exv10w3






Exhibit 10.3




McAFEE, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

(as amended April 27, 2009)




     1. Establishment, Purpose and Term of Plan.



          1.1 Establishment. The McAfee, Inc. 2002 Employee Stock Purchase Plan (the “Plan”) was
established effective as of April 10, 2002 (the “Effective Date”) and was amended and restated as
of April 7, 2005, with the increase of one million shares to the total number of shares reserved
for issuance under the Plan on such date subject to approval by the Company’s stockholders at the
annual meeting being held on May 25, 2005.




          1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing an incentive to attract, retain and reward Eligible Employees of the
Participating Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. The Plan provides such Eligible Employees with
an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the
Code (including any amendments or replacements of such section), and the Plan shall be so
construed. In addition, this Plan authorizes the grant of Purchase Rights which do not qualify
under Section 423 of the Code pursuant to rules, procedures or sub-plans adopted by the Board
designed to achieve desired tax or other objectives in particular locations outside the United
States.




          1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by
the Board or the date on which all of the shares of Stock available for issuance under the Plan
have been issued.




     2. Definitions and Construction.



          2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of
Section 423 of the Code shall have the same definition herein. Whenever used herein, the following
terms shall have their respective meanings set forth below:




               (a) “Board” means the Board of Directors of the Company. If one or more Committees have been
appointed by the Board to administer the Plan, “Board” also means such Committee(s).



               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



               (c) “Committee” means a committee of the Board duly appointed to administer the Plan and
having such powers as specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to amend or terminate the Plan at any time, subject to the
terms of the Plan and any applicable limitations imposed by law.



 









 





               (d) “Company” means McAfee, Inc., a Delaware corporation, or any successor corporation
thereto.



               (e) “Compensation” means, with respect to any Offering Period, all amounts paid in cash and
includable as “wages” subject to tax under section 3101(a) of the Code without applying the dollar
limitation of section 3121(a) of the Code or, for Participants outside the United States,
equivalent amounts as determined by the Board. Accordingly, Compensation may include, without
limitation, salaries, commissions, bonuses, overtime, and salary deferrals under section 401(k) of
the Code. Compensation shall be limited to amounts actually payable in cash directly to the
Participant or deferred by the Participant during the Offering Period. Compensation shall not
include reimbursements of expenses, allowances, or any amount deemed received without the actual
transfer of cash or any amounts directly or indirectly paid pursuant to the Plan or any other stock
purchase or stock option plan, or any other compensation not included above.



               (f) “Eligible Employee” means an Employee who meets the requirements set forth in Section 5
for eligibility to participate in the Plan.



               (g) “Employee” means a person treated as an employee of a Participating Company for purposes
of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either
upon an actual termination of employment or upon the corporation employing the Participant ceasing
to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have
ceased to be an Employee while on any military leave, sick leave, or other bona fide leave of
absence approved by the Company of ninety (90) days or less. If an individual’s leave of absence
exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the
ninety-first (91st) day of such leave unless the individual’s right to reemployment with the
Participating Company Group is guaranteed either by statute or by contract.



               (h) “Fair Market Value” means, as of any date:



                    (a) If the Stock is then listed on a national or regional securities exchange or market system
or is regularly quoted by a recognized securities dealer, the closing sale price of a share of
Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted
on the Nasdaq National Market, the Nasdaq SmallCap Market or such other national or regional
securities exchange or market system constituting the primary market for the Stock, or by such
recognized securities dealer, as reported in The Wall Street Journal or such other source
as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has
traded on such securities exchange or market system or has been quoted by such securities dealer,
the date on which the Fair Market Value is established shall be the last day on which the Stock was
so traded or quoted prior to the relevant date, or such other appropriate day as determined by the
Board, in its discretion.



     (b) If, on the relevant date, the Stock is not then listed on a national or regional
securities exchange or market system or regularly quoted by a recognized securities dealer, the
Fair Market Value of a share of Stock shall be as determined in good faith by the Board.



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               (i) “Offering” means an offering of Stock as provided in Section 6.1.



               (j) “Offering Date” means, for any Offering, the first day of the Offering Period.



               (k) “Offering Period” means a period established in accordance with Section 6.



               (l) “Parent Corporation” means any present or future “parent corporation” of the Company, as
defined in Section 424(e) of the Code.



               (m) “Participant” means an Eligible Employee who has become a participant in an Offering
Period in accordance with Section 7 and remains a participant in accordance with the Plan.



               (n) “Participating Company” means the Company or any Parent Corporation or Subsidiary
Corporation designated by the Board as a corporation the Employees of which may, if Eligible
Employees, participate in the Plan. The Board shall have the sole and absolute discretion to
determine from time to time which Parent Corporations or Subsidiary Corporations shall be
Participating Companies.



               (o) “Participating Company Group” means, at any point in time, the Company and all other
corporations collectively which are then Participating Companies.



               (p) “Purchase Date” means, for any Offering Period or Purchase Period, the last day of such
period.



               (q) “Purchase Period” means a period established in accordance with Section 6.2.



               (r) “Purchase Price” means the price at which a share of Stock may be purchased under the
Plan, as determined in accordance with Section 9.



               (s) “Purchase Right” means an option granted to a Participant pursuant to the Plan to purchase
such shares of Stock as provided in Section 8, which the Participant may or may not exercise during
the Offering Period in which such option is outstanding. Such option arises from the right of a
Participant to withdraw any accumulated payroll deductions of the Participant not previously
applied to the purchase of Stock under the Plan and to terminate participation in the Plan at any
time during an Offering Period.



