intent that the Plan be treated as an “employee stock purchase plan” within the meaning ofSection 423 of the Code.          (c) The Board may delegate administration of the Plan to a Committee composed of not fewerthan two (2) members of the Board (the “Committee”). If administration is delegated to a Committee,the Committee shall have, in connection with the administration of the Plan, the powers theretoforepossessed by the Board, subject, however, to such resolutions, not inconsistent with the provisionsof the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committeeat any time and revest in the Board the administration of the Plan.     3. Shares Subject To The Plan.          (a) Subject to the provisions of paragraph 13 relating to adjustments upon changes insecurities, the shares of the Common Stock that may be sold pursuant to rights granted under thePlan shall not exceed in the aggregate 2,857,142 shares of Common Stock. If any right granted underthe Plan shall for any reason terminate without having been exercised, the shares of the CommonStock not purchased under such right shall again become available for the Plan.          (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on themarket or otherwise.     4. Grant Of Rights; Offering.               The Board or the Committee may from time to time grant or provide for the grant of rights topurchase Common Stock of the Company under the Plan to eligible employees (an “Offering”) on a dateor dates (the “Offering Date(s)”) selected by the Board or the Committee. Each Offering shall be insuch form and shall contain such terms and conditions as the Board or the Committee shall deemappropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that allemployees granted rights to purchase stock under the Plan shall have the same rights andprivileges. The terms and conditions of an Offering shall be incorporated by reference into thePlan and treated as part of the Plan. The provisions of separate Offerings need not be identical,but each Offering shall include (through incorporation of the provisions of this Plan by referencein the document comprising the Offering or otherwise) the period during which the Offering shall beeffective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date,and the substance of the provisions contained in paragraphs 5 through 8, inclusive.     5. Eligibility.          (a) Rights may be granted only to employees of the Company or, as the Board or the Committeemay designate as provided in subparagraph 2(b), to employees of any Affiliate of the Company.Except as provided in subparagraph 5(b), an employee of the Company or any Affiliate shall not beeligible to be granted rights under the Plan unless, on the Offering Date, such employee has beenin the employ of the Company or any Affiliate for such continuous period preceding such grant asthe Board or the Committee may require, but in no event shall the required period of continuousemployment be greater than two (2) years. In addition, unless otherwise determined by the Board orthe Committee and set forth in the terms of the applicable Offering, no employee of the Company orany Affiliate shall be eligible to be granted rights under the Plan unless, on the Offering Date,such employee’s customary employment with the Company or such Affiliate is for at least twenty (20)hours per week and at least five (5) months per calendar year.          (b) The Board or the Committee may provide that each person who, during the course of anOffering, first becomes an eligible employee of the Company or designated Affiliate will, on a dateor dates specified in the Offering, which date coincides with the day on which such person becomesan eligible
-2-

 
employee or occurs thereafter, receive a right under that Offering, which right shallthereafter be deemed to be a part of that Offering. Such right shall have the same characteristicsas any rights originally granted under that Offering, as described herein, except that:               (i) the date on which such right is granted shall be the “Offering Date” of such right for allpurposes, including determination of the exercise price of such right;               (ii) the period of the Offering with respect to such right shall begin on its Offering Dateand end coincident with the end of such Offering; and               (iii) the Board or the Committee may provide that if such person first becomes an eligibleemployee within a specified period of time before the end of the Offering, he or she will notreceive any right under that Offering.          (c) No employee shall be eligible for the grant of any rights under the Plan if, immediatelyafter any such rights are granted, such employee owns stock possessing five percent (5%) or more ofthe total combined voting power or value of all classes of stock of the Company or of anyAffiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code shallapply in determining the stock ownership of any employee, and stock which such employee maypurchase under all outstanding rights and options shall be treated as stock owned by such employee.          (d) An eligible employee may be granted rights under the Plan only if such rights, togetherwith any other rights granted under “employee stock purchase plans” of the Company and anyAffiliates, as specified by Section 423(b)(8) of the Code, do not permit such employee to purchasestock of the Company or any Affiliate at a rate that exceeds twenty-five thousand dollars ($25,000)of fair market value of such stock (determined at the time such rights are granted) for eachcalendar year in which such rights are outstanding at any time, as determined in accordance withSection 423 of the Code and the regulations thereunder.          (e) Officers of the Company and any designated Affiliate shall be eligible to participate inOfferings under the Plan; *provided, however,*that the Board may provide in an Offering that certainemployees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of theCode shall not be eligible to participate.     