EXHIBIT 10.01


FORMFACTOR,
INC.


2002
EMPLOYEE STOCK PURCHASE PLAN


As Adopted April 18, 2002


As Amended December 14,
2006


1.             Establishment of Plan.  FormFactor, Inc. (the “Company”)
proposes to grant options for purchase of the Company’s Common Stock to eligible
employees of the Company and its Participating Subsidiaries (as hereinafter
defined) pursuant to this Employee Stock Purchase Plan (this “Plan”).  For purposes of this Plan, “Parent Corporation” and “Subsidiary” shall have the same
meanings as “parent corporation” and “subsidiary corporation” in Sections
424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as
amended (the “Code”).  “Participating Subsidiaries”
are Parent Corporations or Sub­sidiaries that the Board of Directors of the
Company (the “Board”) designates from time
to time as corporations that shall participate in this Plan.  The Company intends this Plan to qualify as
an “employee stock purchase plan” under Section 423 of the Code (including any
amendments to or replacements of such Section), and this Plan shall be so
construed.  Any term not expressly
defined in this Plan but defined for purposes of Section 423 of the Code shall
have the same definition herein.  A total
of 2,000,000 shares of the Company’s Common Stock is reserved for issuance
under this Plan.  In addition, on each
January 1, the aggregate number of shares of the Company’s Common Stock
reserved for issuance under the Plan shall be increased automatically by a
number of shares equal to 1% of the total number of outstanding shares of the
Company Common Stock on the immediately preceding December 31; provided,
that the Board or the Committee may in its sole discretion reduce the amount of
the increase in any particular year; and, provided further, that the
aggregate number of shares issued over the term of this Plan shall not exceed
20,000,000 shares.  Such number shall be
subject to adjustments effected in accordance with Section 14 of this Plan.


2.             Purpose.  The purpose of this Plan is to provide
eligible employees of the Company and Participating Subsidiaries with a
convenient means of acquiring an equity interest in the Company through payroll
deductions, to enhance such employees’ sense of participation in the affairs of
the Company and Participating Subsidiaries, and to provide an incentive for
continued employment.


3.             Administration.  This Plan shall be administered by the
Compensation Committee of the Board (the “Committee”).  Subject to the provisions of this Plan and
the limitations of Section 423 of the Code or any successor provision in the
Code, or limitations imposed by other taxing jurisdictions, as applicable, all
questions of interpretation or application of this Plan shall be determined by
the Committee and its decisions shall be final and binding upon all partici­pants.  Members of the Committee shall receive no
compensation for their services in connection with the administration of this
Plan, other than standard fees as established from time to time by the Board
for services rendered by Board members serving on Board committees.  All expenses incurred in connection with the
administration of this Plan shall be paid by the Company.


4.             Eligibility.  Any employee of the Company or the
Participating Subsidiaries is eligible to participate in an Offering Period (as
hereinafter defined) under this Plan except the following:


(a) employees
who are not employed by the Company or a Participating Subsidiary prior to the
beginning of such Offering Period or prior to such other time period as
specified by the Committee, except that employees who are employed on the
Effective Date of the Registration Statement filed by the Company with the
Securities and Exchange Commission (“SEC”) under
the Securities Act of 1933, as amended (the “Securities
Act”) registering the initial public offering of the Company’s
Common Stock shall be eligible to participate in the first Offering Period
under the Plan;


(b) employees
who are customarily employed for twenty (20) hours or less per week;













(c) employees
who are customarily employed for five (5) months or less in a calendar year;


(d) employees
who, together with any other person whose stock would be attributed to such
employee pursuant to Section 424(d) of the Code, own stock or hold 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 any of its
Participating Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold 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 any of its
Participating Subsidiaries; and


(e) individuals
who provide services to the Company or any of its Participating Subsidiaries as
independent contractors who are reclassified as common law employees for any
reason except  for federal income and employment tax purposes.


