EXHIBIT 4.2



 






EXHIBIT 4.2



PROBUSINESS SERVICES, INC.



2002 EMPLOYEE STOCK PURCHASE PLAN



SECTION 1




PURPOSE



     
ProBusiness Services, Inc. hereby establishes the
ProBusiness Services, Inc. 2002 Employee Stock Purchase Plan,
effective as of December 6, 2002 in order to provide
eligible employees of the Company and its participating
Subsidiaries with the opportunity to purchase Common Stock
through payroll deductions. The Plan is intended to qualify as
an employee stock purchase plan under Section 423(b) of the
Code.




SECTION 2




DEFINITIONS



     
2.1     “1934
Act” means the Securities Exchange Act of 1934, as
amended. Reference to a specific Section of the 1934 Act or
regulation thereunder shall include such Section or regulation,
any valid regulation promulgated under such Section, and any
comparable provision of any future legislation or regulation
amending, supplementing or superseding such Section or
regulation.



     
2.2     “Board”
means the Board of Directors of the Company.



     
2.3     “Code”
means the Internal Revenue Code of 1986, as amended.
Reference to a specific Section of the Code or regulation
thereunder shall include such Section or regulation, any valid
regulation promulgated under such Section, and any comparable
provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.



     
2.4     “Committee”
shall mean the committee appointed by the Board to
administer the Plan. Any member of the Committee may resign at
any time by notice in writing mailed or delivered to the
Secretary of the Company. As of the effective date of the Plan,
the Plan shall be administered by the Compensation Committee of
the Board.



     
2.5     “Common
Stock” means the common stock of the Company, $0.001
par value per share.



     
2.6     “Company”
means ProBusiness Services, Inc., a Delaware corporation.



     
2.7     “Compensation”
means a Participant’s base salary or regular wages
(including overtime pay, sick pay and vacation pay) and any
incentive pay or sales commissions (but only to the extent such
compensation is payable in cash). The Committee, in its
discretion, may (on a uniform and nondiscriminatory basis)
establish a different definition of Compensation prior to an
Enrollment Date for all options to be granted on such Enrollment
Date.



     
2.8     “Eligible
Employee” means every Employee of an Employer, except
(a) any Employee who immediately after the grant of an
option under the Plan, would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of
stock of the Company or of any Subsidiary of the Company
(including stock attributed to such Employee pursuant to
Section 424(d) of the Code), or (b) as provided in
this Section 2.8. The Committee, in its discretion, from
time to time may, prior to an Enrollment Date for all options to
be granted on such Enrollment Date, determine (on a uniform and
nondiscriminatory basis) that an Employee shall not be an
Eligible Employee if he or she: (1) has not completed at
least two years of service since his or her last hire date (or
such lesser period of time as may be determined by the Committee
in its discretion), (2) customarily works not more than 20
hours per week (or such lesser period of time as may be
determined by the Committee in its discretion),
(3) customarily works not more than 5 months per
calendar year (or such lesser period of time as may be
determined by the Committee in its discretion), (4) is an
officer or other manager, or



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(5) is a highly compensated employee under
Section 414(q) of the Code. An Employee who otherwise is an
Eligible Employee shall be treated as continuing to be such
while the Employee is on sick leave or other leave of absence
approved by the Employer, except that if the period of leave
exceeds ninety days and the Employee’s right to
reemployment is not guaranteed by statute or contract, he or she
shall cease to be an Eligible Employee on the 91st day of such
leave.




     
2.9     “Employee”
means an individual who is a common-law employee of any
Employer, whether such employee is so employed at the time the
Plan is adopted or becomes so employed subsequent to the
adoption of the Plan. With respect to a particular Participant,
Employer means the Company or Subsidiary (as the case may be)
that directly employs the Participant.



     
2.10     “Employer”
or “Employers” means any one or all of the
Company and those Subsidiaries which, with the consent of the
Board or the Committee, have adopted the Plan.



     
2.11     “Enrollment
Date” means such dates as may be determined by the
Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time.



     
2.12     “Grant
Date” means any date on which a Participant is granted
an option under the Plan.



