exv10w17






Exhibit 10.17




F5 NETWORKS, INC

1999 EMPLOYEE STOCK PURCHASE PLAN




ORIGINALLY ADOPTED BY BOARD OF DIRECTORS APRIL 5 , 1999

ORIGINALLY APPROVED BY SHAREHOLDERS MARCH 25, 1999

AMENDMENT ADOPTED BY BOARD OF DIRECTORS JANUARY 26, 2004

AMENDMENT ADOPTED BY SHAREHOLDERS APRIL 29, 2004

SECOND AMENDMENT ADOPTED BY BOARD OF DIRECTORS JANUARY 7, 2009

SECOND AMENDMENTMENT ADOPTED BY SHAREHOLDERS MARCH 12, 2009

TERMINATION DATE: NONE




1. PURPOSE.




     (a) The purpose of the Plan is to provide a means by which Employees of the Company and
certain designated Affiliates may be given an opportunity to purchase Shares of the Company.



     (b) The Company, by means of the Plan, seeks to retain the services of such Employees, to
secure and retain the services of new Employees and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.



     (c) The Company intends that the Rights to purchase Shares granted under the Plan be
considered options issued under an “employee stock purchase plan,” as that term is defined in
Section 423(b) of the Code.



2. DEFINITIONS.




     (a) “Affiliate” means any parent corporation or subsidiary corporation, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the
Code.



     (b) “Board” means the Board of Directors of the Company.



     (c) “Code” means the United States Internal Revenue Code of 1986, as amended.



     (d) “Committee” means a Committee appointed by the Board in accordance with subparagraph 3(c)
of the Plan.



     (e) “Company” means F5 Networks, Inc., a Washington corporation.



     (f) “Director” means a member of the Board.



     (g) “Eligible Employee” means an Employee who meets the requirements set forth in the Offering
for eligibility to participate in the Offering.



     (h) “Employee” means any person, including Officers and Directors, employed by the Company or
an Affiliate of the Company. Neither service as a Director nor payment of a director’s fee shall
be sufficient to constitute “employment” by the Company or the Affiliate.



     (i) “Employee Stock Purchase Plan” means a plan that grants rights intended to be options
issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the
Code.



     (j) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



 









 





     (k) “Fair Market Value” means the value of a security, as determined in good faith by the
Board. If the security is listed on any established stock exchange or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, then, except as otherwise provided in the Offering,
the Fair Market Value of the security shall be the closing sales price (rounded up where necessary
to the nearest whole cent) for such security (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest volume of trading in
the relevant security of the Company) on the trading day prior to the relevant determination date,
as reported in The Wall Street Journal or such other source as the Board deems reliable.



     (l) “Non-Employee Director” means a Director who either (i) is not a current Employee or
Officer of the Company or its parent or subsidiary, does not receive compensation (directly or
indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or
in any capacity other than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S K promulgated pursuant to the Securities Act
(“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure
would be required under Item 404(a) of Regulation S-K, and is not engaged in a business
relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii)
is otherwise considered a “non-employee director” for purposes of Rule 16b-3.



     (m) “Offering” means the grant of Rights to purchase Shares under the Plan to Eligible
Employees.



     (n) “Offering Date” means a date selected by the Board for an Offering to commence.



     (o) “Outside Director” means a Director who either (i) is not a current employee of the
Company or an “affiliated corporation” (within the meaning of the Treasury regulations promulgated
under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated
corporation” receiving compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an “affiliated corporation” at any time, and is
not currently receiving direct or indirect remuneration from the Company or an “affiliated
corporation” for services in any capacity other than as a Director, or (ii) is otherwise considered
an “outside director” for purposes of Section 162(m) of the Code.



     (p) “Participant” means an Eligible Employee who holds an outstanding Right granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding Right granted under the
Plan.



     (q) “Plan” means this F5 Networks, Inc. 1999 Employee Stock Purchase Plan.



     (r) “Purchase Date” means one or more dates established by the Board during an Offering on
which Rights granted under the Plan shall be exercised and purchases of Shares carried out in
accordance with such Offering.



     (s) “Right” means an option to purchase Shares granted pursuant to the Plan.



     (t) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3 as in
effect with respect to the Company at the time discretion is being exercised regarding the Plan.



     (u) “Securities Act” means the United States Securities Act of 1933, as amended.



     (v) “Share” means a share of the common stock of the Company.



3. ADMINISTRATION.




     (a) The Board shall administer the Plan unless and until the Board delegates administration to
a Committee, as provided in subparagraph 3(c). Whether or not the Board has delegated
administration,



 









 




the Board shall have the final power to determine all questions of policy and expediency that
may arise in the administration of the Plan.




     (b) The Board (or the Committee) shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:



          (i) To determine when and how Rights to purchase Shares shall be granted and the provisions of
each Offering of such Rights (which need not be identical).




