EXHIBIT
10.2


 


AMENDED AND
RESTATED


 


2000
EMPLOYEE STOCK PURCHASE PLAN


 


OF


 


ELECTRONICS
BOUTIQUE HOLDINGS CORP.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1. – PURPOSE

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. – DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Base Pay

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2.

  	
  Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3.

  	
  Employee

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4.

  	
  Parent Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5.

  	
  Subsidiary Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. – ELIGIBILITY AND
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Initial Eligibility

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2.

  	
  Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3.

  	
  Restrictions on Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4.

  	
  Commencement of Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. – OFFERINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Annual Offerings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. – PAYROLL DEDUCTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Amount of Deduction

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2.

  	
  Participant’s Account

  	
   

  
	
   

  	
   

  	
   

  
	
  5.3.

  	
  Changes in Payroll Deductions

  	
   

  
	
   

  	
   

  	
   

  
	
  5.4.

  	
  Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. – GRANTING OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Number of Option Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2.

  	
  Option Price

  	
   

  



 


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  ARTICLE 7. – EXERCISE OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Automatic Exercise

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2.

  	
  Withdrawal of Account

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3.

  	
  Fractional Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  7.4.

  	
  Transferability of Option

  	
   

  
	
   

  	
   

  	
   

  
	
  7.5.

  	
  Delivery of Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8. – WITHDRAWAL

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  In General

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2.

  	
  Effect on Subsequent Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3.

  	
  Termination of Employment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4.

  	
  Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9. – INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Payment of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. – STOCK

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Maximum Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  10.2.

  	
  Participant’s Interest in Option Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  10.3.

  	
  Registration of Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  10.4.

  	
  Restrictions on Exercise

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11. – ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1.

  	
  Appointment of Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2.

  	
  Authority of Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3.

  	
  Rules Governing the Administration of the
  Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12. – MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1.

  	
  Designation of Beneficiary

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2.

  	
  Transferability

  	
   

  



 


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  12.3.

  	
  Use of Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  12.4.

  	
  Adjustment Upon Changes in Capitalization

  	
   

  
	
   

  	
   

  	
   

  
	
  12.5.

  	
  Amendment and Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  12.6.

  	
  Effective Date

  	
   

  
	
   

  	
   

  	
   

  
	
  12.7.

  	
  No Employment Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  12.8.

  	
  Disqualifying Dispositions

  	
   

  
	
   

  	
   

  	
   

  
	
  12.9.

  	
  Withholding Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  12.10.

  	
  Effect of Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  12.11.

  	
  Governing Law

  	
   

  



 


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ELECTRONICS BOUTIQUE HOLDINGS
CORP.


AMENDED AND RESTATED 2000
EMPLOYEE STOCK PURCHASE PLAN


 


ARTICLE 1.  –  PURPOSE


 


1.1                                 Purpose. 
The Electronics Boutique Holdings Corp. Amended and Restated Employee
Stock Purchase Plan (the “Plan”) is intended to provide a method whereby
employees of Electronics Boutique Holdings Corporation and its Subsidiary
Corporations (hereinafter referred to, unless the context otherwise requires,
as the “Company”) will have an opportunity to acquire a proprietary interest in
the Company through the purchase of shares of the Common Stock of the
Company.  It is the intention of the
Company to have the Plan qualify as an “employee stock purchase plan” under Section 423
of the Internal Revenue Code of 1986, as amended (the “Code”).  The provisions of the Plan shall be construed
so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.


 


ARTICLE 2.  – 
DEFINITIONS


 


2.1                                 Base Pay.  “Base Pay” shall mean regular earnings
excluding payments for overtime, shift premium, bonuses and other special payments,
commissions and other marketing incentive payments.


 


2.2                                 Committee.  “Committee” shall mean the individuals
described in Article XI.


 


2.3                                 Employee.  “Employee” means any person who is
customarily employed on a full-time or part-time basis by the Company and is regularly
scheduled to work more than 20 hours per week.


 


2.4                                 Parent Corporation.  “Parent
Corporation” shall mean any present or future corporation which is a “parent corporation” of Electronics
Boutique Holdings Corp., as that term is defined in Section 424(e) of the
Code.