               (t) “Stock” means the common stock of the Company, as adjusted from time to time in accordance
with Section 4.2.



               (u) “Subscription Agreement” means a written agreement in such form as specified by the
Company, stating an Employee’s election to participate in the Plan and authorizing payroll
deductions under the Plan from the Employee’s Compensation.



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               (v) “Subscription Date” means the last business day prior to the Offering Date of an Offering
Period or such earlier date as the Company shall establish.



               (w) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code.



          2.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated
by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.




     3. Administration.



          3.1 Administration by the Board. The Plan shall be administered by the Board. All questions
of interpretation of the Plan, of any form of agreement or other document employed by the Company
in the administration of the Plan, or of any Purchase Right shall be determined by the Board, and
such determinations shall be final, binding and conclusive upon all persons having an interest in
the Plan or the Purchase Right, unless fraudulent or made in bad faith. Subject to the provisions
of the Plan, the Board shall determine all of the relevant terms and conditions of Purchase Rights;
provided, however, that all Participants granted Purchase Rights pursuant to an Offering which are
intended to comply with Section 423 of the Code shall have the same rights and privileges within
the meaning of Section 423(b)(5) of the Code. Any and all actions, decisions and determinations
taken or made by the Board in the exercise of its discretion pursuant to the Plan or any agreement
thereunder (other than determining questions of interpretation pursuant to the second sentence of
this Section 3.1) shall be final, binding and conclusive upon all persons having an interest
therein.




          3.2 Authority of Officers. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, determination or election that
is the responsibility of or that is allocated to the Company herein, provided that the officer has
apparent authority with respect to such matter, right, obligation, determination or election.




          3.3 Policies and Procedures Established by the Company. The Company may, from time to time,
consistent with the Plan and the requirements of Section 423 of the Code, establish, change or
terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its discretion, for the proper administration of the Plan, including,
without limitation, (a) a minimum payroll deduction amount required for participation in an
Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll
deduction during an Offering, (c) an exchange ratio applicable to amounts withheld in a currency
other than United States dollars, (d) a payroll deduction greater than or less than the amount
designated by a Participant in order to adjust for the Company’s delay or mistake in processing a
Subscription Agreement or in otherwise effecting a Participant’s election under the Plan or as
advisable to comply with the requirements of Section 423 of the Code, and (e) determination of the
date and manner by which the Fair Market Value of a share of Stock is determined for purposes of
administration of the Plan. All such actions by the Company shall be




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taken consistent with the requirement under Section 423(b)(5) of the Code that all
Participants granted Purchase Rights pursuant to an Offering (which are intended to comply with the
requirements of Section 423 of the Code) shall have the same rights and privileges within the
meaning of such section.




          3.4 Indemnification. In addition to such other rights of indemnification as they may have as
members of the Board or officers or employees of the Participating Company Group, members of the
Board and any officers or employees of the Participating Company Group to whom authority to act for
the Board or the Company is delegated shall be indemnified by the Company against all reasonable
expenses, including attorneys’ fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal therein, to which they
or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action, suit or proceeding
that such person is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense
to handle and defend the same.




     4. Shares Subject to Plan.



          4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the
maximum aggregate number of shares of Stock that may be issued under the Plan shall be 8,000,000,
and shall consist of authorized but unissued or reacquired shares of Stock, or any combination
thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the
shares of Stock allocable to the unexercised portion of that Purchase Right shall again be
available for issuance under the Plan.




          4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification or similar change in
the capital structure of the Company, or in the event of any merger (including a merger effected
for the purpose of changing the Company’s domicile), sale of assets or other reorganization in
which the Company is a party, appropriate adjustments shall be made in the number and class of
shares subject to the Plan and each Purchase Right, and in the Purchase Price. If a majority of
the shares of the same class as the shares subject to outstanding Purchase Rights are exchanged
for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event)
shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding
Purchase Rights to provide that such Purchase Rights are exercisable for New Shares. In the event
of any such amendment, the number of shares subject to, and the Purchase Price of, the outstanding
Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Board, in
its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment
pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may
the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject
to the Purchase Right. The




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adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive.



     5. Eligibility.



          5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible
to participate in the Plan and shall be deemed an Eligible Employee, except the following excluded
employees: (a) any Employee who has not completed thirty (30) days of continuous employment with a
Participating Company as of the Offering Date, or (b) any Employee who is customarily employed by
the Participating Company Group for less then twenty (20) hours per week unless, for Participants
outside the United States, such exclusion is not permitted under foreign law.




          5.2 Exclusion of Certain Stockholders. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be treated as an Eligible Employee and granted a Purchase Right under
the Plan if, immediately after such grant, the Employee would own or hold options to purchase stock
of the Company or of any Parent Corporation or Subsidiary Corporation possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of such corporation, as
determined in accordance with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the
attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of
such Employee.




          5.3 Determination by Company. The Company shall determine in good faith and in the exercise
of its discretion whether an individual has become or has ceased to be an Employee or an Eligible
Employee and the effective date of such individual’s attainment or termination of such status, as
the case may be. For purposes of an individual’s participation in or other rights, if any, under
the Plan as of the time of the Company’s determination, all such determinations by the Company
shall be final, binding and conclusive, notwithstanding that the Company or any court of law or
governmental agency subsequently makes a contrary determination.




