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                                                                   Exhibit 10.cc


                            SKYWORKS SOLUTIONS, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN

1.      PURPOSE.

        The Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan
(hereinafter the "Plan") is intended to provide a method whereby employees of
Skyworks Solutions, Inc. (the "Company") and its participating subsidiaries (as
defined in Article 18) will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the Company's Common
Stock. It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"). The provisions of the Plan
shall, accordingly, be construed so as to extend and limit participation in a
manner consistent with the requirements of that Section of the Internal Revenue
Code.

2.      ELIGIBLE EMPLOYEES.

        All employees of the Company or any of its participating subsidiaries
who are employed by the Company at least ten (10) business days prior to the
first day of the applicable Offering Period shall be eligible to receive options
under this Plan to purchase the Company's Common Stock. Except as otherwise
provided herein, persons who become eligible employees after the first day of
any Offering Period shall be eligible to receive options on the first day of the
next succeeding Offering Period on which options are granted to eligible
employees under the Plan. For the purpose of this Plan, the term employee shall
not include an employee whose customary employment is less than twenty (20)
hours per week or is for not more than five (5) months in any calendar year.

        In no event may an employee be granted an option if such employee,
immediately after the option is granted, owns stock possessing five (5%) percent
or more of the total combined voting power or value of all classes of stock of
the Company or of its parent corporation or subsidiary corporation as the terms
"parent corporation" and "subsidiary corporation" are defined in Section 424(e)
and (f) of the Internal Revenue Code. For purposes of determining stock
ownership under this paragraph, the rules of Section 424(d) of the Internal
Revenue Code shall apply and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.

3.      STOCK SUBJECT TO THE PLAN.

        The stock subject to the options granted hereunder shall be shares of
the Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market.
Subject to approval of the stockholders, the aggregate number of shares which
may be issued pursuant to the Plan is 1,880,000 for all Offering Periods,
subject to increase or decrease by reason of stock split-ups, reclassifications,
stock dividends, changes in par value and the like. If any option granted under
the Plan shall expire or terminate for any reason

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without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject to such option
shall again be available under the Plan. If the number of shares of Common Stock
available for any Offering Period is insufficient to satisfy all purchase
requirements for that Offering Period, the available shares for that Offering
Period shall be apportioned among participating employees in proportion to their
options.

4.      OFFERING PERIODS AND STOCK OPTIONS.

        There shall be Offering Periods during which payroll deductions will be
accumulated under the Plan. Each Offering Period includes only regular pay days
falling within it. The Committee shall be expressly permitted to establish the
Offering Periods, including the Offering Commencement Date and Offering
Termination Date of any Offering Period, under this Plan. The Offering
Commencement Date is the first day of each Offering Period. The Offering
Termination Date is the applicable date on which an Offering Period ends under
this Plan.

        Subject to the foregoing, the Offering Periods shall generally commence
and end as follows:

<TABLE>
<CAPTION>
    OFFERING                              OFFERING
COMMENCEMENT DATES                    TERMINATION DATES
------------------                    -----------------
<S>                                   <C>
Each August 1                         Each January 31
Each February 1                       Each July 31
</TABLE>

        Provided, however, that (i) the Offering Commencement Date and Offering
Termination Date of the initial Offering Period under this Plan shall be October
21, 2002 and March 31, 2003, respectively, and (ii) the Offering Commencement
Date and Offering Termination Date of the Offering Period immediately following
the initial Offering Period under this Plan shall be April 1, 2003 and July 31,
2003, respectively.