     
2.13     “Participant”
means an Eligible Employee who (a) has become a
Participant in the Plan pursuant to Section 4.1 and
(b) has not ceased to be a Participant pursuant to
Section 8 or Section 9.



     
2.14     “Plan”
means the ProBusiness Services, Inc. 2002 Employee Stock
Purchase Plan, as set forth in this instrument and as hereafter
amended from time to time.



     
2.15     “Purchase
Date” means such dates as may be determined by the
Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time prior to an
Enrollment Date for all options to be granted on such Enrollment
Date.



     
2.16     “Subsidiary”
means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock
possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.




SECTION 3




SHARES SUBJECT TO THE PLAN



     
3.1     Number
Available. A maximum of 500,000 shares of Common Stock shall
be available for issuance pursuant to the Plan plus an annual
increase to be added on the first day of each calendar year
(beginning on January 1, 2003 (equal to the lesser of
(a) 325,000 shares, (b) 1.5% of the outstanding shares
of Common Stock on the immediately preceding date, or (c) a
lesser amount determined by the Compensation Committee. The last
annual increase added to the Plan pursuant to the preceding
sentence shall occur on the first day of calendar year 2013.




Shares sold under the Plan may be newly issued
shares or treasury shares.



     
3.2     Adjustments.
In the event of any reorganization, recapitalization, stock
split, reverse stock split, stock dividend, combination of
shares, merger, consolidation, offering of rights or other
change in the capital structure of the Company, the Committee
may make such adjustment, if any, as it deems appropriate in the
number, kind and purchase price of the shares available for
purchase under the Plan, the number of shares added to the Plan
under Section 3.1 and in the purchase price and number of
shares subject to any option under the Plan.




SECTION 4




ENROLLMENT



     
4.1     Participation.
Each Eligible Employee may elect to become a Participant by
enrolling or re-enrolling in the Plan effective as of any
Enrollment Date. In order to enroll, an Eligible Employee must



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complete, and submit to the Company an enrollment
form in such form, manner and by such deadline as may be
specified by the Committee from time to time (in its discretion
and on a nondiscriminatory basis). Any Participant whose option
expires and who has not withdrawn from the Plan automatically
will be re-enrolled in the Plan on the Enrollment Date
immediately following the Purchase Date on which his or her
option expires.




     
4.2     Payroll
Withholding. On his or her enrollment form, each Participant
must elect to make Plan contributions via payroll withholding
from his or her Compensation. Pursuant to such procedures as the
Committee may specify from time to time, a Participant may elect
to have withholding equal to a whole percentage from 1% to 15%
(or such lesser percentage that the Committee may establish from
time to time for all options to be granted on any Enrollment
Date). If permitted by the Committee (in its discretion and on a
nondiscriminatory basis) a Participant instead may elect to have
a specific dollar amount withheld. A Participant may elect to
increase or decrease his or her rate of payroll withholding by
submitting a new enrollment election in accordance with such
procedures as may be established by the Committee from time to
time. A Participant may stop his or her payroll withholding by
submitting a new enrollment form in accordance with such
procedures as may be established by the Committee from time to
time. In order to be effective as of a specific date, any
election must be received by the Company no later than the
deadline specified by the Committee, in its discretion from time
to time and on a nondiscriminatory basis. Any Participant who is
automatically re-enrolled in the Plan will be deemed to have
elected to continue his or her contributions at the percentage
last elected by the Participant.




SECTION 5




OPTIONS TO PURCHASE COMMON STOCK



     
5.1     Grant of
Option. On each Enrollment Date on which the Participant
enrolls or re-enrolls in the Plan, he or she shall be granted an
option to purchase shares of Common Stock.



     
5.2     Duration of
Option. Each option granted under the Plan shall expire on
the earliest to occur of (a) the completion of the purchase
of shares on the last Purchase Date occurring within
27 months of the Grant Date of such option, (b) such
shorter option period as may be established by the Committee
from time to time prior to an Enrollment Date for all options to
be granted on such Enrollment Date, or (c) the date on
which the Participant ceases to be such for any reason. Until
otherwise determined by the Committee for all options to be
granted on an Enrollment Date, the period referred to in clause
(b) in the preceding sentence shall mean the period from
the applicable Enrollment Date through the last business day
prior to the Enrollment Date that is approximately
24 months later.