     6. Offerings.



          6.1 Offering Periods. With respect to Offering Periods commencing prior to August 1, 2005,
the Plan was implemented by sequential and overlapping Offerings of approximately twenty four (24)
months’ duration. Commencing with the Offering Period starting August 1, 2005, the Plan shall be
implemented by sequential Offering Periods of approximately six (6) months duration; provided,
however, that outstanding Offering Periods that commenced prior to August 1, 2005 will continue
until the end of such twenty-four (24) month Offering Periods. Commencing with the Offering Period
starting August 1, 2005, Offering Periods shall commence on or about August 1 and February 1 of
each year and end on the or about the last day of the following January or July, respectively,
occurring thereafter. Notwithstanding the foregoing, the Board may establish a different duration
for one or more Offering Periods or different commencing or ending dates for such Offering Periods;
provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months.
If the first or last day of an Offering Period is not a day on which the national securities
exchanges




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or Nasdaq Stock Market are open for trading, the Company shall specify the trading day that
will be deemed the first or last day, as the case may be, of the Offering Period.




          6.2 Purchase Periods. Each Offering Period prior to the Offering Period commencing August 1,
2005 shall consist of four (4) consecutive purchase periods of approximately six (6) months
duration, or such other number or duration as the Board shall determine (individually, a “Purchase
Period”). A Purchase Period commencing on or about February 1 shall end on or about the next July
31. A Purchase Period commencing on or about August 1 shall end on or about the next January 31.
Notwithstanding the foregoing, the Board may establish a different duration for one or more
Purchase Periods or different commencing or ending dates for such Purchase Periods. If the first
or last day of a Purchase Period is not a day on which the national securities exchanges or Nasdaq
Stock Market are open for trading, the Company shall specify the trading day that will be deemed
the first or last day, as the case may be, of the Purchase Period.




     7. Participation in the Plan.



          7.1 Initial Participation. An Eligible Employee may become a Participant in an Offering
Period by delivering a properly completed Subscription Agreement to the office designated by the
Company not later than the close of business for such office on the Subscription Date established
by the Company for that Offering Period. An Eligible Employee who does not deliver a properly
completed Subscription Agreement to the Company’s designated office on or before the Subscription
Date for an Offering Period shall not participate in the Plan for that Offering Period or for any
subsequent Offering Period unless the Eligible Employee subsequently delivers a properly completed
Subscription Agreement to the appropriate office of the Company on or before the Subscription Date
for such subsequent Offering Period. An Employee who becomes an Eligible Employee after the
Offering Date of an Offering Period shall not be eligible to participate in that Offering Period
but may participate in any subsequent Offering Period provided the Employee is still an Eligible
Employee as of the Offering Date of such subsequent Offering Period.




          7.2 Continued Participation. A Participant shall automatically participate in the next
Offering Period commencing immediately after the final Purchase Date of each Offering Period in
which the Participant participates provided that the Participant remains an Eligible Employee on
the Offering Date of the new Offering Period and has not either (a) withdrawn from the Plan
pursuant to Section 12.1 or (b) terminated employment as provided in Section 13. A Participant who
may automatically participate in a subsequent Offering Period, as provided in this Section, is not
required to deliver any additional Subscription Agreement for the subsequent Offering Period in
order to continue participation in the Plan. However, a Participant may deliver a new Subscription
Agreement for a subsequent Offering Period in accordance with the procedures set forth in Section
7.1 if the Participant desires to change any of the elections contained in the Participant’s then
effective Subscription Agreement.




     8. Right to Purchase Shares.



          8.1 Grant of Purchase Right. Except as otherwise specified by the Board prior to the Offering
Date of an Offering Period, on the Offering Date of each Offering Period,





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each Participant in that Offering Period shall be granted automatically a Purchase Right
consisting of an option to purchase the lesser of (a) that number of whole shares of Stock
determined by dividing Fifty Thousand Dollars ($50,000) by the Fair Market Value of a share of
Stock on such Offering Date or (b) ten thousand (10,000) shares of Stock. No Purchase Right shall
be granted on an Offering Date to any person who is not, on such Offering Date, an Eligible
Employee.




          8.2 Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the
contrary, no Participant shall be granted a Purchase Right which permits his or her right to
purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such
Participant’s rights to purchase shares under all other employee stock purchase plans of a
Participating Company intended to meet the requirements of Section 423 of the Code, exceeds
Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other limit, if any, as may be
imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any
time. For purposes of the preceding sentence, the Fair Market Value of shares purchased during a
given Offering Period shall be determined as of the Offering Date for such Offering Period. The
limitation described in this Section shall be applied in conformance with applicable regulations
under Section 423(b)(8) of the Code.




     9. Purchase Price.



          The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the
exercise of all or any portion of a Purchase Right shall be established by the Board; provided,
however, that the Purchase Price on each Purchase Date shall not be less than eighty-five percent
(85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the
Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. Unless
otherwise provided by the Board prior to the commencement of an Offering Period, the Purchase Price
on each Purchase Date during that Offering Period shall be eighty-five percent (85%) of the lesser
of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period, or
(b) the Fair Market Value of a share of Stock on the Purchase Date.