5.             Offering
Periods.  The
offering periods of this Plan (each, an “Offering Period”)
beginning on and after February 1, 2007 shall consist of the following:
(i) an Offering Period of twelve (12) months fixed duration commencing on
February 1 of each calendar year and ending on January 31 of the subsequent
calendar year and (ii) an Offering Period of six (6) months fixed duration
commencing on August 1 of each calendar year and ending on January 31
of the subsequent calendar year; provided,
however, that


(a) with
respect to participants who entered into this Plan on the Offering Date (as
defined below) of August 1, 2006, the Offering Period shall be of twenty-four
(24) months fixed duration commencing on August 1, 2006 and ending on July 31,
2008 (the “August 2006 Offering Period”),
unless an Early Termination Event (as defined below) shall have occurred;


(b) with
respect to participants who entered into this Plan on the Offering Date of
February 1, 2006, the Offering Period shall be of twenty-four (24)  months fixed duration commencing on  February 1,
2006 and ending on January 31, 2008 (the “February 2006 Offering
Period”), unless an Early Termination Event shall have occurred;


(c) with
respect to participants who entered into this Plan on the Offering Date of
August 1, 2005, the Offering Period shall be of twenty-four (24) months fixed
duration commencing on August 1, 2005 and ending on July 31, 2007 (the “August 2005 Offering Period”),
unless an Early Termination Event shall have occurred;


(d) with
respect to participants who entered into this Plan on the Offering Date of
February 1, 2005, the Offering Period shall be of twenty-four (24) months fixed
duration commencing on February 1, 2005 and ending on January 31, 2007 (the “February 2005 Offering Period”);


(e)  with respect to participants who entered into
this Plan prior to the Offering Date of February 1, 2005 (other than as set
forth in subsection (f) below), the Offering Periods shall be of twenty-four
(24) months duration commencing on February 1 and August 1 of each year and
ending on January 31 and July 31 of each year; and


(f) the
first such Offering Period shall commence on the date on which the registration
statement filed by the Company with the SEC under the Securities Act
registering the initial public offering of the Company’s Common Stock is
declared effective by the SEC (the “First Offering Date”)
and shall end on July 31, 2004 (the “First Offering Period”).


Each Offering Period of
twelve (12) months fixed duration commencing on and after February 1, 2007
shall consist of two (2) six month purchase periods during which payroll
deductions of the participants are accumulated under this Plan (individually, a
“Purchase Period”), and each Offering
Period of six (6) months fixed duration shall consist of one (1) six month
Purchase Period.  Each Offering Period
that commenced before February 1, 2007 shall consist of four (4) six month
Purchase Periods, unless an Early Termination Event shall have occurred.  The First Offering Period shall consist of no
more than five and no fewer than three Purchase Periods, any of which may be greater
or less than six months as determined by the Committee.  The first business day of each Offering
Period is referred to as the “Offering Date”.  The last business day of each Purchase Period
is referred to as the “Purchase Date”.  The Committee shall have the power to change
the Offering Dates, the Purchase Dates and the duration of Offering Periods or
Purchase Periods without stockholder approval if such change is announced prior
to the relevant Offering Period or prior to such other time period as specified
by the Committee.



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Each of the following
events shall be deemed an “Early Termination Event”
for the purposes of this Plan:


(i)             in the event that the
Fair Market Value on any Offering Date through February 1, 2008 is lower than
the Fair Market Value on the first Offering Date for the August 2006 Offering
Period, then immediately prior to such Offering Date, the Company shall
terminate the August 2006 Offering Period and automatically enroll any
participants in the August 2006 Offering Period into the immediately subsequent
Offering Period pursuant to this Plan;


(ii)          in the event that the
Fair Market Value on any Offering Date through August 1, 2007 is lower than the
Fair Market Value on the first Offering Date for the February 2006 Offering
Period, then immediately prior to such Offering Date, the Company shall
terminate the February 2006 Offering Period and automatically enroll any
participants in the February 2006 Offering Period into the immediately
subsequent Offering Period pursuant to this Plan; and


(iii)       in the event that the Fair
Market Value on any Offering Date through February 1, 2007 is lower than the
Fair Market Value on the first Offering Date for the August 2005 Offering
Period, then immediately prior to such Offering Date, the Company shall
terminate the August 2005 Offering Period and automatically enroll any
participants in the August 2005 Offering Period into the immediately subsequent
Offering Period pursuant to this Plan.