     
5.3     Number of
Shares Subject to Option. The maximum number of shares
available for purchase by each Participant under the option will
be established by the Committee from time to time prior to an
Enrollment Date for all options to be granted on such Enrollment
Date, subject to this Section 5.3. However, on any Purchase
Date, in no event may (a) any Participant purchase more
than 5,000 shares of Common Stock, nor (b) all Participants
purchase more than an aggregate of 225,000 shares. In addition,
prior to any Purchase Date, the Committee may specify a smaller
number of shares that may be purchased on that Purchase Date by
any Participant. Notwithstanding any contrary provision of the
Plan, to the extent required under Section 423(b) of the
Code, an option (taken together with all other options then
outstanding under this Plan and under all other similar employee
stock purchase plans of the Employers) shall not give the
Participant the right to purchase shares at a rate which accrues
in excess of $25,000 of fair market value at the applicable
Grant Dates of such shares in any calendar year during which
such Participant is enrolled in the Plan at any time.



     
5.4     Other Terms
and Conditions. Each option shall be subject to the
following additional terms and conditions:




		
	 	     
    (a) payment for shares purchased under the
    option shall be made only through payroll withholding under
    Section 4.2;
    




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    (b) purchase of shares upon exercise of the
    option will be accomplished only in accordance with
    Section 6.1;
    
	 
	 	     
    (c) the price per share under the option
    will be determined as provided in Section 6.1; and
    
	 
	 	     
    (d) the option in all respects shall be
    subject to such other terms and conditions (applied on a
    nondiscriminatory basis), as the Committee shall determine from
    time to time in its discretion.
    





SECTION 6




PURCHASE OF SHARES



     
6.1     Exercise of
Option. On each Purchase Date, the funds then credited to
each Participant’s account shall be used to purchase whole
shares of Common Stock. Any cash remaining after whole shares of
Common Stock have been purchased shall be rolled over and used
to purchase shares on the next Purchase Date (unless the
individual no longer is a Participant, in which case the cash
shall be refunded to him or her). The price per Share of the
Shares purchased under any option granted under the Plan shall
be eighty-five percent (85%) of the lower of:




		
	 	     
    (a) the closing price per Share on the Grant
    Date for such option on Nasdaq; or
    
	 
	 	     
    (b) the closing price per Share on the
    Purchase Date on Nasdaq.
    




     
6.2     Delivery of
Shares. As directed by the Committee in its sole discretion,
shares purchased on any Purchase Date shall be delivered
directly to the Participant or to a custodian or broker (if any)
designated by the Committee to hold shares for the benefit of
the Participants. As determined by the Committee from time to
time, such shares shall be delivered as physical certificates or
by means of a book entry system.



     
6.3     Exhaustion of
Shares. If at any time the shares available under the Plan
are over-enrolled, enrollments shall be reduced to eliminate the
over-enrollment, as the Committee determines (in a uniform and
nondiscriminatory manner). For example, the Committee may
determine that such reduction method shall be “bottom
up”, with the result that all option exercises for one
share shall be satisfied first, followed by all exercises for
two shares, and so on, until all available shares have been
exhausted. Any funds that, due to over-enrollment, cannot be
applied to the purchase of whole shares shall be refunded to the
Participants (without interest thereon).




SECTION 7




WITHDRAWAL



     
7.1     Withdrawal.
A Participant may withdraw from the Plan by submitting a
withdrawal form to the Company in such form and manner as the
Committee may specify. A withdrawal will be effective only if it
is received by the Company by the deadline specified by the
Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time. When a withdrawal
becomes effective, the Participant’s payroll contributions
shall cease and all amounts then credited to the
Participant’s account shall be distributed to him or her
(without interest thereon).




SECTION 8




CESSATION OF PARTICIPATION



     
8.1     Termination
of Status as Eligible Employee. A Participant shall cease to
be a Participant immediately upon the cessation of his or her
status as an Eligible Employee (for example, because of his or
her termination of employment from all Employers for any
reason). As soon as practicable after such cessation, the
Participant’s payroll contributions shall cease and all
amounts then credited to the Participant’s account shall be
distributed to him or her (without interest thereon).