     10. Accumulation of Purchase Price through Payroll Deduction.



          Shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right
may be paid for by means of payroll deductions from the Participant’s Compensation accumulated
during the Offering Period for which such Purchase Right was granted or, if authorized by the Board
for Participants outside the United States, by means of contribution other than payroll deductions,
subject to the following:




          10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be
deducted under the Plan from a Participant’s Compensation on each payday during an Offering Period
shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall
set forth the percentage of the Participant’s Compensation to be deducted on each payday during an
Offering Period in whole percentages of not less than one percent (1%) (except as a result of an
election pursuant to Section 10.3 to stop payroll deductions



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effective following the first payday during an Offering) or more than ten percent (10%). The
Board may change the foregoing limits on payroll deductions effective as of any Offering Date.




          10.2 Commencement of Payroll Deductions. Payroll deductions shall commence on the first
payday following the Offering Date and shall continue to the end of the Offering Period unless
sooner altered or terminated as provided herein.




          10.3 Election to Change or Stop Payroll Deductions. During an Offering Period, a Participant
may elect to increase or decrease the rate of or to stop deductions from his or her Compensation by
delivering to the Company’s designated office an amended Subscription Agreement authorizing such
change on or before the Change Notice Date, as defined below. A Participant who elects, effective
following the first payday of an Offering Period, to decrease the rate of his or her payroll
deductions to one percent (1%) shall nevertheless remain a Participant in the current Offering
Period unless such Participant withdraws from the Plan as provided in Section 12.1. The “Change
Notice Date” shall be the day immediately prior to the beginning of the first pay period for which
such election is to be effective, unless a different date is established by the Company and
announced to the Participants.




          10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole
discretion, suspend a Participant’s payroll deductions under the Plan as the Company deems
advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be
anticipated to purchase the maximum number of shares of Stock permitted (a) under the Participant’s
Purchase Right or (b) during a calendar year under the limit set forth in Section 8.2. Payroll
deductions shall be resumed at the rate specified in the Participant’s then effective Subscription
Agreement at the beginning, respectively, of (I) the next Offering Period the first Purchase Date
of which falls in the following calendar year, provided that the individual is a Participant in
such Offering Period or (II) with respect to a 24 month Offering Period only, the next Purchase
Period the Purchase Date of which falls in the following calendar year, unless the Participant has
either withdrawn from the Plan as provided in Section 12.1 or has ceased to be an Eligible
Employee.




          10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant’s Compensation shall be credited to such
Participant’s Plan account and shall be deposited with the general funds of the Company unless
prohibited by foreign law for Participants outside the United States. All payroll deductions
received or held by the Company may be used by the Company for any corporate purpose.




          10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s
Compensation pursuant to the Plan unless required by foreign law for Participants outside the
United States; provided, however, that upon a determination by the Company’s Board, the Company may
elect to pay interest (without an obligation to do so) on sums previously deducted from a
Participant’s Compensation in the event that the Company unilaterally returns such sums to the
Participant prior to the end of a Purchase Period




          10.7 Voluntary Withdrawal from Plan Account. A Participant may withdraw all of the payroll
deductions credited to his or her Plan account and not previously




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applied toward the purchase of Stock by delivering to the Company’s designated office a
written notice on a form provided by the Company for such purpose. Amounts withdrawn shall be
returned to the Participant as soon as practicable after the Company’s receipt of the notice of
withdrawal and may not be applied to the purchase of shares in any Offering under the Plan. The
Company may from time to time establish or change limitations on the frequency of withdrawals
permitted under this Section, establish a minimum dollar amount that must be retained in the
Participant’s Plan account, or terminate the withdrawal right provided by this Section.




     11. Purchase of Shares.



          11.1 Exercise of Purchase Right. On each Purchase Date of an Offering Period, each
Participant who has not withdrawn from the Plan and whose participation in the Offering has not
otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise
of the Participant’s Purchase Right the number of whole shares of Stock determined by dividing (a)
the total amount of the Participant’s payroll deductions accumulated in the Participant’s Plan
account during the Offering Period and not previously applied toward the purchase of Stock by (b)
the Purchase Price. However, in no event shall the number of shares purchased by the Participant
during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right.
No shares of Stock shall be purchased on a Purchase Date on behalf of a Participant whose
participation in the Offering or the Plan has terminated before such Purchase Date.




          11.2 Pro Rata Allocation of Shares. If the number of shares of Stock which might be purchased
by all Participants in the Plan on a Purchase Date exceeds the number of shares of Stock available
in the Plan as provided in Section 4.1, the Company shall make a pro rata allocation of the
remaining shares in as uniform a manner as practicable and as the Company determines to be
equitable. Any fractional share resulting from such pro rata allocation to any Participant shall
be disregarded.




          11.3 Delivery of Certificates. As soon as practicable after each Purchase Date, the Company
shall arrange the delivery to each Participant of a certificate representing the shares acquired by
the Participant on such Purchase Date; provided that the Company may deliver such shares to a
broker designated by the Company that will hold such shares for the benefit of the Participant.
Shares to be delivered to a Participant under the Plan shall be registered in the name of the
Participant, or, if requested by the Participant, in the name of the Participant and his or her
spouse, or, if applicable, in the names of the heirs of the Participant.




          11.4 Return of Cash Balance. Any cash balance remaining in a Participant’s Plan account
following any Purchase Date shall be refunded to the Participant as soon as practicable after such
Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the
preceding sentence is less than the amount that would have been necessary to purchase an additional
whole share of Stock on such Purchase Date, the Company may retain the cash balance in the
Participant’s Plan account to be applied toward the purchase of shares of Stock in the subsequent
Purchase Period or Offering Period, as the case may be.