          (ii) To designate from time to time which Affiliates of the Company shall be eligible to
participate in the Plan.




          (iii) To construe and interpret the Plan and Rights granted under it, and to establish, amend
and revoke rules and regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.




          (iv) To amend the Plan as provided in paragraph 14.




          (v) Generally, to exercise such powers and to perform such acts as it deems necessary or
expedient to promote the best interests of the Company and its Affiliates and to carry out the
intent that the Plan be treated as an Employee Stock Purchase Plan.




     (c) The Board may delegate administration of the Plan to a Committee of the Board composed of
two (2) or more members, all of the members of which Committee may be, in the discretion of the
Board, Non-Employee Directors and/or Outside Directors. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or
more Outside Directors any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board shall thereafter be to the Committee or such a
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the
Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan.



4. SHARES SUBJECT TO THE PLAN.




     (a) Subject to the provisions of paragraph 13 relating to adjustments upon changes in
securities, the Shares that may be sold pursuant to Rights granted under the Plan shall not exceed
in the aggregate two million (2,000,000) Shares. If any Right granted under the Plan shall for
any reason terminate without having been exercised, the Shares not purchased under such Right shall
again become available for the Plan.



     (b) The Shares subject to the Plan may be unissued Shares or Shares that have been bought on
the open market at prevailing market prices or otherwise.



5. GRANT OF RIGHTS; OFFERING.




     (a) The Board may from time to time grant or provide for the grant of Rights to purchase
Shares of the Company under the Plan to Eligible Employees in an Offering on an Offering Date or
Dates selected by the Board. Each Offering shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate, which shall comply with the requirements of Section
423(b)(5) of the Code that all Employees granted Rights to purchase Shares under the Plan shall
have the same rights and privileges. The terms and conditions of an Offering shall be incorporated
by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings
need not be identical, but each Offering shall include (through incorporation of the provisions of
this Plan by reference in the document comprising the Offering or otherwise) the period during
which the Offering shall be effective, which period shall not



 









 







exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the
provisions contained in paragraphs 6 through 9, inclusive.



     (b) If a Participant has more than one Right outstanding under the Plan, unless he or she
otherwise indicates in agreements or notices delivered hereunder: (i) each agreement or notice
delivered by that Participant will be deemed to apply to all of his or her Rights under the Plan,
and (ii) an earlier-granted Right (or a Right with a lower exercise price, if two Rights have
identical grant dates) will be exercised to the fullest possible extent before a later-granted
Right (or a Right with a higher exercise price if two Rights have identical grant dates) will be
exercised.



6. ELIGIBILITY.




     (a) Rights may be granted only to Employees of the Company or, as the Board may designated as
provided in subparagraph 3(b), to Employees of an Affiliate. Except as provided in subparagraph
6(b), an Employee shall not be eligible to be granted Rights under the Plan unless, on the Offering
Date, such Employee has been in the employ of the Company or the Affiliate, as the case may be, for
such continuous period preceding such grant as the Board may require, but in no event shall the
required period of continuous employment be equal to or greater than two (2) years.



     (b) The Board may provide that each person who, during the course of an Offering, first
becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides
with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive
a Right under that Offering, which Right shall thereafter be deemed to be a part of that Offering.
Such Right shall have the same characteristics as any Rights originally granted under that
Offering, as described herein, except that:



          (i) the date on which such Right is granted shall be the “Offering Date” of such Right for all
purposes, including determination of the exercise price of such Right;




          (ii) the period of the Offering with respect to such Right shall begin on its Offering Date
and end coincident with the end of such Offering; and




          (iii) the Board may provide that if such person first becomes an Eligible Employee within a
specified period of time before the end of the Offering, he or she will not receive any Right under
that Offering.




     (c) No Employee shall be eligible for the grant of any Rights under the Plan if, immediately
after any such Rights are granted, such Employee owns stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company or of any
Affiliate. For purposes of this subparagraph 6(c), the rules of Section 424(d) of the Code shall
apply in determining the stock ownership of any Employee, and stock which such Employee may
purchase under all outstanding rights and options shall be treated as stock owned by such Employee.



     (d) An Eligible Employee may be granted Rights under the Plan only if such Rights, together
with any other Rights granted under all Employee Stock Purchase Plans of the Company and any
Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such Eligible Employee’s
rights to purchase Shares of the Company or any Affiliate to accrue at a rate which exceeds twenty
five thousand dollars ($25,000) of the fair market value of such Shares (determined at the time
such Rights are granted) for each calendar year in which such Rights are outstanding at any time.



     (e) The Board may provide in an Offering that Employees who are highly compensated Employees
within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.