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SECTION 9




DESIGNATION OF BENEFICIARY



     
9.1     Designation.
Each Participant may, pursuant to such uniform and
nondiscriminatory procedures as the Committee may specify from
time to time, designate one or more Beneficiaries to receive any
amounts credited to the Participant’s account at the time
of his or her death. Notwithstanding any contrary provision of
this Section 9, Sections 9.1 and 9.2 shall be
operative only after (and for so long as) the Committee
determines (on a uniform and nondiscriminatory basis) to permit
the designation of Beneficiaries.



     
9.2     Changes.
A Participant may designate different Beneficiaries (or may
revoke a prior Beneficiary designation) at any time by
delivering a new designation (or revocation of a prior
designation) in like manner. Any designation or revocation shall
be effective only if it is received by the Committee. However,
when so received, the designation or revocation shall be
effective as of the date the designation or revocation is
executed (whether or not the Participant still is living), but
without prejudice to the Committee on account of any payment
made before the change is recorded. The last effective
designation received by the Committee shall supersede all prior
designations.



     
9.3     Failed
Designations. If a Participant dies without having
effectively designated a Beneficiary, or if no Beneficiary
survives the Participant, the Participant’s Account shall
be payable to his or her estate.




SECTION 10




ADMINISTRATION



     
10.1     Plan
Administrator. The Plan shall be administered by the
Committee. The Committee shall have the authority to control and
manage the operation and administration of the Plan.



     
10.2     Actions by
Committee. Each decision of a majority of the members of the
Committee then in office shall constitute the final and binding
act of the Committee. The Committee may act with or without a
meeting being called or held and shall keep minutes of all
meetings held and a record of all actions taken by written
consent.



     
10.3     Powers of
Committee. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and
to control its operation in accordance with its terms,
including, but not by way of limitation, the following
discretionary powers:




		
	 	     
    (a) To interpret and determine the meaning
    and validity of the provisions of the Plan and the options and
    to determine any question arising under, or in connection with,
    the administration, operation or validity of the Plan or the
    options;
    
	 
	 	     
    (b) To determine any and all considerations
    affecting the eligibility of any employee to become a
    Participant or to remain a Participant in the Plan;
    
	 
	 	     
    (c) To cause an account or accounts to be
    maintained for each Participant and establish rules for the
    crediting of contributions and/or shares to the account(s);
    
	 
	 	     
    (d) To determine the time or times when, and
    the number of shares for which, options shall be granted;
    
	 
	 	     
    (e) To establish and revise an accounting
    method or formula for the Plan;
    
	 
	 	     
    (f) To designate a custodian or broker to
    receive shares purchased under the Plan and to determine the
    manner and form in which shares are to be delivered to the
    designated custodian or broker;
    
	 
	 	     
    (g) To determine the status and rights of
    Participants and their Beneficiaries or estates;
    
	 
	 	     
    (h) To employ such brokers, counsel, agents
    and advisers, and to obtain such broker, legal, clerical and
    other services, as it may deem necessary or appropriate in
    carrying out the provisions of the Plan;
    




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    (i) To establish, from time to time, rules
    for the performance of its powers and duties and for the
    administration of the Plan;
    
	 
	 	     
    (j) To adopt such procedures and subplans as
    are necessary or appropriate to permit participation in the Plan
    by employees who are foreign nationals or employed outside of
    the United States; and
    
	 
	 	     
    (k) To delegate to any one or more of its
    members or to any other person (including, but not limited to,
    employees of any Employer) severally or jointly, the authority
    to perform for and on behalf of the Committee one or more of the
    functions of the Committee under the Plan.
    




     
10.4     Decisions of
Committee. All actions, interpretations, and decisions of
the Committee shall be conclusive and binding on all persons,
and shall be given the maximum deference permitted by law.



     
10.5     Administrative
Expenses. All expenses incurred in the administration of the
Plan by the Committee, or otherwise, including legal fees and
expenses, shall be paid and borne by the Employers, except any
stamp duties or transfer taxes applicable to the purchase of
shares may be charged to the account of each Participant. Any
brokerage fees for the purchase of shares by a Participant shall
be paid by the Company, but fees and taxes (including brokerage
fees) for the transfer, sale or resale of shares by a
Participant, or the issuance of physical share certificates,
shall be borne solely by the Participant.