          11.5 Tax Withholding. At the time a Participant’s Purchase Right is granted or exercised, in
whole or in part, or at the time a Participant disposes of some or all of the shares




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of Stock he or she acquires under the Plan, the Participant shall make adequate provision for
the federal, state, local and foreign income, social insurance and other payroll tax withholding
obligations, if any, of the Participating Company Group which arise upon the grant or exercise of
the Purchase Right or upon such disposition of shares, respectively. The Participating Company
Group may, but shall not be obligated to, withhold from the Participant’s compensation the amount
necessary to meet such withholding obligations.




          11.6 Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining
unexercised after the end of the Offering Period to which the Purchase Right relates shall expire
immediately upon the end of the Offering Period.




          11.7 Provision of Reports and Stockholder Information to Participants. Each Participant who
has exercised all or part of his or her Purchase Right shall receive, as soon as practicable after
the Purchase Date, a report of such Participant’s Plan account setting forth the total payroll
deductions accumulated prior to such exercise, the number of shares of Stock purchased, the
Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining
immediately after such purchase that is to be refunded or retained in the Participant’s Plan
account pursuant to Section 11.4. The report required by this Section may be delivered in such
form and by such means, including by electronic transmission, as the Company may determine. In
addition, each Participant shall be provided information concerning the Company equivalent to that
information provided generally to the Company’s common stockholders.




     12. Withdrawal from Plan or Offering.



          12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing
and delivering to the Company’s designated office a written notice of withdrawal on a form provided
by the Company for this purpose. Such withdrawal may be elected at any time prior to the end of an
Offering Period; provided, however, that if a Participant withdraws from the Plan after a Purchase
Date, the withdrawal shall not affect shares of Stock acquired by the Participant on such Purchase
Date. A Participant who voluntarily withdraws from the Plan is prohibited from resuming
participation in the Plan in the same Offering from which he or she withdrew, but may participate
in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company
may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file
with the Company’s designated office for a reasonable period prior to the effectiveness of the
Participant’s withdrawal.




          12.2 Automatic Withdrawal from an Offering Period. With respect to twenty-four month Offering
Periods only, if the Fair Market Value of a share of Stock on the first day of an Offering Period
is higher than the Fair Market Value of a share of Stock on the first day of any subsequent
Purchase Period, then every Participant automatically shall be (a) withdrawn from such Offering
after the acquisition of shares of Stock on the Purchase Date of that Offering Period and (b)
enrolled in the new Offering commencing immediately following such Purchase Date. A Participant
may elect not to be automatically withdrawn from an Offering pursuant to this Section 12.2 by
delivering to the Company’s designated office not later than the close of business on the Purchase
Date a written notice indicating such election.




11









 





          12.3 Return of Payroll Deductions. Upon a Participant’s voluntary withdrawal from the Plan
pursuant to Section 12.1 or automatic withdrawal from an Offering pursuant to Section 12.2, the
Participant’s accumulated payroll deductions which have not been applied toward the purchase of
shares of Stock (except, in the case of an automatic withdrawal pursuant to Section 12.2, for an
amount necessary to purchase an additional whole share of Stock as provided in Section 11.4) shall
be refunded to the Participant as soon as practicable after the withdrawal, without the payment of
any interest, and the Participant’s interest in the Plan or the Offering, as applicable, shall
terminate. Such accumulated payroll deductions to be refunded in accordance with this Section may
not be applied to any other Offering under the Plan.




     13. Termination of Employment or Eligibility.



          Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating
Company Group for any reason, including retirement, disability or death, or upon the failure of a
Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall
terminate immediately. In such event, the Participant’s accumulated payroll deductions which have
not been applied toward the purchase of shares shall, as soon as practicable, be returned to the
Participant or, in the case of the Participant’s death, to the Participant’s beneficiary designated
in accordance with Section 20, if any, or legal representative, and all of the Participant’s rights
under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this
Section 13 unless required by foreign law for Participants outside the United States. A
Participant whose participation has been so terminated may again become eligible to participate in
the Plan by satisfying the requirements of Sections 5 and 7.1.




     14. Change in Control.



          14.1 Definitions.




               (a) An “Ownership Change Event” shall be deemed to have occurred if any of the following
occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or
series of related transactions by the stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or
(iv) a liquidation or dissolution of the Company.



               (b) A “Change in Control” shall mean an Ownership Change Event or a series of related
Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company
immediately before the Transaction do not retain immediately after the Transaction, in
substantially the same proportions as their ownership of shares of the Company’s voting stock
immediately before the Transaction, direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding voting securities of the
Company or, in the case of a Transaction described in Section 14.1(a)(iii), the corporation or
other business entity to which the assets of the Company were transferred (the “Transferee”), as
the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting securities of one
or more corporations or other business entities



12









 







which own the Company or the Transferee, as the case may be, either directly or through one or
more subsidiary corporations or other business entities. The Board shall have the right to
determine whether multiple sales or exchanges of the voting securities of the Company or multiple
Ownership Change Events are related, and its determination shall be final, binding and conclusive.



          14.2 Effect of Change in Control on Purchase Rights. In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or other business entity or parent
thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of any
Participant, assume the Company’s rights and obligations under the Plan. If the Acquiring
Corporation elects not to assume the Company’s rights and obligations under the Plan, the Purchase
Date of the then current Purchase Period or Offering Period shall be accelerated to a date before
the date of the Change in Control specified by the Board, but the number of shares of Stock subject
to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither
assumed by the Acquiring Corporation in connection with the Change in Control nor exercised as of
the date of the Change in Control shall terminate and cease to be outstanding effective as of the
date of the Change in Control.




