; or (iii) all outstanding Options maybe cancelled by the Board or the Committee as of the effective date of any such transaction,provided that notice of such cancellation shall be given to each holder of an Option, and eachholder of an Option shall have the right to exercise such Option in full based on payrolldeductions then credited to his account as of a date determined by the Board or the Committee,which date shall not be less than ten (10) days preceding the effective date of such transaction.     17. Amendment of the Plan. The Board may at any time, and from time to time, amendthis Plan in any respect, except that (a) if the approval of any such amendment by the stockholdersof the Company is required by Section 423 of the Code or by Rule 16b-3 under the Exchange Act, suchamendment shall not be effected without such approval, and (b) in no event may any amendment bemade which would cause the Plan to fail to comply with Section 16 of the Exchange Act and the rulespromulgated thereunder, as in effect from time to time, or Section 423 of the Code.     18. Insufficient Shares. In the event that the total number of shares of Common Stockspecified in elections to be purchased under any Offering plus the number of shares purchased underprevious Offerings under this Plan exceeds the maximum number of shares issuable under this Plan,the Board or the Committee will allot the shares then available on a pro rata basis.     19. Termination of the Plan. This Plan may be terminated at any time by the Board.Upon termination of this Plan all amounts in the payroll deduction accounts of participatingemployees shall be promptly refunded.     20. Governmental Regulations.          (a) The Company’s obligation to sell and deliver Common Stock under this Plan is subject tolisting on a national stock exchange or quotation on Nasdaq and the approval of all governmentalauthorities required in connection with the authorization, issuance or sale of such stock.          (b) The Plan shall be governed by the laws of the State of Delaware except to the extent thatsuch law is preempted by federal law.          (c) The Plan is intended to comply with the provisions of Rule 16b-3 promulgated under theExchange Act. Any provision inconsistent with such Rule shall to that extent be inoperative andshall not affect the validity of the Plan.     21. Issuance of Shares. Shares may be issued upon exercise of an Option fromauthorized but unissued Common Stock, from shares held in the treasury of the Company, or from anyother proper source.     22. Notification upon Sale of Shares. Each employee agrees, by entering the Plan, topromptly give the Company notice of any disposition of shares purchased under the Plan where suchdisposition occurs within two years after the date of grant of the Option pursuant to which suchshares were purchased.     23. Effective Date and Approval of Stockholders. The Plan shall take effect upon theclosing of the Company’s initial public offering of Common Stock pursuant to an effectiveregistration statement under the Securities Act of 1933, as amended, subject to approval by thestockholders of the Company as required by Rule 16b-3 under the Exchange Act and by Section 423 ofthe Code, which approval must occur within twelve months of the adoption of the Plan by the Board.**As amended by the Board of Directors on   **