        On each Offering Commencement Date, the Company will grant to each
eligible employee who is then a participant in the Plan an option to purchase on
the Offering Termination Date at the Option Exercise Price, as hereinafter
provided, that number of full shares of Common Stock reserved for the purpose of
the Plan, up to a maximum of 1,000 shares, subject to increase or decrease (i)
at the discretion of the Committee before each Offering Period or (ii) by reason
of stock split-ups, reclassifications, stock dividends, changes in par value and
the like (the "Share Cap"); provided that such employee remains eligible to
participate in the Plan throughout such Offering Period. If the eligible
employee's accumulated payroll deductions on the Offering Termination Date would
enable the eligible employee to purchase more than the Share Cap except for the
Share Cap, the excess of the amount of the accumulated payroll deductions over
the aggregate purchase price of the Share Cap shall be refunded to the eligible
employee as soon as administratively practicable by the Company, without
interest. The Option Exercise Price for each Offering Period shall be the lesser
of (i) eighty-five percent (85%) of the fair market value of the Common Stock on
the Offering Commencement Date, or

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(ii) eighty-five percent (85%) of the fair market value of the Common Stock on
the Offering Termination Date, in either case rounded up to the next whole cent.
In the event of an increase or decrease in the number of outstanding shares of
Common Stock through stock split-ups, reclassifications, stock dividends,
changes in par value and the like, an appropriate adjustment shall be made in
the number of shares and Option Exercise Price per share provided for under the
Plan, either by a proportionate increase in the number of shares and
proportionate decrease in the Option Exercise Price per share, or by a
proportionate decrease in the number of shares and a proportionate increase in
the Option Exercise Price per share, as may be required to enable an eligible
employee who is then a participant in the Plan to acquire on the Offering
Termination Date that number of full shares of Common Stock as his accumulated
payroll deductions on such date will pay for at a price equal to the lesser of
(i) eighty-five percent (85%) of the fair market value of the Common Stock on
the Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair
market value of the Common Stock on the Offering Termination Date, in either
case rounded up to the next whole cent, as so adjusted.

        For purposes of this Plan, the term "fair market value" means, if the
Common Stock is listed on a national securities exchange or is on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
system, the closing sale price of the Common Stock on such exchange or as
reported on Nasdaq or, if the Common Stock is traded in the over-the-counter
securities market, but not on the Nasdaq National Market, the closing bid
quotation for the Common Stock, each as published in The Wall Street Journal. If
no shares of Common Stock are traded on the Offering Commencement Date or
Offering Termination Date, the fair market value will be determined on the next
regular business day on which shares of Common Stock are traded.

        For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on the Nasdaq National Market or such national
securities exchange on which the Common Stock is listed.

        No employee shall be granted an option which permits his rights to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary corporations to accrue at a rate which exceeds $25,000 of
fair market value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time. The
purpose of the limitation in the preceding sentence is to comply with and shall
be construed in accordance with Section 423(b)(8) of the Internal Revenue Code.
If the participant's accumulated payroll deductions on the last day of the
Offering Period would otherwise enable the participant to purchase Common Stock
in excess of the Section 423(b)(8) limitation described in this paragraph, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the shares actually purchased shall be refunded as soon as
administratively practicable to the participant by the Company, without
interest.

5.      EXERCISE OF OPTION.

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        Each eligible employee who continues to be a participant in the Plan on
the Offering Termination Date shall be deemed to have exercised his or her
option on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
his or her accumulated payroll deductions on such date will pay for at the
Option Exercise Price subject to the Share Cap and the Section 423(b)(8)
limitation described in Article 4. If a participant is not an employee on the
Offering Termination Date and throughout an Offering Period, he or she shall not
be entitled to exercise his or her option.

If a participant's accumulated payroll deductions in his or her account are
based on a currency other than the U.S. dollar, then on the Offering Termination
Date the accumulated payroll deductions in his or her account will be converted
into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign
currency exchange rate in effect on that date, as reported in The Wall Street
Journal, provided that such conversion does not result in an Option Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such option is granted
or 85 percent of the fair market value of the Common Stock at the time such
option is exercised. The Plan administrators (as defined in Article 19) shall
have the right to change such conversion date, as they deem appropriate to
effectively purchase shares on any Offering Termination Date, provided that such
action does not cause the Plan, or any grants under the Plan, to fail to qualify
under Section 423 of the Internal Revenue Code.