In the event that an
Early Termination Event has not occurred with respect to any participant in the
August 2006 Offering Period, the February 2006 Offering Period and/or the
August 2005 Offering Period, then upon the expiration of the respective
Offering Period of such participant in accordance with subsections (a), (b) and
(c) above, as applicable, the Company shall automatically enroll such
participant into the immediately subsequent Offering Period pursuant to this
Plan.


6.             Participation
in this Plan.  Eligible employees may
become participants in an Offering Period under this Plan on the Offering Date
after satisfying the eligibility requirements by delivering a subscription
agreement to the Company prior to such Offering Date, or such other time period
as specified by the Committee, or as provided by Section 5 above; provided, however, that all eligible employees
employed on or before the First Offering Date will be automatically enrolled in
the First Offering Period.  An eligible
employee can participate in only one Offering Period at a time.  Notwithstanding the foregoing, (i) an
eligible employee may elect to decrease the number of shares of Common Stock
that such employee would otherwise be permitted to purchase pursuant to Section
7 below for the First Offering Period and/or purchase shares of Common Stock
for the First Offering Period through payroll deductions by delivering a
subscription agreement to the Company within thirty (30) days following the
First Offering Date after the filing of an effective registration statement
pursuant to Form S-8 and (ii) the Committee may set a later time for filing the
subscription agreement authorizing payroll deduc­tions for all eligible
employees with respect to a given Offering Period.  Except as provided above with respect to the
First Offering Period, an eligible employee who does not deliver a subscription
agreement to the Company after becoming eligible to participate in an Offering
Period shall not participate in such Offering Period or any subsequent Offering
Period unless such employee enrolls in this Plan by filing a subscription
agreement with the Company prior to such Offering Period, or such other time
period as specified by the Committee. 
Once an employee becomes a participant in an Offering Period by filing a
subscription agreement, such employee will automatically participate in the
Offering Period commencing immediately following the last day of the prior
Offering Period unless the employee withdraws or is deemed to withdraw from
this Plan or terminates further participation in the Offering Period as set forth
in Section 11 below.  Such participant is
not required to file any additional subscription agreement in order to continue
participation in this Plan.



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7.             Grant
of Option on Enrollment.  Enrollment
by an eligible employee in this Plan with respect to an Offering Period will
constitute the grant (as of the Offering Date) by the Company to such employee
of an option to purchase on the Purchase Date up to that number of shares of
Common Stock of the Company determined by a fraction, the numerator of which
is the amount accumulated in such employee’s payroll deduction account
during such Purchase Period and the denominator of which is the lower of
(i) eighty-five percent (85%) of the fair market value of a share of the
Company’s Common Stock on the Offering Date (but in no event less than the par
value of a share of the Company’s Common Stock), or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company’s Common Stock
on the Purchase Date (but in no event less than the par value of a share of the
Company’s Common Stock), provided, however,
that for each Purchase Period within the First Offering Period the numerator
shall be fifteen percent (15%) of the eligible employee’s compensation for such
Purchase Period and provided, further, that the number of
shares of the Company’s Common Stock subject to any option granted pursuant to
this Plan shall not exceed the lesser of (x) the maximum number of shares
set by the Committee pursuant to Section 10(c) below with respect to the
applicable Purchase Date, or (y) the maximum number of shares which may be
purchased pursuant to Section 10(b) below with respect to the applicable
Purchase Date.  The fair market value of
a share of the Company’s Common Stock shall be determined as provided in Section
8 below.


8.             Purchase Price.  The purchase price per share at which a share
of Common Stock will be sold in any Offering Period shall be eighty-five
percent (85%) of the lesser of:


(a)  The fair market value on the Offering Date;
or


(b)  The fair market value on the Purchase Date.