     
10.6     Eligibility
to Participate. No member of the Committee who is also an
employee of an Employer shall be excluded from participating in
the Plan if otherwise eligible, but he or she shall not be
entitled, as a member of the Committee, to act or pass upon any
matters pertaining specifically to his or her own account under
the Plan.



     
10.7     Indemnification.
Each of the Employers shall, and hereby does, indemnify and
hold harmless the members of the Committee and the Board, from
and against any and all losses, claims, damages or liabilities
(including attorneys’ fees and amounts paid, with the
approval of the Board or the Committee, in settlement of any
claim) arising out of or resulting from the implementation of a
duty, act or decision with respect to the Plan, so long as such
duty, act or decision does not involve gross negligence or
willful misconduct on the part of any such individual.




SECTION 11




AMENDMENT, TERMINATION, AND DURATION



     
11.1     Amendment,
Suspension, or Termination. The Board or the Committee, in
its sole discretion, may amend or terminate the Plan, or any
part thereof, at any time and for any reason. If the Plan is
terminated, the Board or the Committee, in its discretion, may
elect to terminate all outstanding options either immediately or
upon completion of the purchase of shares on the next Purchase
Date (which, notwithstanding Section 2.15, may be sooner
than originally scheduled, if determined by the Board or the
Committee in its discretion), or may elect to permit options to
expire in accordance with their terms (and participation to
continue through such expiration dates). If the options are
terminated prior to expiration, all amounts then credited to
Participants’ accounts that have not been used to purchase
shares shall be returned to the Participants (without interest
thereon) as soon as administratively practicable.



     
11.2     Duration of
the Plan. The Plan shall commence on the date specified
herein, and subject to Section 11.1 (regarding the
Board’s and the Committee’s right to amend or
terminate the Plan), shall remain in effect thereafter.




SECTION 12




GENERAL PROVISIONS



     
12.1     Participation
by Subsidiaries. One or more Subsidiaries of the Company may
become participating Employers by adopting the Plan and
obtaining approval for such adoption from the Board or the
Committee. By adopting the Plan, a Subsidiary shall be deemed to
agree to all of its terms, including (but not



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limited to) the provisions granting exclusive
authority (a) to the Board and the Committee to amend the
Plan, and (b) to the Committee to administer and interpret
the Plan. An Employer may terminate its participation in the
Plan at any time. The liabilities incurred under the Plan to the
Participants employed by each Employer shall be solely the
liabilities of that Employer, and no other Employer shall be
liable for benefits accrued by a Participant during any period
when he or she was not employed by such Employer.




     
12.2     Inalienability.
In no event may either a Participant, a former Participant
or his or her Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any
right or interest under the Plan; and such rights and interests
shall not at any time be subject to the claims of creditors nor
be liable to attachment, execution or other legal process.
Accordingly, for example, a Participant’s interest in the
Plan is not transferable pursuant to a domestic relations order.



     
12.3     Severability.
In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision
had not been included.



     
12.4     Requirements
of Law. The granting of options and the issuance of shares
shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or securities
exchanges as the Committee may determine are necessary or
appropriate.



     
12.5     Compliance
with Rule 16b-3. Any transactions under this Plan with
respect to officers (as defined in Rule 16a-1 promulgated
under the 1934 Act) are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee. Notwithstanding any contrary
provision of the Plan, if the Committee specifically determines
that compliance with Rule 16b-3 no longer is required, all
references in the Plan to Rule 16b-3 shall be null and void.



     
12.6     No
Enlargement of Employment Rights. Neither the establishment
or maintenance of the Plan, the granting of options, the
purchase of shares, nor any action of any Employer or the
Committee, shall be held or construed to confer upon any
individual any right to be continued as an employee of the
Employer nor, upon dismissal, any right or interest in any
specific assets of the Employers other than as provided in the
Plan. Each Employer expressly reserves the right to discharge
any employee at any time, with or without cause.