6.      AUTHORIZATION FOR ENTERING PLAN.

        An eligible employee may enter the Plan by following a written,
electronic or other enrollment process, including a payroll deduction
authorization, as prescribed by the Plan administrators under generally
applicable rules. Except as may otherwise be established by the Plan
administrators under generally applicable rules, all enrollment authorizations
shall be effective only if delivered to the designated Plan administrator(s) in
accordance with the prescribed procedures not later than ten (10) business days
before an applicable Offering Commencement Date Participation may be conditioned
on an eligible employee's consent to transfer and process personal data and on
acknowledgment and agreement to Plan terms and other specified conditions.

        The Company will accumulate and hold for the employee's account the
amounts deducted from his or her pay. No interest will be paid thereon.
Participating employees may not make any separate cash payments into their
account.

        Unless an employee files a new authorization, or withdraws from the
Plan, his or her deductions and purchases under the authorization he or she has
on file under the Plan will continue as long as the Plan remains in effect. An
employee may increase or decrease the amount of his or her payroll deductions as
of the next Offering Commencement Date by filing a revised payroll deduction
authorization in accordance with the procedures then applicable to such actions.
Except as may otherwise be established by the Plan administrators under
generally applicable rules, all revised authorizations shall be

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effective only if delivered to the designated Plan administrator(s) in
accordance with the prescribed procedures not later than ten (10) business days
before the next Offering Commencement Date.

7.      MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS.

        An employee may authorize payroll deductions in an amount of not less
than one percent (1%) and not more than ten percent (10%) (in whole number
percentages only) of his or her eligible compensation. Such deductions shall be
determined based on the employee's election in effect on the payday on which
such eligible compensation is paid. An employee may not make any additional
payments into such account. Eligible compensation means the wages as defined in
Section 3401(a) of the Internal Revenue Code, determined without regard to any
rules that limit compensation included in wages based on the nature or location
or employment or services performed, including without limitation base pay,
shift premium, overtime, gain sharing (profit sharing), incentive compensation,
bonuses and commissions and all other payments made to the employee for services
as an employee during the applicable payroll period, and excluding the value of
any qualified or non-qualified stock option granted to the employee to the
extent such value is includible in the taxable wages, reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred compensation, and
welfare benefits, but determined prior to any exclusions for any amounts
deferred under Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b)
of the Internal Revenue Code or for certain contributions described in Section
457(h)(2) of the Internal Revenue Code that are treated as Company
contributions.

8.      UNUSED PAYROLL DEDUCTIONS.

        Only full shares of Common Stock may be purchased. Any balance remaining
in an employee's account after a purchase will be reported to the employee and
will be carried forward to the next Offering Period. However, in no event will
the amount of the unused payroll deductions carried forward from a payroll
period exceed the Option Exercise Price per share for that Offering Period. If
for any Offering Period the amount of unused payroll deductions should exceed
the Option Exercise Price per share, the amount of the excess for any
participant shall be refunded to such participant, without interest.

9.      CHANGE IN PAYROLL DEDUCTIONS.

        Unless otherwise permitted by the Committee prior to the commencement of
an Offering Period, payroll deductions may not be increased, decreased or
suspended by a participant during an Offering Period. However, a participant may
withdraw in full from the Plan.

10.     WITHDRAWAL FROM THE PLAN.

        An employee may withdraw from the Plan and withdraw all but not less
than all of the payroll deductions credited to his or her account under the Plan
prior to the Offering Termination Date by completing and filing a withdrawal
notification with the designated

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Plan administrator(s) in accordance with the prescribed procedures, in which
event the Company will refund as soon as administratively practicable without
interest the entire balance of such employee's deductions not previously used to
purchase Common Stock under the Plan. Except as may otherwise be prescribed by
the Plan administrators under generally applicable rules, all withdrawals shall
be effective only if delivered to the designated Plan administrator(s) in
accordance with the prescribed procedures not later than ten (10) business days
before the Offering Termination Date.