     15. Nontransferability of Purchase Rights.



          Neither payroll deductions credited to a Participant’s Plan account nor a Participant’s
Purchase Right may be assigned, transferred, pledged or otherwise disposed of in any manner other
than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary
designation pursuant to Section 20 shall not be treated as a disposition for this purpose.) 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 from the Plan as provided in Section
12.1. A Purchase Right shall be exercisable during the lifetime of the Participant only by the
Participant.




     16. Compliance with Securities Law.



          The issuance of shares under the Plan shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities. A Purchase Right
may not be granted or exercised if the grant of such Purchase Right or issuance of shares upon
exercise would constitute a violation of any applicable federal, state or foreign securities laws
or other law or regulations or the requirements of any securities exchange or market system upon
which the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a
registration statement under the Securities Act of 1933, as amended, shall at the time of exercise
of the Purchase Right be in effect with respect to the shares issuable upon exercise of the
Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon
exercise of the Purchase Right may be issued in accordance with the terms of an applicable
exemption from the registration requirements of said Act. The inability of the Company to obtain
from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve
the Company of any liability in respect of the failure to grant such Purchase Right or sell such
shares as to which such requisite authority shall not have been obtained. As a condition to the
grant or exercise of a Purchase Right, the Company may require the Participant



13









 






to satisfy any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation, and to make any representation or warranty with respect
thereto as may be requested by the Company.




     17. Rights As a Stockholder and Employee.



          A Participant shall have no rights as a stockholder by virtue of the Participant’s
participation in the Plan until the date of the issuance of a certificate for the shares purchased
pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 4.2. Nothing herein shall
confer upon a Participant any right to continue in the employ of the Participating Company Group or
interfere in any way with any right of the Participating Company Group to terminate the
Participant’s employment at any time.




     18. Legends.



          The Company may at any time place legends or other identifying symbols referencing any
applicable federal, state or foreign securities law restrictions or any provision convenient in the
administration of the Plan on some or all of the certificates representing shares of Stock issued
under the Plan. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to a Purchase Right in the
possession of the Participant in order to carry out the provisions of this Section. Unless
otherwise specified by the Company, legends placed on such certificates may include but shall not
be limited to the following:



“THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER
UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE
UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES
EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE
REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN
THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).”




     19. Notification of Disposition of Shares.



          The Company may require the Participant to give the Company prompt notice of any disposition
of shares acquired by exercise of a Purchase Right. The Company may require that until such time
as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant
shall hold all such shares in the Participant’s name (or, if elected by the Participant, in the
name of the Participant and his or her spouse but not in the name of any nominee) until the later
of two years after the date of grant of such Purchase Right or one year after the date of exercise
of such Purchase Right. The Company may direct that the certificates



14









 






evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give
prompt notice of disposition.




     20. Designation of Beneficiary.



          20.1 Designation Procedure. Unless otherwise restricted by the Board for participants outside
the United States, a Participant may file a written designation of a beneficiary who is to receive
(a) shares and cash, if any, from the Participant’s Plan account if the Participant dies subsequent
to a Purchase Date but prior to delivery to the Participant of such shares and cash or (b) cash, if
any, from the Participant’s Plan account if the Participant dies prior to the exercise of the
Participant’s Purchase Right. If a married Participant designates a beneficiary other than the
Participant’s spouse, the effectiveness of such designation shall be subject to the consent of the
Participant’s spouse. A Participant may change his or her beneficiary designation at any time by
written notice to the Company.




          20.2 Absence of Beneficiary Designation. If a Participant dies without an effective
designation pursuant to Section 20.1 of a beneficiary who is living at the time of the
Participant’s death, the Company shall deliver any shares or cash credited to the Participant’s
Plan account to the Participant’s legal representative.




     21. Notices.



          All notices or other communications by a Participant to the Company under or in connection
with the 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.




     22. Amendment or Termination of the Plan.



          The Board may at any time amend or terminate the Plan, except that (a) no such amendment or
termination shall affect Purchase Rights previously granted under the Plan unless expressly
provided by the Board and (b) no such amendment or termination may adversely affect a Purchase
Right previously granted under the Plan without the consent of the Participant, except to the
extent permitted by the Plan or as may be necessary to qualify the Plan as an employee stock
purchase plan pursuant to Section 423 of the Code or to comply with any applicable law, regulation
or rule. In addition, an amendment to the Plan must be approved by the stockholders of the Company
within twelve (12) months of the adoption of such amendment if such amendment would authorize the
sale of more shares than are then authorized for issuance under the Plan or would change the
definition of the corporations that may be designated by the Board as Participating Companies.




     23. Rules for Foreign Jurisdictions.



          23.1 Special Rules or Procedures. Notwithstanding any provision to the contrary in this Plan,
the Board may adopt rules or procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures for jurisdictions outside of the
United States. Without limiting the generality of the foregoing, the Board is specifically
authorized to adopt rules and procedures regarding eligibility



15









 






to participate, the definition of Compensation, handling of payroll deductions, making of
contributions to the Plan in forms other than payroll deductions, establishment of bank or trust
accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations
to pay payroll tax, determination of beneficiary designation requirements, withholding procedures
and handling of stock certificates which vary with local requirements.