The term “fair market value” means, as of any
date, the value of a share of the Company’s Common Stock determined as follows:


(a)  if such Common Stock is then quoted on the
Nasdaq Global Market, its closing price on the Nasdaq Global Market on the date
of determination as reported in The Wall Street Journal;


(b)  if such Common Stock is publicly traded and
is then listed on a national securities exchange, its closing price on the date
of determination on the principal national securities exchange on which the
Common Stock is listed or admitted to trading as reported in The Wall Street
Journal; or


(c)  if such Common Stock is publicly traded but
is not quoted on the Nasdaq Global Market nor listed or admitted to trading on
a national securities exchange, the average of the closing bid and asked prices
on the date of determination as reported in The Wall Street Journal.


Notwithstanding
the foregoing, for purposes of the First Offering Date, fair market value shall
be the price per share at which shares of the Company’s Common Stock are
initially offered for sale to the public by the Company’s underwriters in the
initial public offering of the Company’s Common Stock pursuant to a
registration statement filed with the SEC under the Securities Act.


9.             Payment
Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.


(a)  The purchase price of the shares is
accumulated by regular payroll deductions made during each Offering Period, provided, however, that for the First Offering
Period the purchase price of the shares shall be paid by the eligible employee
in cash on each Purchase Date within the First Offering Period unless the
eligible employee elects to purchase such shares through payroll deductions
after the filing of an effective Form S-8 registration statement pursuant to
the second sentence of Section 6 above within thirty (30) days following the
First Offering Period.  The deductions
are made as a percentage of the participant’s compensation in one percent (1%)
increments not less than one percent (1%), nor greater than fifteen percent
(15%) or such lower limit set by the Committee. 
Compensation shall mean all W-2 cash compensation, including, but not
limited to, base salary, wages, commissions, overtime, shift premiums, plus
draws against commissions, provided, however, that for purposes
of determining a participant’s compensation, any election by such participant
to reduce his or her regular cash



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remuneration under
Sections 125 or 401(k) of the Code shall be treated as if the participant did
not make such election.  Payroll
deductions shall commence on the first payday of the Offering Period and shall
continue to the end of the Offering Period unless sooner altered or terminated
as provided in this Plan.


(b)   (i)  For any Offering Periods
that commenced before February 1, 2007 (including the August 2006 Offering
Period, the February 2006 Offering Period, the August 2005 Offering Period and
the February 2005 Offering Period), the following provision is operative:  A participant may increase or decrease the
rate of payroll deductions during an Offering Period by filing with the Company
a new authorization for payroll deductions, in which case the new rate shall
become effective for the next payroll period commencing after the Company’s
receipt of the authorization and shall continue unless changed as described
below.  Such change in the rate of
payroll deductions may be made at any time during an Offering Period, but not
more than one (1) change may be made effective during any Purchase Period.  A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with
the Company a new authorization for payroll deductions prior to the beginning
of such Offering Period, or such other time period as specified by the
Committee.


(ii)  For any Offering Periods
commencing from and after February 1, 2007, the following provision is
operative:  A participant may
not increase the rate of payroll deductions at any time during an Offering Period.  A participant may decrease the rate of
payroll deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions, in which case the new rate shall become
effective as soon as practicable commencing after the Company’s receipt of the
authorization and shall continue unless changed as described below.  Such decrease in the rate of payroll
deductions may be made at any time during an Offering Period, but not more than
one (1) change may be made effective during any Purchase Period.  A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with
the Company a new authorization for payroll deductions prior to the beginning
of such Offering Period, or such other time period as specified by the
Committee.


(c)  A participant may reduce his or her payroll
deduction percentage to zero during an Offering Period by filing with the
Company a request for cessation of payroll deductions.  A participant may make only one change, if
allowable, whether a suspension, decrease or increase, during any Purchase
Period.  Such reduction shall be
effective beginning as soon as practicable after the Company’s receipt of the
request and no further payroll deductions will be made for the duration of the
Offering Period.  Payroll deductions
credited to the participant’s account prior to the effective date of the
request shall be used to purchase shares of Common Stock of the Company in
accordance with Section (e) below. 
A participant may not resume making payroll deductions during the
Offering Period in which he or she reduced his or her payroll deductions to
zero.


(d)  All payroll deductions made for a participant
are credited to his or her account under this Plan and are deposited with the
general funds of the Company.  No
interest accrues on the payroll deductions. 
All payroll deductions received or held by the Company may be used by
the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.