 


2.5                                 Subsidiary Corporation.  “Subsidiary
Corporation” shall mean any present or future corporation which is a “subsidiary corporation” of
Electronics Boutique Holdings Corp., as that term is defined in Section 424(f)
of the Code.


 


ARTICLE 3.  – 
ELIGIBILITY AND PARTICIPATION


 


3.1                                 Initial Eligibility.  Any Employee who
shall have completed ninety (90) days’ employment and shall be employed by the Company on the date his
or her participation in the Plan is to become effective shall be eligible to
participate in offerings under the Plan which commence on or after such ninety
day period has concluded.


 


3.2                                 Leave of Absence.  For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be an Employee of the Company for
purposes of participation in the Plan for the first 90 days of the leave of
absence.  The Employee’s employment shall
be deemed to have terminated at the close of business on the 90th day of the
leave of absence unless the Employee shall have returned to regular full-time
or part-time employment (as the case may be) prior to the close of business on
the 90th day. Termination by the Company of any employee’s leave of absence,
other than termination of such leave of absence on return to full-time or part-time


 





















 


employment, shall terminate an Employee’s employment for all purposes
of the Plan and shall terminate the Employee’s participation in the Plan and
right to exercise any option.


 


3.3                                 Restrictions on Participation.  Notwithstanding any provisions of the Plan to the contrary,
no Employee shall be granted an option to participate in the Plan:


 


(a)                                  if, immediately after the grant,
the Employee would own stock, and/or hold outstanding options to purchase
stock, possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company, a Subsidiary Corporation or a Parent
Corporation (for purposes of this paragraph, the rules of Section 424(d)
of the Code and the applicable Treasury Regulations under Section 423
shall apply in determining stock ownership of any employee); or


 


(b)                                 which permits his or her rights
to purchase stock under all Employee stock purchase plans of the Company, any
Subsidiary Corporation or a Parent Corporation to accrue at a rate which
exceeds $25,000 in fair market value of the stock (determined at the time such
option is granted) for each calendar year in which such option is outstanding.


 


3.4                                 Commencement of Participation.  An eligible Employee may become a participant by completing
an authorization for a payroll deduction on the form provided by the Company
and filing the form with the Company’s Benefits Department on or before the
date set by the Committee.  The date
shall be prior to the Offering Commencement Date for the Offering (as such
terms are defined below).  Payroll
deductions for a participant shall commence on the applicable Offering
Commencement Date when the employee’s authorization for a payroll deduction
becomes effective and shall end on the Offering Termination Date (as defined in
Article 4) of the Offering to which such authorization is applicable
unless sooner terminated by the participant as provided in Article 8.


 


ARTICLE 4.  – 
OFFERINGS


 


4.1                                 Annual Offerings.  The Plan encompasses quarterly offerings of
the Company’s Common Stock (the “Offerings”) beginning on the 1st day of March 2000
and terminating on the following March 31 (an “Offering Termination Date”
and, together with the last business day of each subsequent quarter during the
term of the Plan, the “Offering Termination Dates”).  Subsequent offerings will occur for each
calendar quarter thereafter.  For
example, an offering will begin April 1 and end the following June 30
and another offering will begin July 1 and end September 30.  Offerings will occur each calendar quarter
for the next nine years for a total of ten years.  The maximum number of shares issued in the
respective calendar quarters shall be: 
100,000 plus unissued shares from the prior offerings.


 


ARTICLE 5.  – 
PAYROLL DEDUCTIONS


 


5.1                                 Amount of Deduction.  At the time a
participant (whether a full-time or part-time Employee) files his or her authorization for payroll
deduction, he or she shall elect to have deductions made from his or her pay on
each payday during the time he or she is a participant in an Offering at the
rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his or her Base Pay in effect at
the Offering Commencement Date of such Offering.


 


5.2                                 Participant’s Account.  All payroll
deductions made for a participant shall be credited to his or her account under
the Plan.  A participant may not make any separate cash 


 


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payment into such account except when on leave of absence and then only
as provided in Section 5.4.


 


5.3                                 Changes in Payroll Deductions.  A participant may discontinue his or her
participation in the Plan as provided in Article VIII, but no other change can be made during an
Offering and specifically, a participant may not alter the amount of his or her
payroll deductions for that Offering.