          23.2 Non-423 Plan Rules, Procedures or Sub-Plans. The Board may also adopt rules, procedures
or sub-plans applicable to particular Subsidiary Corporations or locations, which sub-plans may be
designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Sections 4.1 and 22, but
unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern
the operation of such sub-plan. To the extent inconsistent with the requirements of Section 423 of
the Code, the Purchase Rights granted under such sub-plans shall not be considered to comply with
Section 423 of the Code.





16











 





Exhibit A




List of Countries




Australia

Austria

Belgium

Brazil

Canada

Chile

Columbia

Costa Rica

Denmark

El Salvador

Finland

France

Germany

Guatemala

Hong Kong

India

Italy

Ireland

Israel

Japan

Korea

Mexico

Netherlands

Netherlands-Antilles

New Zealand

Panama

Poland

Portugal

Singapore

South Africa

Spain

Sweden

Switzerland

Taiwan

Thailand

Turkey

United Arab Emirate

United Kingdom

United States




 









 





Exhibit B




MCAFEE, INC.

AUSTRALIAN ADDENDUM TO THE

2002 EMPLOYEE STOCK PURCHASE PLAN





	1.	 	Purpose
	 
	 	 	This addendum (the “Australian Addendum”) to the McAfee, Inc. 2002 Employee Stock
Purchase Plan, as amended (the “U.S. Plan”) is hereby adopted to set forth certain rules
which, together with the provisions of the U.S. Plan (which are modified by this addendum
in certain respects to ensure compliance with the requirements of ASIC Class Order
03/184), shall govern the operation of the Plan with respect to Australian resident
employees of McAfee, Inc. (the “Company”) and its Australian Subsidiary. The Plan is
intended to comply with the provisions of the Corporations Act 2001, ASIC Policy
Statement 49 and ASIC Class Order 03/184 issued pursuant to that policy statement.
	 
	2.	 	Definitions
	 
	 	 	Except as set forth below, capitalised terms used herein shall have the meaning ascribed
to them in the U.S. Plan. In the event of any conflict between these provisions and the
U.S. Plan, these provisions shall prevail.
	 
	 	 	For the purposes of this Australian Addendum:
	 
	 	 	“ASIC” means the Australian Securities & Investments Commission;
	 
	 	 	“Associated Body Corporate” means, as determined in accordance with the Corporations Act
2001:






	 	(a)	 	a body corporate that is a related body corporate of the Company;
	 
	 	(b)	 	a body corporate that has voting power in the Company of not less than
20%; or
	 
	 	(c)	 	a body corporate in which the Company has voting power of not less than
20%;






“Australian ADI” means an Australian authorised deposit taking institution which is
regulated by the Australian Prudential Regulation Authority under the Australian Banking
Act 1959;




“Australian Subsidiary” means any Australian Associated Body Corporate, including McAfee
Australia Pty. Limited;




“Company” means McAfee, Inc.;




“Plan” means collectively the U.S. Plan and this Australian Addendum;



B-1









 






“Shares” means shares of the common stock of the Company; and




“U.S. Plan” means the McAfee, Inc. 2002 Employee Stock Purchase Plan, as amended.




	3.	 	Form of Awards
	 
	 	 	Only Shares and rights to acquire Shares shall be awarded to Australian-resident
employees under the Plan.
	 
	4.	 	Employees
	 
	 	 	The offer under the Plan must be extended only to offerees who at the time of the offer
are full or part-time employees or directors of the Company or an Australian Subsidiary.
	 
	5.	 	Form of Offer
	 
	 	 	Any offer under the Plan must be in writing (“Offer Document”) and must include or be
accompanied by a copy of the rules of the Plan.
	 
	 	 	The Company must take reasonable steps to ensure that any Australian person to whom an
offer under the Plan is made is given a copy of the Offer Document.
	 
	 	 	The Offer Document must also state the name of the Australian ADI where contributions are
held, the length of time they may be held and the rate of interest payable (if any).
	 
	 	 	The Offer Document will include a statement to the effect that any advice given by the
Company or an Australian Subsidiary in connection with the offer is general advice only,
and that Australian offerees should consider obtaining their own financial product advice
from an independent person who is licensed by ASIC to give such advice.
	 
	6.	 	Australian Dollar Equivalent of Purchase Price at Offer Date
	 
	 	 	The Offer Document must specify the Australian dollar equivalent of the Purchase Price of
the Shares offered were the Purchase Price formula applied at the date of the Offer
Document.
	 
	7.	 	Updated Purchase Price Information
	 
	 	 	The Offer Document must include an undertaking that, and an explanation of the way in
which the Company or its Australian Subsidiary must, within a reasonable period of an
employee so requesting, make available to the employee the following information:





B-2









 






(a) the Australian dollar equivalent of the current market price of shares in the same
class as the Shares to which the offer relates; and




(b) the Australian dollar equivalent of the Purchase Price as if the Purchase Price
formula were applied at the date of the employee’s request.




For the purposes of the above calculation, the current market price of a Share shall be
taken as the price published by the principal exchange on which the Share is quoted as
the closing price for the previous day on which the Share was traded on the stock market
of that exchange.




	8.	 	Exchange Rate for Australian Dollar Equivalent of the Purchase Price
	 
	 	 	For the purpose of clauses 6 and 7, the Australian dollar equivalent of the Purchase
Price and current market price of a Share shall be calculated by reference to the
Australian/U.S. dollar exchange rate published by an Australian bank on the previous
business day.
	 