(e)  On each Purchase Date, so long as this Plan
remains in effect and provided that the participant has not submitted a signed
and completed withdrawal form before that date which notifies the Company that
the participant wishes to withdraw from that Offering Period under this Plan
and have all payroll deductions accumulated in the account maintained on behalf
of the participant as of that date returned to the participant, the Company
shall apply the funds then in the participant’s account to the purchase of
whole shares of Common Stock reserved under the option granted to such
participant with respect to the Offering Period to the extent that such option
is exercisable on the Purchase Date.  The
purchase price per share shall be as specified in Section 8 of this Plan.  Any cash remaining in a participant’s account
after such purchase of shares shall be refunded to such participant in cash,
without interest; provided, however that any amount remaining in such
participant’s account on a Purchase Date which is less than the amount
necessary to purchase a full share of Common Stock of the Company shall be
carried forward, without inter­est, into the next Purchase Period or Offering
Period, as the case may be.  In the event
that this Plan has been over­sub­scribed, all funds not used to purchase shares
on the Purchase Date shall be returned to the participant, without
interest.  No Common Stock shall be
purchased on a Purchase Date on behalf of any employee whose participation in
this Plan has terminated prior to such Purchase Date.



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(f)  As promptly as practicable after the Purchase
Date, the Company shall issue shares for the participant’s benefit representing
the shares purchased upon exercise of his or her option.


(g)  During a participant’s lifetime, his or her
option to purchase shares hereunder is exercisable only by him or her.  The participant will have no interest or
voting right in shares covered by his or her option until such option has been
exercised.


10.          Limitations
on Shares to be Purchased.


(a)  No participant shall be entitled to purchase
stock under this Plan at a rate which, when aggregated with his or her rights
to purchase stock under all other employee stock purchase plans of the Company
or any Subsidiary, exceeds $25,000 in fair market value, determined as of the
Offering Date (or such other limit as may be imposed by the Code) for each
calendar year in which the employee participates in this Plan.  The Company shall automatically suspend the
payroll deductions of any participant as necessary to enforce such limit
provided that when the Company automatically resumes such payroll deductions,
the Company must apply the rate in effect immediately prior to such suspension.


(b)  No more than two hundred percent (200%) of
the number of shares determined by using eighty-five percent (85%) of the fair
market value of a share of the Company’s Common Stock on the Offering Date as
the denominator may be purchased by a participant on any single Purchase Date.


(c)  No participant shall be entitled to purchase
more than the Maximum Share Amount (as defined below) on any single Purchase
Date.  Prior to the commencement of any
Offering Period or prior to such time period as specified by the Committee, the
Committee may, in its sole discretion, set a maximum number of shares which may
be purchased by any employee at any single Purchase Date (hereinafter the “Maximum Share Amount”).  Until otherwise determined by the Committee,
there shall be no Maximum Share Amount. 
In no event shall the Maximum Share Amount exceed the amounts permitted
under Section 10(b) above.  If a new
Maximum Share Amount is set, then all participants must be notified of such
Maximum Share Amount prior to the commencement of the next Offering
Period.  The Maximum Share Amount shall
continue to apply with respect to all succeeding Purchase Dates and Offering
Periods unless revised by the Committee as set forth above.


(d)  If the number of shares to be purchased on a
Purchase Date by all employees participating in this Plan exceeds the number of
shares then available for issuance under this Plan, then the Company will make
a pro rata allocation of the remaining shares in as uniform a manner as shall
be reasonably practicable and as the Committee shall determine to be equitable.  In such event, the Company shall give written
notice of such reduction of the num­ber of shares to be purchased under a
participant’s option to each participant affected.


(e)  Any payroll deductions accumulated in a
participant’s account which are not used to purchase stock due to the
limitations in this Section 10 shall be returned to the participant as soon as
practicable after the end of the applicable Purchase Period, without interest.


11.          Withdrawal.


(a)  Each participant may withdraw from an
Offering Period under this Plan by signing and delivering to the Company a
written notice to that effect on a form provided for such purpose.  Such withdrawal may be elected at any time
prior to the end of an Offering Period, or such other time period as specified
by the Committee.