6. Rights; Purchase Price.          (a) On each Offering Date, each eligible employee, pursuant to an Offering made under thePlan, shall be granted the right to purchase up to that number of shares of Common Stock of theCompany purchasable with up to twenty percent (20%) (or such lower percentage as may be designatedby the Board or Committee) of such employee’s Earnings (as defined in subparagraph 7(a)) during theperiod which begins on the Offering Date (or such later date as the Board or the Committeedetermines for a particular Offering) and ends on the date stated in the Offering, which date shallbe no later than the end of the Offering. The Board or the Committee shall establish one or moredates during an Offering (the “Purchase Date(s)”) on which rights granted under the Plan shall beexercised and purchases of Common Stock carried out in accordance with such Offering.          (b) In connection with each Offering made under the Plan, the Board or the Committee mayspecify a maximum number of shares that may be purchased by any employee as well as a maximumaggregate number of shares that may be purchased by all eligible employees pursuant to suchOffering. In addition, in connection with each Offering that contains more than one Purchase Date,the Board or the Committee may specify a maximum aggregate number of shares that may be purchasedby all eligible
-3-

 
employees on any given Purchase Date under the Offering. If the aggregate number of sharesissuable upon exercise of rights granted under the Offering would exceed any such maximum aggregatenumber, the Board or the Committee shall make a pro rata allocation of the shares available in asnearly a uniform manner as shall be practicable and as it shall deem to be equitable. Unless anduntil the Board or the Committee provide otherwise, in no event will an eligible employee bepermitted to purchase more than 25,000 shares of the Common Stock on any one Purchase Date (subjectto any adjustment pursuant to Section 12) and any such purchase will be subject to the limitationsset forth in Sections 5. The Board or the Committee may, for future Offerings, increase ordecrease, in its absolute discretion, the maximum number of shares of Common Stock that an eligibleemployee may purchase on any Purchase Date.          (c) The purchase price of stock acquired pursuant to rights granted under the Plan shall benot less than the lesser of:               (i) an amount equal to eighty-five percent (85%) of the fair market value of the stock on theOffering Date; or               (ii) an amount equal to eighty-five percent (85%) of the fair market value of the stock on thePurchase Date.     Fair market value will be determined by the Board or the Committee, as of any date, byreference to the price of Common Stock on any established stock exchange or a national marketsystem on the day of determination if the Common Stock is so listed on any established stockexchange or a national market system. If the Common Stock is not listed on any established stockexchange or a national market system, the value of the Common Stock as the Board or the Committeemay determine in good faith.     7. Participation; Withdrawal; Termination.          (a) An eligible employee may become a participant in the Plan pursuant to an Offering bydelivering a participation agreement to the Company within the time specified in the Offering, insuch form as the Company provides. Each such agreement shall authorize payroll deductions of up tothe maximum percentage specified by the Board or the Committee of such employee’s Earnings duringthe Offering. “Earnings” is defined as an employee’s wages (including amounts thereof elected to bedeferred by the employee, that would otherwise have been paid, under any arrangement established bythe Company that is intended to comply with Section 125, 401(k), 402(h) or 403(b) of the Code orthat provides non-qualified deferred compensation), overtime pay, bonuses, incentive pay,commissions and other remuneration paid directly to the employee, but excluding profit sharing, thecost of employee benefits paid for by the Company or an Affiliate, education or tuitionreimbursements, imputed income arising under any group insurance or benefit program, travelingexpenses, business and moving expense reimbursements, income received in connection with stockoptions, contributions made by the Company or an Affiliate under any employee benefit plan, andsimilar items of compensation, as determined by the Board or the Committee. The payroll deductionsmade for each participant shall be credited to an account for such participant under the Plan andshall be deposited with the general funds of the Company. A participant may reduce (including tozero) or increase such payroll deductions, and an eligible employee may begin such payrolldeductions, after the beginning of any Offering only as provided for in the Offering. Aparticipant may make additional payments into his or her account only if specifically provided forin the Offering and only if the participant has not had the maximum amount withheld during theOffering.          (b) At any time during an Offering, a participant may terminate his or her payroll deductionsunder the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawalin such form as the Company provides. Such withdrawal may be elected at any time prior to the endof the Offering except as provided by the Board or the Committee in the Offering. Upon suchwithdrawal from the Offering
-4-

 