	9.	 	Restriction on Capital Raising: 5% limit
	 
	 	 	In the case of an offer of Shares or options for issue under the Plan, the number of
Shares the subject of the offer or to be received on exercise of an option, when
aggregated with the Offer Shares, must not exceed 5% of the total number of issued Shares
in that class of the Company as at the time of the offer.
	 
	 	 	In calculating the Offer Shares, the following must be counted:






	 	(a)	 	the number of Shares in the same class which would be issued were each
outstanding offer or option to acquire unissued Shares, being an offer made or
option acquired pursuant to an employee share scheme extended only to employees or
directors of the Company or of Associated Bodies Corporate, to be accepted or
exercised (as the case may be); and
	 
	 	(b)	 	the number of Shares in the same class issued during the previous 5 years
pursuant to the Plan or any other employee share scheme extended only to employees
or directors of the Company or of Associated Bodies Corporate.






In calculating the Offer Shares, disregard any offer made, or option
acquired or Share issued by way or as a result of:




	 	(c)	 	an offer to a person situated at the time of receipt of the offer outside
Australia; or
	 
	 	(d)	 	an offer that was an excluded offer or invitation within the meaning of
the Corporations Law as it stood prior to 13 March 2000; or




B-3









 






	 	(e)	 	an offer that did not need disclosure to investors because of section 708
of the Corporations Act 2001; or
	 
	 	(f)	 	an offer that did not require the giving of a Product Disclosure
Statement (within the meaning of the Corporations Act 2001) because of section 1012D
of the Corporations Act 2001; or
	 
	 	(g)	 	an offer made under a disclosure document or a Product Disclosure
Statement.






	10.	 	Lodgement of Offer Document with the ASIC
	 
	 	 	A copy of the Offer Document (which need not contain details of the offer particular to
the offeree such as the identity or entitlement of the offeree) and each accompanying
document must be provided to ASIC not later than 7 days after the provision of that
material to the offeree.
	 
	11.	 	Compliance with Undertakings
	 
	 	 	The Company or an Australian Subsidiary must comply with any undertaking required to be
made in the Offer Document, such as the undertaking to provide pricing information on
request.
	 
	12.	 	No Loan or Financial Assistance
	 
	 	 	Neither the Company nor any Associated Body Corporate may offer employees any loan or
other financial assistance for the purpose of, or in connection with, the acquisition of
the Shares to which the offer relates.
	 
	13.	 	Contribution Plan
	 
	 	 	All contributions from wages or salary made in connection with participation in the Plan
must be authorised by the offeree on the same form of application which is used in
respect of the offer, or on a form that is included in or accompanies the Offer Document.
	 
	 	 	Any contributions made by an offeree as part of the Plan must be held by the Company for
the offeree in an account of an Australian ADI which is established and kept by the
Company solely for the purpose of depositing contribution moneys and other money paid by
employees for the Shares on offer under the Plan.
	 
	 	 	The Australian offeree may elect to discontinue their participation in the Plan under
procedures established under the Plan, and as soon as practicable after that election is
made, all money deposited with the Australian ADI in relation to that offeree shall be
returned.





*       *      *       *       *




B-4









 








Exhibit C




MCAFEE, INC.

SUB-PLAN TO THE

2002 EMPLOYEE STOCK PURCHASE PLAN

FOR ELIGIBLE EMPLOYEES IN THE EUROPEAN ECONOMIC AREA (“EEA”)




1. Purpose of the Sub-Plan




     (a) The Board of Directors of McAfee, Inc. (the “Company”) has established the McAfee, Inc.
Employee Stock Purchase Plan, as amended (the “Plan”), to provide Eligible Employees (as defined in
the Plan) with an opportunity to purchase common stock of the Company generally through accumulated
payroll deductions or other contributions.



     (b) Section 23.2 of the Plan specifically authorizes the Board, or a committee designated by
the Board, to adopt such rules, procedures or sub-plans relating to the operation and
administration of the Plan to accommodate specific requirements of local laws and procedures for
jurisdictions outside of the United States.



     (c) The Board via its Compensation Committee has determined that it is appropriate and
advisable to establish a sub-plan to the Plan for the purpose of complying with applicable local
laws implementing the European Union Prospectus Directive 2003/71/EC (November 4, 2003).



     (d) The rules of this sub-plan (the “Sub-Plan”) shall, together with the rules of the Plan,
govern the offering of and the participation in the Plan with respect to all Eligible Employees
located in any European Union (“EU”) Member State or European Economic Area (“EEA”) treaty adherent
state.



2. Terms of the Sub-Plan




     (a) Any capitalized term used but not defined herein shall have the meaning given to such term
in the Plan.



     (b) Notwithstanding any other provision in the Plan, in no event shall the total contributions
made by Plan participants located in EU Member States and EEA treaty adherent states for the
purchase of common stock under the Plan, when combined with the total consideration of all other
offers to the public by the Company of its common stock within any EU Member State or EEA treaty
adherent state, exceed the amount of €2,499,999 in any 12-month period. In order not to exceed
this limit, the Company reserves the right to limit the number of shares of common stock that may
be purchased by each participant to ensure that the total consideration of all offers of common
stock within any EU Member State or EEA treaty adherent state does not exceed €2,499,999 in any
12-month period. Any such limit imposed under this Sub-Plan will be applied to all participants on
similar terms and on a pro-rata basis.



     (c) Subject to the terms of the Plan, the Board or a committee appointed by the Board reserves the
right to amend or terminate the Sub-Plan, as contained herein, at any time.




C-1