 


5.4                                 Leave of Absence.  If a participant goes on a leave of absence,
the participant shall have the right to elect: (a) to withdraw the balance in his or
her account pursuant to Section 7.2, (b) to discontinue contributions to
the Plan but remain a participant in the Plan, or (c) remain a participant in
the Plan during the leave of absence, authorizing deductions to be made from
payments by the Company to the participant during the leave of absence and
undertaking to make cash payments to the Plan at the end of each payroll period
to the extent that amounts payable by the Company to the participant are
insufficient to meet the participant’s authorized Plan deductions.


 


ARTICLE 6.  – 
GRANTING OF OPTION


 


6.1                                 Number of Option Shares.  On the Commencement
Date of each Offering, a participating Employee shall be deemed to have been granted an option
to purchase a maximum number of shares (including fractional shares) of the
stock of the Company equal to an amount determined as follows: an amount equal
to (i) that percentage of the employee’s Base Pay which he or she has elected
to have withheld (but not in any case in excess of 10%) multiplied by (ii) the
employee’s Base Pay during the period of the offering (iii) divided by 90% of
the market value of the stock of the Company on the applicable Offering
Commencement Date.  The market value of
the Company’s stock shall be determined as provided in Section 6.2 below.
An employee’s Base Pay during the period of an offering shall be determined by
multiplying his or her normal weekly rate of pay (as in effect on the last day
prior to the Commencement Date of the particular offering) by 13 or provided
that, in the case of a part-time hourly employee, the employee’s Base Pay
during the period of an offering shall be determined by multiplying the
employee’s hourly rate by the number of regularly scheduled hours of work for
the Employee during the Offering.


 


6.2                                 Option Price.  The option price of stock purchased with
payroll deductions made during such annual offering for a participant therein shall be 90%
of the closing price of the stock on the Offering Termination Date or the
nearest prior business day on which trading occurred on the NASDAQ National
Market System.  If the Common Stock of
the Company is not admitted to trading on any of the aforesaid dates for which
closing prices of the stock are to be determined, then reference shall be made
to the fair market value of the stock on that date, as determined on such basis
as shall be established or specified for the purpose by the Committee.


 


ARTICLE 7.  – 
EXERCISE OF OPTION


 


7.1                                 Automatic Exercise.  Unless a participant gives written notice to
the Company as hereinafter provided, his or her option for the purchase of stock
with payroll deductions made during any offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
offering, for the purchase of the number of shares (including fractional
shares) of stock which the accumulated payroll deductions in his or her account
at that time will purchase at the applicable option price (but not in excess of
the number 


 


3





















 


of shares for which options have been granted to the Employee pursuant
to Section 6.1), and any excess in his or her account at that time will be
returned to him.


 


7.2                                 Withdrawal of Account.  By written notice to the Company’s benefits
department, at any time prior to the Offering Termination Date applicable to
any Offering, a participant may elect to withdraw all the accumulated payroll
deductions in his or her account at such time.


 


7.3                                 Fractional Shares.  Fractional shares shall be issued under the
Plan.


 


7.4                                 Transferability of Option.  During a participant’s lifetime, options held
by such participant shall be exercisable only by that participant.


 


7.5                                 Delivery of Stock.  As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each
participant, as appropriate, the stock purchased upon exercise of his or her
option.


 


ARTICLE 8.  – 
WITHDRAWAL


 


8.1                                 In General.  As indicated in Section 7.2, a
participant may withdraw payroll deductions credited to his or her account under the Plan at any
time prior to the Offering Termination Date applicable to any Offering by
giving written notice to the Company’s benefits department.  All of the participant’s payroll deductions
credited to his or her account during such Offering will be paid to him or her
as soon as practicable after receipt of his or her notice of withdrawal, and no
further payroll deductions will be made from his or her pay during such
Offering.  The Participant will not be
entitled to interest on the amount in his or her account.  The Company may, at its option, treat any
attempt to borrow by an Employee on the security of his or her accumulated
payroll deductions as an election, under Section 7.2, to withdraw such
deductions.


 


8.2                                 Effect on Subsequent
Participation.  A participant’s withdrawal from any Offering
will not have any effect upon his or her eligibility to participate in any succeeding Offering
or in any similar plan which may hereafter be adopted by the Company.