(b)  Upon withdrawal from this Plan, the
accumulated payroll deductions shall be returned to the withdrawn participant,
without interest, and his or her interest in this Plan shall terminate.  In the event a participant vol­untarily elects
to withdraw from this Plan, he or she may not resume his or her participation
in this Plan during the same Offering Period, but he or she may participate in
any Offering Period under this Plan which commences on a date subsequent to
such withdrawal by filing a new authorization for payroll deductions in the
same manner as set forth in Section 6 above for initial participation in this
Plan.



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(c)  If the Fair Market Value on the first day of
the current Offering Period in which a participant is enrolled is higher than
the Fair Market Value on the first day of any subsequent Offering Period, the
Company will automatically enroll such participant in the subsequent Offering
Period.  Any funds accumulated in a
participant’s account prior to the first day of such subsequent Offering Period
will be applied to the purchase of shares on the Purchase Date immediately
prior to the first day of such subsequent Offering Period, if any.


(d)  Section 11(c) of this Plan shall not apply to
any Offering Period from and after February 1, 2007.


12.          Termination
of Employment.  Termination of a
participant’s employment for any reason, including retirement, death or the
failure of a participant to remain an eligible employee of the Company or of a
Participating Subsidiary, immediately terminates his or her participation in
this Plan.  In such event, the payroll
deductions credited to the participant’s account will be returned to him or her
or, in the case of his or her death, to his or her legal representative,
without interest.  For purposes of this
Section 12, an employee will not be deemed to have termi­nated employment or
failed to remain in the continuous employ of the Company or of a Participating
Subsidiary in the case of sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period of not
more than ninety (90) days or reemployment upon the expiration of such leave is
guaranteed by con­tract or statute.


13.          Return
of Payroll Deductions.  In the event
a participant’s interest in this Plan is terminated by withdrawal, termination
of employment or otherwise, or in the event this Plan is terminated by the
Board, the Company shall deliver to the participant all payroll deductions
credited to such participant’s account.  No interest shall accrue on the payroll
deductions of a participant in this Plan.


14.          Capital
Changes.  Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under this Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
this Plan but have not yet been placed under option (collectively, the “Reserves”), as well as the price per
share of Common Stock covered by each option under this Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued and outstanding shares of Common Stock of the Company
resulting from a stock split or the pay­ment of a stock dividend (but only on
the Common Stock) or any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of any
consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been “effected without receipt of consideration”.  Such adjustment shall be made by the
Committee, whose determination shall be final,
binding and conclusive.  Except as
expressly provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.


In the event of
the proposed dissolution or liquidation of the Company, the Offering Period
will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Committee. 
The Committee may, in the exercise of its sole discretion in such
instances, declare that this Plan shall terminate as of a date fixed by the
Committee and give each participant the right to purchase shares under this
Plan prior to such termination.  In the
event of (i) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders
of the Company or their relative stock holdings and the options under this Plan
are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all participants), (ii) a merger in which
the Company is the surviving corporation but after which the stockholders of
the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (iii) the sale of all or substantially all of the assets of
the Company or (iv) the acquisition, sale, or transfer of more than 50% of the
outstanding shares of the Company by tender offer or similar transaction, the
Plan will continue with regard to Offering Periods that commenced prior to the
closing of the proposed transaction and shares will be purchased based on the
Fair Market Value of the surviving corporation’s stock on each Purchase Date,
unless otherwise provided by the Committee.



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The Committee may,
if it so determines in the exercise of its sole discretion, also make provision
for adjusting the Reserves, as well as the price per share of Common Stock
covered by each outstanding option, in the event that the Company effects one
or more reorganizations, recapitalizations, rights offerings or other increases
or reductions of shares of its outstanding Common Stock, or in the event of the
Company being consolidated with or merged into any other corporation.


15.          Nonassignability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 below) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be void and without effect.