by a participant, the Company shall distribute to such participant all of his or heraccumulated payroll deductions (reduced to the extent, if any, such deductions have been used toacquire stock for the participant) under the Offering, without interest, and such participant’sinterest in that Offering shall be automatically terminated. A participant’s withdrawal from anOffering will have no effect upon such participant’s eligibility to participate in any otherOfferings under the Plan but such participant will be required to deliver a new participationagreement in order to participate in subsequent Offerings under the Plan.          (c) Rights granted pursuant to any Offering under the Plan shall terminate immediately uponcessation of any participating employee’s employment with the Company and any designated Affiliate,for any reason, and the Company shall distribute to such terminated employee all of his or heraccumulated payroll deductions (reduced to the extent, if any, such deductions have been used toacquire stock for the terminated employee), under the Offering, without interest.          (d) Rights granted under the Plan shall not be transferable by a participant otherwise than bywill or the laws of descent and distribution, or by a beneficiary designation as provided inparagraph 14 and, otherwise during his or her lifetime, shall be exercisable only by the person towhom such rights are granted.     8. Exercise.          (a) On each Purchase Date specified in the relevant Offering, each participant’s accumulatedpayroll deductions and other additional payments specifically provided for in the Offering (withoutany increase for interest) will be applied to the purchase of whole shares of stock of the Company,up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicableOffering, at the purchase price specified in the Offering. No fractional shares shall be issuedupon the exercise of rights granted under the Plan. The amount, if any, of accumulated payrolldeductions remaining in each participant’s account after the purchase of shares that is less thanthe amount required to purchase one share of stock on the final Purchase Date of an Offering shallbe held in each such participant’s account for the purchase of shares under the next Offering underthe Plan, unless such participant withdraws from such next Offering, as provided in subparagraph7(b), or is no longer eligible to be granted rights under the Plan, as provided in paragraph 5, inwhich case such amount shall be distributed to the participant after such final Purchase Date,without interest. Any amount of accumulated payroll deductions remaining in a participant’s accountafter the purchase of shares that equals or exceeds the amount required to purchase a whole shareof stock on the final Purchase Date of an Offering shall be distributed in full to the participantafter such Purchase Date, without interest.          (b) No rights granted under the Plan may be exercised to any extent unless the shares to beissued upon such exercise under the Plan are covered by an effective registration statementpursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Plan is inmaterial compliance with all applicable state, foreign and other securities and other lawsapplicable to the Plan. If, on the Purchase Date of any Offering hereunder, the shares to be issuedunder the Plan are not so registered or the Plan is not in such compliance, no rights granted underthe Plan or any Offering shall be exercised on such Purchase Date. If, on the Purchase Date of anyOffering hereunder, such shares are not registered and the Plan is not in such compliance, norights granted under the Plan or any Offering shall be exercised and all payroll deductionsaccumulated during the Offering (reduced to the extent, if any, such deductions have been used toacquire stock) shall be distributed to the participants, without interest.     9. Covenants of the Company.          (a) During the terms of the rights granted under the Plan, the Company shall keep available atall times the number of shares of stock required to satisfy such rights.
-5-

 
          (b) The Company shall seek to obtain from each federal, state, foreign or other regulatorycommission or agency having jurisdiction over the Plan such authority as may be required to issueand sell shares of stock upon exercise of the rights granted under the Plan. If, after reasonableefforts, the Company is unable to obtain from any such regulatory commission or agency theauthority which counsel for the Company deems necessary for the lawful issuance and sale of stockunder the Plan, the Company shall be relieved of any liability for failure to issue and sell stockupon exercise of such rights unless and until such authority is obtained.     10. Use of Proceeds From Stock.               Proceeds from the sale of stock pursuant to rights granted under the Plan shall constitutegeneral funds of the Company.     11. Rights as a Stockholder.               A participant shall not be deemed to be the holder of, or to have any of the rights of aholder with respect to, any shares subject to rights granted under the Plan unless and until theparticipant’s shares acquired upon exercise of rights under the Plan are recorded in the books ofthe Company.     12. Adjustments Upon Changes in Stock.     (a) In the event that any dividend or other distribution (whether in the form of cash, CommonStock, other securities, or other property), recapitalization, stock split, reverse stock split,reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange ofCommon Stock or other securities of the Company, or other change in the corporate structure of theCompany affecting the Common Stock occurs, the Board, in order to prevent dilution or enlargementof the benefits or potential benefits intended to be made available under the Plan, will, in suchmanner as it may deem equitable, adjust the number and class of Common Stock that may be deliveredunder the Plan, the purchase price per share and the number of shares of Common Stock covered byeach option under the Plan that has not yet been exercised, and the numerical limits of Sections 3and 6(b). Such adjustments shall be made by the Board, the determination of which shall be final,binding and conclusive.     (b) In the event of: (1) a dissolution or liquidation of the Company, (2) the sale of all orsubstantially all of the securities or assets of the Company, (3) a merger or consolidation inwhich the Company is not the surviving corporation or (4) a reverse merger in which the Company isthe surviving corporation but the shares of Common Stock outstanding immediately preceding themerger are converted by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, then any surviving corporation may assume outstanding rights orsubstitute similar rights for those under the Plans. If no surviving corporation assumesoutstanding rights or substitutes similar rights therefor, the Offerings with respect to which suchrights relate will be shortened by setting a new Purchase Date on which such Offering shall end.The new Purchase Date will occur before the date of the Company’s proposed transaction describedabove. The Board will notify each participant in writing prior to the new Purchase Date, that thePurchase Date for the participant’s option has been changed to the new Purchase Date and that theparticipant’s right will be exercised automatically on the new Purchase Date, unless prior to suchdate the participant has withdrawn from the Offering.     13. Amendment of the Plan.     (a) The Board at any time, and from time to time, may amend the Plan. However, except asprovided in paragraph 12 relating to adjustments upon changes in stock, no amendment shall beeffective
-6-

 
unless approved by the stockholders of the Company within twelve (12) months before or afterthe adoption of the amendment, where the amendment will:               (i) Increase the number of shares reserved for rights under the Plan;               (ii) Modify the provisions as to eligibility for participation in the Plan (to theextent such modification requires stockholder approval in order for the Plan to obtainemployee stock purchase plan treatment under Section 423 of the Code; or               (iii) Modify the Plan in any other way if such modification requires stockholderapproval in order for the Plan to obtain employee stock purchase plan treatment underSection 423 of the Code.     It is expressly contemplated that the Board may amend the Plan in any respect the Board deemsnecessary or advisable to provide eligible employees with the maximum benefits provided or to beprovided under the provisions of the Code and the regulations promulgated thereunder relating toemployee stock purchase plans and/or to bring the Plan and/or rights granted under it intocompliance therewith.     (b) Rights and obligations under any rights granted before amendment of the Plan shall not beimpaired by any amendment of the Plan, except (i) with the consent of the person to whom suchrights were granted, (ii) as necessary to comply with any laws or governmental regulations, or(iii) as necessary to ensure that the Plan and/or rights granted under the Plan comply with therequirements of Section 423 of the Code.     14. Designation of Beneficiary.     (a) A participant may file a written designation of a beneficiary who is to receive any sharesand cash, if any, from the participant’s account under the Plan in the event of such participant’sdeath subsequent to the end of an Offering but prior to delivery to the participant of such sharesand cash. In addition, a participant may file a written designation of a beneficiary who is toreceive any cash from the participant’s account under the Plan in the event of such participant’sdeath during an Offering.     (b) Such designation of beneficiary may be changed by the participant at any time by writtennotice. In the event of the death of a participant and in the absence of a beneficiary validlydesignated under the Plan who is living at the time of such participant’s death, the Company shalldeliver such shares and/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), theCompany, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one ormore dependents or relatives of the participant, or if no spouse, dependent or relative is known tothe Company, then to such other person as the Company may designate.     15. Termination or Suspension of the Plan.     (a) The Board in its discretion, may suspend or terminate the Plan at any time. No rights maybe granted under the Plan while the Plan is suspended or after it is terminated.     (b) Rights and obligations under any rights granted while the Plan is in effect shall not bealtered or impaired by suspension or termination of the Plan, except (i) as expressly provided inthe Plan or with the consent of the person to whom such rights were granted, (ii) as necessary tocomply with any laws or governmental regulation, or (iii) as necessary to ensure that the Planand/or rights granted under the Plan comply with the requirements of Section 423 of the Code.
-7-

 
     (c) Notwithstanding the foregoing, the Plan shall continue in effect unless terminated soonerunder this Section 15.     16. Effective Date of Plan.     The Plan was originally adopted by the Board in July 2000 and originally approved by thestockholders of the Company in September 2000. The amendment and restatement of the Plan wasadopted by the Board on September 23, 2009 and was approved by the stockholders of the Company, andbecame effective, on November 4, 2009.     17. Automatic Transfer to Lower Price Offering Period.     To the extent permitted by applicable laws, if the fair market value of the Common Stock onany Purchase Date in an Offering is lower than the fair market value of the Common Stock on theOffering Date of such Offering, then all participants in such Offering will be automaticallywithdrawn from such Offering immediately after the exercise of their right on such Purchase Dateand automatically re-enrolled in the immediately following Offering.
-8-