 


8.3                                 Termination of Employment.  Upon termination of the participant’s
employment for any reason, including retirement and death, the Company shall withdraw all of the
payroll deductions credited to the participant’s account under the Plan and
provide the participant, or the participant’s beneficiary (as defined in Section 12.1)
in the case of his or her death subsequent to the termination of his or her
employment, with a cash payment equal to the amount of payroll deductions
credited to the participant’s account under the Plan prior to the date of
termination.


 


8.4                                 Leave of Absence.  A participant on leave of absence shall,
subject to the election made by the participant pursuant to Section 5.4, continue to
be a participant in the Plan so long as such participant is on continuous leave
of absence.  A participant who has been
on leave of absence for more than 90 days and who therefore is not an Employee
for the purpose of the Plan shall not be entitled to participate in any
offering commencing after the 90th day of such leave of absence.  Notwithstanding any other provisions of the
Plan, unless a participant on leave of absence returns to regular full-time or
part-time employment with the Company at the earlier of: (a) the termination of
such leave of absence or (b) three months from the 90th day of such leave of
absence, the participant’s participation in the Plan shall terminate on
whichever of such dates first occurs.


 


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ARTICLE 9.  – 
INTEREST


 


9.1                                 Payment of Interest.  No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any participant.


 


ARTICLE 10.  – 
STOCK


 


10.1                           Maximum Shares.  The maximum number of shares which shall be
issued under the Plan, subject to adjustment upon changes in capitalization
of the Company as provided in Section 12.4 shall be 100,000 shares in each
quarterly Offering plus in each Offering all unissued shares from prior
Offerings, not to exceed 1,000,000 shares for all Offerings.  If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with Article VI
exceeds the maximum number of shares for the applicable Offering, the Company
shall make a pro rata allocation of the shares available for delivery and
distribution in as nearly a uniform manner as shall be practicable and as it
shall determine to be equitable, and the balance of payroll deductions credited
to the account of each participant under the Plan shall be returned to him or
her as soon as practicable.


 


10.2                           Participant’s Interest in Option
Stock.  The participant will have no interest in
stock covered by the option until such option has been exercised.


 


10.3                           Registration of Stock.  Stock to be delivered to a participant under
the Plan will be registered in the name of the participant, or, if the
participant so directs by written notice to the Company’s benefits department
prior to the Offering Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the participant,
as joint tenants with rights of survivorship or as tenants by the entireties,
to the extent permitted by applicable law.


 


10.4                           Restrictions on Exercise.  The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that the shares of Common
Stock reserved for issuance upon the exercise of the option shall have been
duly listed, upon official notice of issuance, upon a stock exchange, and that
either:


 


(a)                                  a Registration Statement under
the Securities Act of 1933, as amended, with respect to said shares shall be
effective, or


 


(b)                                 the participant shall have
represented at the time of purchase, in form and substance satisfactory to the
Company, that it is his or her intention to purchase the shares for investment
and not for resale or distribution.


 


ARTICLE 11.  – 
ADMINISTRATION


 


11.1                           Appointment of Committee.  The compensation committee (the “Committee”)
of the Board of Directors shall administer the Plan. 
No member of the Committee shall be eligible to purchase stock under the
Plan.


 


11.2                           Authority of Committee.  Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan.  The Committee’s determination on the
foregoing matters shall be conclusive.


 


5





















 


11.3                           Rules Governing the
Administration of the Committee.  The Board of
Directors may from time to time appoint members of the Committee in substitution for or in addition
to members previously appointed and may fill vacancies, however caused, in the
Committee.  The Committee may select one
of its members as its Chairman and shall hold its meetings at such times and
places as it shall deem advisable and may hold telephonic meetings.  A majority of its members shall constitute a
quorum.  All determinations of the
Committee shall be made by a majority of its members.  The Committee may correct any defect or
omission or reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable.  Any
decision or determination reduced to writing and signed by a majority of the
members of the Committee shall be as fully effective as if it had been made by
a majority vote at a meeting duly called and held.  The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.