        An employee who withdraws from the Plan is like an employee who has
never entered the Plan; the employee's rights under the Plan will be terminated
and no further payroll deductions will be made. To reenter, such an employee
must re-enroll pursuant to the provisions of Article 6 before the next Offering
Commencement Date which cannot, however, become effective before the beginning
of the next Offering Period following his withdrawal. Notwithstanding the
foregoing, employees who are subject to Section 16 of the Securities Exchange
Act of 1934, as amended, who withdraw from the Plan may not reenter the Plan
until the next Offering Commencement Date which is at least six months following
the date of such withdrawal.

11.     ISSUANCE OF STOCK.

        As soon as administratively practicable after each Offering Period the
Company shall deliver (by electronic or other means) to the participant the
Common Stock purchased under the Plan, except as specified below. The Plan
administrators may permit or require that the Common Stock shares be deposited
directly with a broker or agent designated by the Plan administrators, and the
Plan administrators may utilize electronic or automated methods of share
transfer. In addition, the Plan administrators may require that shares be
retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares as required to ensure that the Company's applicable tax
withholding obligations are satisfied.

12.     NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.

        An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him or her, except as provided
in Article 13 in the event of an employee's death.

13.     TERMINATION OF EMPLOYEE'S RIGHTS.

        Except as set forth in Article 14, an employee's rights under the Plan
will terminate when he or she ceases to be an employee because of retirement,
resignation, lay-off, discharge, death, change of status, failure to remain in
the customary employ of the Company for twenty (20) hours or more per week, or
for any other reason. Notwithstanding anything to the contrary contained in
Article 10, a withdrawal notice

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will be considered as having been received from the employee on the day his or
her employment ceases, and all payroll deductions not used to purchase Common
Stock will be refunded without interest.

        Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions are interrupted by any legal process, a withdrawal
notice will be considered as having been received from him or her on the day the
interruption occurs.

14.     DEATH OF AN EMPLOYEE.

        Upon termination of the participating employee's employment because of
death, the person(s) entitled to receipt of the Common Stock and/or cash as
provided in this Article 14 shall have the right to elect, by written notice
given to the Plan administrators prior to the expiration of the thirty (30) day
period commencing with the date of the death of the employee, either (i) to
withdraw, without interest, all of the payroll deductions credited to the
employee's account under the Plan, or (ii) to exercise the employee's option for
the purchase of shares of Common Stock on the next Offering Termination Date
following the date of the employee's death for the purchase of that number of
full shares of Common Stock reserved for the purpose of the Plan which the
accumulated payroll deductions in the employee's account at the date of the
employee's death will purchase at the applicable Option Exercise Price (subject
to the limitations set forth in Article 4), and any excess in such account (in
lieu of fractional shares) will be paid to the employee's estate as soon as
administratively practicable, without interest. In the event that no such
written notice of election shall be duly received by the Plan administrators,
the payroll deductions credited to the employee's account at the date of the
employee's death will be paid to the employee's estate as soon as
administratively practicable, without interest.

        Except as provided in the preceding paragraph, in the event of the
death of a participating employee, the Company shall deliver such Common Stock
and/or cash to the executor or administrator of the estate of the employee.

15.     TERMINATION AND AMENDMENTS TO PLAN.

        The Plan may be terminated at any time by the Company's Board of
Directors. It will terminate in any case on December 31, 2012, or if sooner,
when all of the shares of Common Stock reserved for the purposes of the Plan
have been purchased. In the event that the Board of Directors terminates the
Plan pursuant to this Article 15, the date of such termination shall be deemed
as the Offering Termination Date of the applicable Offering Period in which such
termination date occurs. Upon such termination or any other termination of the
Plan, all payroll deductions not used to purchase Common Stock will be refunded
without interest.