     
12.7     Apportionment
of Costs and Duties. All acts required of the Employers
under the Plan may be performed by the Company for itself and
its Subsidiaries, and the costs of the Plan may be equitably
apportioned by the Committee among the Company and the other
Employers. Whenever an Employer is permitted or required under
the terms of the Plan to do or perform any act, matter or thing,
it shall be done and performed by any officer or employee of the
Employers who is thereunto duly authorized by the Employers.



     
12.8     Construction
and Applicable Law. The Plan is intended to qualify as an
“employee stock purchase plan” within the meaning of
Section 423(b) of the Code. Any provision of the Plan which
is inconsistent with Section 423(b) of the Code shall,
without further act or amendment by the Company or the
Committee, be reformed to comply with the requirements of
Section 423(b). The provisions of the Plan shall be
construed, administered and enforced in accordance with such
Section and with the laws of the State of California (excluding
California’s conflict of laws provisions).



     
12.9     Captions.
The captions contained in and the table of contents prefixed to
the Plan are inserted only as a matter of convenience, and in no
way define, limit, enlarge or describe the scope or intent of
the Plan nor in any way shall affect the construction of any
provision of the Plan.



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EXECUTION


     
IN WITNESS WHEREOF, ProBusiness Services, Inc.,
by its duly authorized officer, has executed this Plan on the
date indicated below.




		
	 	
    PROBUSINESS SERVICES, INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Title:
    





Dated:                     ,
2002



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PROBUSINESS SERVICES, INC.



2002 EMPLOYEE STOCK PURCHASE PLAN



	 	 	 	 	 	 	 	 
	