16.          Reports.  Individual accounts will be maintained for
each participant in this Plan.  Each
participant shall receive promptly after the end of each Purchase Period a
report of his or her account setting forth the total payroll deductions accumulated,
the number of shares purchased, the per share price thereof and the remaining
cash balance, if any, carried forward to the next Purchase Period or Offering
Period, as the case may be.


17.          Notice
of Disposition.  Each participant
shall notify the Company in writing if the participant disposes of any of the
shares purchased in any Offering Period pursuant to this Plan if such
disposition occurs within two (2) years from the Offering Date or within one
(1) year from the Purchase Date on which such shares were purchased (the “Notice Period”).  The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company’s transfer agent to
notify the Company of any transfer of the shares.  The obligation of the participant to provide
such notice shall continue notwithstanding the placement of any such legend on
the certificates.


18.          No
Rights to Continued Employment. 
Neither this Plan nor the grant of any option hereunder shall confer any
right on any employee to remain in the employ of the Company or any
Participating Subsidiary, or restrict the right of the Company or any
Participating Subsidiary to terminate such employee’s employment.


19.          Equal
Rights And Privileges.  All eligible
employees shall have equal rights and privileges with respect to this Plan so
that this Plan qualifies as an “employee stock purchase plan” within the
meaning of Section 423 or any successor provision of the Code and the related
regulations.  Any provision of this Plan
which is inconsistent with Section 423 or any successor provision of the Code
shall, without further act or amendment by the Company, the Committee or the
Board, be reformed to comply with the requirements of Section 423.  This Section 19 shall take precedence over
all other provisions in this Plan.


20.          Notices.  All notices or other communications by a
participant to the Company under or in connection with this Plan shall be
deemed to have been duly given when received in the form specified by the Company
at the location, or by the person, designated by the Company for the receipt
thereof.


21.          Term;
Stockholder Approval.  After this
Plan is adopted by the Board, this Plan will become effective on the First
Offering Date (as defined above).  This
Plan shall be approved by the stockholders of the Company, in any manner
permitted by applicable corporate law, within twelve (12) months before or
after the date this Plan is adopted by the Board.  No purchase of shares pursuant to this Plan
shall occur prior to such stock­holder approval.  This Plan shall continue until the earlier to
occur of (a) termination of this Plan by the Board (which termination may be
effected by the Board at any time), (b) issuance of all of the shares of Common
Stock reserved for issuance under this Plan, or (c) ten (10) years from the
adoption of this Plan by the Board.


22.          Designation
of Beneficiary.


(a)  A participant may file a written designation
of a beneficiary who is to receive any shares and cash, if any, from the participant’s
account under this Plan in the event of such participant’s death subsequent to
the end of a Purchase Period but prior to delivery to him of such shares and
cash.  In addition, a participant may
file a 



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written
designation of a beneficiary who is to receive any cash from the participant’s
account under this Plan in the event of such participant’s death prior to a
Purchase Date.


(b)  Such designation of beneficiary may be
changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under this Plan who is
living at the time of such participant’s death, the Company shall deliver such
shares or cash to the executor or admin­istrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares or cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


23.          Conditions
Upon Issuance of Shares; Limitation on Sale of Shares.  Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated
quotation system upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.


24.          Applicable
Law.  The Plan shall be governed by
the substantive laws (excluding the conflict of laws rules) of the State of
California.


25.          Amendment
or Termination of this Plan.  The
Board may at any time amend, terminate or extend the term of this Plan, except
that any such termination cannot affect options previously granted under this
Plan, nor may any amendment make any change in an option previously granted
which would adversely affect the right of any par­ticipant, nor may any
amendment be made without approval of the stockholders of the Company obtained
in accor­dance with Section 21 above within twelve (12) months of the adoption
of such amendment (or earlier if required by Section 21) if such amendment
would:


(a)  increase the number of shares that may be
issued under this Plan; or


(b)  change the designation of the employees (or
class of employees) eligible for participation in this Plan.


Notwithstanding
the foregoing, the Board may make such amendments to the Plan as the Board
determines to be advisable, if the continuation of the Plan or any Offering
Period would result in financial accounting treatment for the Plan that is
different from the financial accounting treatment in effect on the date this
Plan is adopted by the Board.



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