 


ARTICLE 12.  – 
MISCELLANEOUS


 


12.1                           Designation of Beneficiary.  A participant’s beneficiary shall be his or
her estate.  The executor or
administrator of the
estate of the participant shall receive any cash due in accordance with Section 8.3
election.  If no executor or
administrator has been appointed (to the knowledge of the Company), the
Company, in its sole discretion, may deliver the cash to the spouse or to any
one or more dependents of the participant as the Company may designate.


 


12.2                           Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option or to
receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution.  Any
such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 7.2.


 


12.3                           Use of Funds.  All payroll deductions received or held by
the Company under this Plan may be used by the Company for any corporate
purpose and the Company shall not be obligated to segregate such payroll
deductions.


 


12.4                           Adjustment Upon Changes in
Capitalization.


 


(a)                                  If, while any options are
outstanding, the outstanding shares of Common Stock of the Company have
increased, decreased, changed into, or been exchanged for a different number or
kind of shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are subject to purchase under outstanding
options and on the option exercise price or prices applicable to such
outstanding options.  In addition, in any
such event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately
adjusted.  No adjustments shall be made
for stock dividends.  For the purposes of
this section, any distribution of shares to shareholders in an amount
aggregating 20% or more of the outstanding shares shall be deemed a stock split
and any distributions of shares aggregating less than 20% of the outstanding
shares shall be deemed a stock dividend.


 


(b)                                 Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation
of the Company with one or more corporations as a result of which the Company
is not the surviving corporation, or upon a sale of substantially all 


 


6





















 


of the property or stock of the Company to another corporation, the
holder of each option then outstanding under the Plan will thereafter be
entitled to receive at the next Offering Termination Date upon the exercise of
such option for each share as to which such option shall be exercised, as
nearly as reasonably may be determined, the cash, securities and/or property
which a holder of one share of the Common Stock was entitled to receive upon
and at the time of such transaction.  The
Board of Directors shall take such steps in connection with such transactions
as the Board of Directors shall deem necessary to assure that the provisions of
this Section 12.4 shall thereafter be applicable, as nearly as reasonably
may be determined, in relation to the said cash, securities and/or property as
to which such holder of such option might thereafter be entitled to receive.


 


12.5                           Amendment and Termination.  The Board of Directors shall have complete
power and authority to terminate or amend the Plan; provided, however, that the Board of
Directors shall not, without the approval of the stockholders of the
Corporation (i) increase the maximum number of shares which may be issued under
any Offering (except pursuant to Section 12.4); (ii) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan or permit the members of the Committee to purchase stock under the
Plan.  No termination, modification, or
amendment of the Plan may, without the consent of an Employee then having an
option under the Plan to purchase stock, adversely affect the rights of such
Employee under such option.


 


12.6                           Effective Date.  The Plan shall become effective as of March 1,
2000, subject to approval by the holders of the majority of the Common Stock
present and represented at a special or annual meeting of the shareholders held
on or before March 1, 2001.  If the
Plan is not so approved, the Plan shall not become effective.


 


12.7                           No Employment Rights.  The Plan does not, directly or indirectly,
create any right to continuation of employment by the Company, and it shall not be
deemed to interfere in any way with the Company’s right to terminate, or
otherwise modify, an employee’s employment at any time.


 


12.8                           Disqualifying Dispositions.  If shares acquired by exercise of an option
granted under the Plan are disposed of within two years following the date of grant of the option
or one year following the transfer of the shares to the Employee (a
“Disqualifying Disposition”), the holder of the shares shall, immediately prior
to such Disqualifying Disposition, notify the Company in writing of the date
and terms of such Disqualifying Disposition and provide such other information
regarding the Disqualifying Disposition as the Company may reasonably require.


 


12.9                           Withholding Taxes.  Each Employee participating in the plan shall
indemnify, to the extent permitted by applicable law, the Company with respect to
any applicable Federal, state and local withholding taxes and employment taxes
which result from the acquisition and/or disposition of stock under the Plan,
and shall remit to the Company in cash the amount of any such taxes upon
request by the Company.


 


12.10                     Effect of Plan.  The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all successors of
each Employee participating in the Plan, including, without limitation, the
employee’s estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such employee.


 


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12.11                     Governing Law. 
The law of the State of Delaware will govern all matters relating to
this Plan except to the extent it is superseded by the laws of the United
States.


 


 


Amended and Restated

as of April 1, 2005


 


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