    
    SECTION 1
    

    	 	
    PURPOSE
    	 	 	1	 
	
    
    SECTION 2
    

    	 	
    DEFINITIONS
    	 	 	1	 
	 	
    
    2.1
    

    	 	
    “1934 ACT”
    	 	 	1	 
	 	
    
    2.2
    

    	 	
    “BOARD”
    	 	 	1	 
	 	
    
    2.3
    

    	 	
    “CODE”
    	 	 	1	 
	 	
    
    2.4
    

    	 	
    “COMMITTEE”
    	 	 	1	 
	 	
    
    2.5
    

    	 	
    “COMMON STOCK”
    	 	 	1	 
	 	
    
    2.6
    

    	 	
    “COMPANY”
    	 	 	1	 
	 	
    
    2.7
    

    	 	
    “COMPENSATION”
    	 	 	1	 
	 	
    
    2.8
    

    	 	
    “ELIGIBLE EMPLOYEE”
    	 	 	1	 
	 	
    
    2.9
    

    	 	
    “EMPLOYEE”
    	 	 	2	 
	 	
    
    2.10
    

    	 	
    “EMPLOYER” OR “EMPLOYERS”
    	 	 	2	 
	 	
    
    2.11
    

    	 	
    “ENROLLMENT DATE”
    	 	 	2	 
	 	
    
    2.12
    

    	 	
    “GRANT DATE”
    	 	 	2	 
	 	
    
    2.13
    

    	 	
    “PARTICIPANT”
    	 	 	2	 
	 	
    
    2.14
    

    	 	
    “PLAN”
    	 	 	2	 
	 	
    
    2.15
    

    	 	
    “PURCHASE DATE”
    	 	 	2	 
	 	
    
    2.16
    

    	 	
    “SUBSIDIARY”
    	 	 	2	 
	
    
    SECTION 3
    

    	 	
    SHARES SUBJECT TO THE PLAN
    	 	 	2	 
	 	
    
    3.1
    

    	 	
    NUMBER AVAILABLE
    	 	 	2	 
	 	
    
    3.2
    

    	 	
    ADJUSTMENTS
    	 	 	2	 
	
    
    SECTION 4
    

    	 	
    ENROLLMENT
    	 	 	2	 
	 	
    
    4.1
    

    	 	
    PARTICIPATION
    	 	 	2	 
	 	
    
    4.2
    

    	 	
    PAYROLL WITHHOLDING
    	 	 	3	 
	
    
    SECTION 5
    

    	 	
    OPTIONS TO PURCHASE COMMON STOCK
    	 	 	3	 
	 	
    
    5.1
    

    	 	
    GRANT OF OPTION
    	 	 	3	 
	 	
    
    5.2
    

    	 	
    DURATION OF OPTION
    	 	 	3	 
	 	
    
    5.3
    

    	 	
    NUMBER OF SHARES SUBJECT TO OPTION
    	 	 	3	 
	 	
    
    5.4
    

    	 	
    OTHER TERMS AND CONDITIONS
    	 	 	3	 
	
    
    SECTION 6
    

    	 	
    PURCHASE OF SHARES
    	 	 	4	 
	 	
    
    6.1
    

    	 	
    EXERCISE OF OPTION
    	 	 	4	 
	 	
    
    6.2
    

    	 	
    DELIVERY OF SHARES
    	 	 	4	 
	 	
    
    6.3
    

    	 	
    EXHAUSTION OF SHARES
    	 	 	4	 
	
    
    SECTION 7
    

    	 	
    WITHDRAWAL
    	 	 	4	 
	 	
    
    7.1
    

    	 	
    WITHDRAWAL
    	 	 	4	 
	
    
    SECTION 8
    

    	 	
    CESSATION OF PARTICIPATION
    	 	 	4	 
	 	
    
    8.1
    

    	 	
    TERMINATION OF STATUS AS ELIGIBLE EMPLOYEE
    	 	 	4	 
	
    
    SECTION 9
    

    	 	
    DESIGNATION OF BENEFICIARY
    	 	 	5	 
	 	
    
    9.1
    

    	 	
    DESIGNATION
    	 	 	5	 
	 	
    
    9.2
    

    	 	
    CHANGES
    	 	 	5	 
	 	
    
    9.3
    

    	 	
    FAILED DESIGNATIONS
    	 	 	5	 




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    SECTION 10
    

    	 	
    ADMINISTRATION
    	 	 	5	 
	 	
    
    10.1
    

    	 	
    PLAN ADMINISTRATOR
    	 	 	5	 
	 	
    
    10.2
    

    	 	
    ACTIONS BY COMMITTEE
    	 	 	5	 
	 	
    
    10.3
    

    	 	
    POWERS OF COMMITTEE
    	 	 	5	 
	 	
    
    10.4
    

    	 	
    DECISIONS OF COMMITTEE
    	 	 	6	 
	 	
    
    10.5
    

    	 	
    ADMINISTRATIVE EXPENSES
    	 	 	6	 
	 	
    
    10.6
    

    	 	
    ELIGIBILITY TO PARTICIPATE
    	 	 	6	 
	 	
    
    10.7
    

    	 	
    INDEMNIFICATION
    	 	 	6	 
	
    
    SECTION 11
    

    	 	
    AMENDMENT, TERMINATION, AND DURATION
    	 	 	6	 
	 	
    
    11.1
    

    	 	
    AMENDMENT, SUSPENSION, OR TERMINATION
    	 	 	6	 
	 	
    
    11.2
    

    	 	
    DURATION OF THE PLAN
    	 	 	6	 
	
    
    SECTION 12
    

    	 	
    GENERAL PROVISIONS
    	 	 	6	 
	 	
    
    12.1
    

    	 	
    PARTICIPATION BY SUBSIDIARIES
    	 	 	6	 
	 	
    
    12.2
    

    	 	
    INALIENABILITY
    	 	 	7	 
	 	
    
    12.3
    

    	 	
    SEVERABILITY
    	 	 	7	 
	 	
    
    12.4
    

    	 	
    REQUIREMENTS OF LAW
    	 	 	7	 
	 	
    
    12.5
    

    	 	
    COMPLIANCE WITH RULE 16B-3
    	 	 	7	 
	 	
    
    12.6
    

    	 	
    NO ENLARGEMENT OF EMPLOYMENT RIGHTS
    	 	 	7	 
	 	
    
    12.7
    

    	 	
    APPORTIONMENT OF COSTS AND DUTIES
    	 	 	7	 
	 	
    
    12.8
    

    	 	
    CONSTRUCTION AND APPLICABLE LAW
    	 	 	7	 
	 	
    
    12.9
    

    	 	
    CAPTIONS
    	 	 	7	 
	 	 	
    EXECUTION
    	 	 	8	 




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