        The Committee or the Board of Directors may from time to time adopt
amendments to the Plan provided that, without the approval of the stockholders
of the Company, no amendment may (i) except as provided in Articles 3, 4, 24 and
25, increase the number of

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shares that may be issued under the Plan; (ii) change the class of employees
eligible to receive options under the Plan, if such action would be treated as
the adoption of a new plan for purposes of Section 423(b) of the Internal
Revenue Code; or (iii) cause Rule 16b-3 under the Securities Exchange Act of
1934 to become inapplicable to the Plan.

16.     LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.

        The Plan is intended to provide shares of Common Stock for investment
and not for resale. The Company does not, however, intend to restrict or
influence any employee in the conduct of his or her own affairs. An employee
may, therefore, sell stock purchased under the Plan at any time the employee
chooses, subject to compliance with any applicable federal or state securities
laws and subject to any restrictions imposed under Articles 11 and 26. Each
employee agrees by entering the Plan to promptly give the Company notice of any
such Common Stock disposed of within two years after the Offering Commencement
Date on which the Common Stock was purchased showing the number of such shares
disposed of. The employee assumes the risk of any market fluctuations in the
price of such Common Stock.

17.     COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.

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

18.     PARTICIPATING SUBSIDIARIES.

        The term "participating subsidiaries" shall mean any present or future
subsidiary of the Company which is designated by the Committee to participate in
the Plan. The Committee shall have the power to make such designation(s) before
or after the Plan is approved by the stockholders.

19.     ADMINISTRATION OF THE PLAN.

        The Plan may be administered by the Compensation Committee, or such
other committee as may be appointed by the Board of Directors of the Company
(the "Committee"). No member of the Committee shall be eligible to participate
in the Plan while serving as a member of the Committee. In the event that the
Board of Directors fails to appoint or refrains from appointing a Committee, the
Board of Directors shall have all power and authority to administer the Plan (in
such event the word "Committee" shall refer to the Board of Directors).

        The Committee shall have the authority to construe and interpret the
Plan and options, and to establish, amend and revoke rules and regulations for
the administration of the Plan. The Committee, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan, in a manner and
to the extent it shall deem necessary or expedient to make the Plan fully
effective. The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted

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under it shall be final. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best. Without limiting
the foregoing, the Committee shall have the power, subject to, and within the
limitations of, the express provisions of the Plan: (i) to determine when and
how options to purchase shares of Common Stock shall be granted and the
provisions of each Offering Period (which need not be identical); (ii) to
designate from time to time which participating subsidiaries of the Company
shall be eligible to participate in the Plan; (iii) to determine the Offering
Commencement Date and Offering Termination Date of any Offering Period; (iv) to
increase or decrease the maximum number of shares which may be purchased by an
eligible employee in any Offering Period; (v) to amend the Plan as provided in
Article 15, and (vi) generally, to exercise such powers and to perform such acts
as it deems necessary or expedient to promote the best interests of the Company
and the participating subsidiaries.

        The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic form of authorization or an integrated voice response
system. The Plan administrators are further authorized to determine the matters
described in Article 11 concerning the means of issuance of Common Stock and the
procedures established to permit tracking of disqualifying dispositions of
shares or to restrict transfer of such shares.

        With respect to persons subject to Section 16 of the Securities and
Exchange Act of 1934, as amended, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under said
Act. 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 that Committee.

        No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted under it. The Company shall indemnify each member of the Board of
Directors and the Committee to the fullest extent permitted by law with respect
to any claim, loss, damage or expense (including counsel fees) arising in
connection with their responsibilities under this Plan.

        As soon as administratively practicable after the end of each Offering
Period, the Plan administrators shall prepare and distribute or make otherwise
readily available by electronic means or otherwise to each participating
employee in the Plan information concerning the amount of the participating
employee's accumulated payroll deductions as of the Offering Termination Date,
the Option Exercise Price for such Offering Period, the number of shares of
Common Stock purchased by the participating employee with the participating
employee's accumulated payroll deductions, and the amount of any unused

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payroll deductions either to be carried forward to the next Offering Period, or
returned to the participating employee without interest.

20.     OPTIONEES NOT STOCKHOLDERS.

        Neither the granting of an option to an employee nor the deductions from
his or her pay shall constitute such employee a stockholder of the Company with
respect to the shares covered by such option until such shares have been
purchased by and issued to him.

21.     APPLICATION OF FUNDS.

        The proceeds received by the Company from the sale of Common Stock
pursuant to options granted under the Plan may be used for any corporate
purposes, and the Company shall not be obligated to segregate participating
employees' payroll deductions.

22.     GOVERNMENTAL REGULATION.

        The Company's obligation to sell and deliver shares of the Company's
Common Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
such stock.

        In this regard, the Board of Directors may, in its discretion, require
as a condition to the exercise of any option that a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock reserved for issuance upon exercise of the option shall be effective.

23.     TRANSFERABILITY.

        Neither payroll deductions credited to an employee's account nor any
rights with regard to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the employee. Any such attempted assignment, transfer, pledge, or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Article 10.

24.     EFFECT OF CHANGES OF COMMON STOCK.

        If the Company should subdivide or reclassify the Common Stock which has
been or may be optioned under the Plan, or should declare thereon any dividend
payable in shares of such Common Stock, or should take any other action of a
similar nature affecting such Common Stock, then the number and class of shares
of Common Stock which may thereafter be optioned (in the aggregate and to any
individual participating employee) shall be adjusted accordingly.

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25.     MERGER OR CONSOLIDATION.

        If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest the entire balance of each participating
employee's payroll deductions, or (ii) entitle each participating employee to
receive on the Offering Termination Date upon the exercise of such option for
each share of Common Stock as to which such option shall be exercised the
securities or property to which a holder of one share of the Common Stock was
entitled upon and at the time of such merger or consolidation, and the Board of
Directors shall take such steps in connection with such merger or consolidation
as the Board of Directors shall deem necessary to assure that the provisions of
this Article 25 shall thereafter be applicable, as nearly as reasonably
possible. A sale of all or substantially all of the assets of the Company shall
be deemed a merger or consolidation for the foregoing purposes.

26.     Withholding of Additional Tax.

        By electing to participate in the Plan, each participant acknowledges
that the Company and its participating subsidiaries are required to withhold
taxes with respect to the amounts deducted from the participant's compensation
and accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each participant further
acknowledges that when Common Stock is purchased under the Plan the Company and
its participating subsidiaries may be required to withhold taxes with respect to
all or a portion of the difference between the fair market value of the Common
Stock purchased and its purchase price, and each participant agrees that such
taxes may be withheld from compensation otherwise payable to such participant.
It is intended that tax withholding will be accomplished in such a manner that
the full amount of payroll deductions elected by the participant under Article 7
will be used to purchase Common Stock. However, if amounts sufficient to satisfy
applicable tax withholding obligations have not been withheld from compensation
otherwise payable to any participant then, notwithstanding any other provision
of the Plan, the Company may withhold such taxes from the participant's
accumulated payroll deductions and apply the net amount to the purchase of
Common Stock, unless the participant pays to the Company, prior to the exercise
date, an amount sufficient to satisfy such withholding obligations. Each
participant further acknowledges that the Company and its participating
subsidiaries may be required to withhold taxes in connection with the
disposition of stock acquired under the Plan and agrees that the Company or any
participating subsidiary may take whatever action it considers appropriate to
satisfy such withholding requirements, including deducting from compensation
otherwise payable to such participant an amount sufficient to satisfy such
withholding requirements or conditioning any disposition of Common Stock by the
participant upon the payment to the Company or such subsidiary of an amount
sufficient to satisfy such withholding requirements.

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27.     APPROVAL OF STOCKHOLDERS.

        This Plan was adopted by the Board of Directors on September 25, 2002
and approved by the stockholders of the Company on ________, 2003.

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