7. RIGHTS; PURCHASE PRICE.




     (a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the
Plan, shall be granted the Right to purchase up to the number of Shares purchasable either:



 









 





          (i) with a percentage designated by the Board not exceeding fifteen percent (15%) of such
Employee’s Earnings (as defined by the Board in each Offering) during the period which begins on
the Offering Date (or such later date as the Board determines for a particular Offering) and ends
on the date stated in the Offering, which date shall be no later than the end of the Offering; or




          (ii) with a maximum dollar amount designated by the Board that, as the Board determines for a
particular Offering, (1) shall be withheld, in whole or in part, from such Employee’s Earnings (as
defined by the Board in each Offering) during the period which begins on the Offering Date (or such
later date as the Board determines for a particular Offering) and ends on the date stated in the
Offering, which date shall be no later than the end of the Offering and/or (2) shall be
contributed, in whole or in part, by such Employee during such period.




     (b) The Board shall establish one or more Purchase Dates during an Offering on which Rights
granted under the Plan shall be exercised and purchases of Shares carried out in accordance with
such Offering.



     (c) In connection with each Offering made under the Plan, the Board may specify a maximum
amount of Shares that may be purchased by any Participant as well as a maximum aggregate amount of
Shares that may be purchased by all Participants pursuant to such Offering. In addition, in
connection with each Offering that contains more than one Purchase Date, the Board may specify a
maximum aggregate amount of Shares which may be purchased by all Participants on any given Purchase
Date under the Offering. If the aggregate purchase of Shares upon exercise of Rights granted under
the Offering would exceed any such maximum aggregate amount, the Board shall make a pro rata
allocation of the Shares available in as nearly a uniform manner as shall be practicable and as it
shall deem to be equitable.



     (d) The purchase price of Shares acquired pursuant to Rights granted under the Plan shall be
not less than the lesser of:



          (i) an amount equal to eighty-five percent (85%) of the fair market value of the Shares on the
Offering Date; or




          (ii) an amount equal to eighty-five percent (85%) of the fair market value of the Shares on
the Purchase Date.




8. PARTICIPATION; WITHDRAWAL; TERMINATION.




     (a) An Eligible Employee may become a Participant in the Plan pursuant to an Offering by
delivering a participation agreement to the Company within the time specified in the Offering, in
such form as the Company provides. Each such agreement shall authorize payroll deductions of up to
the maximum percentage specified by the Board of such Employee’s Earnings during the Offering (as
defined in each Offering). The payroll deductions made for each Participant shall be credited to a
bookkeeping account for such Participant under the Plan and either may be deposited with the
general funds of the Company or may be deposited in a separate account in the name of, and for the
benefit of, such Participant with a financial institution designated by the Company. To the extent
provided in the Offering, a Participant may reduce (including to zero) or increase such payroll
deductions. To the extent provided in the Offering, a Participant may begin such payroll
deductions after the beginning of the Offering. A Participant may make additional payments into
his or her account only if specifically provided for in the Offering and only if the Participant
has not already had the maximum permitted amount withheld during the Offering.



     (b) At any time during an Offering, a Participant may terminate his or her payroll deductions
under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal
in such form as the Company provides. Such withdrawal may be elected at any time prior to the end
of the Offering except as provided by the Board in the Offering. Upon such withdrawal from the
Offering by a Participant, the Company shall distribute to such Participant all of his or her
accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to
acquire Shares for the



 









 







Participant) under the Offering, without interest unless otherwise specified in the Offering,
and such Participant’s interest in that Offering shall be automatically terminated. A
Participant’s withdrawal from an Offering will have no effect upon such Participant’s eligibility
to participate in any other Offerings under the Plan but such Participant will be required to
deliver a new participation agreement in order to participate in subsequent Offerings under the
Plan.



     (c) Rights granted pursuant to any Offering under the Plan shall terminate immediately upon
cessation of any participating Employee’s employment with the Company or a designated Affiliate for
any reason (subject to any post-employment participation period required by law) or other lack of
eligibility. The Company shall distribute to such terminated Employee all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have been used to acquire Shares
for the terminated Employee) under the Offering, without interest unless otherwise specified in the
Offering. If the accumulated payroll deductions have been deposited with the Company’s general
funds, then the distribution shall be made from the general funds of the Company, without interest.
If the accumulated payroll deductions have been deposited in a separate account with a financial
institution as provided in subparagraph 8(a), then the distribution shall be made from the separate
account, without interest unless otherwise specified in the Offering.



     (d) Rights granted under the Plan shall not be transferable by a Participant otherwise than by
will or the laws of descent and distribution, or by a beneficiary designation as provided in
paragraph 15 and, otherwise during his or her lifetime, shall be exercisable only by the person to
whom such Rights are granted.



9. EXERCISE.




     (a) On each Purchase Date specified therefor in the relevant Offering, each Participant’s
accumulated payroll deductions and other additional payments specifically provided for in the
Offering (without any increase for interest) will be applied to the purchase of Shares up to the
maximum amount of Shares permitted pursuant to the terms of the Plan and the applicable Offering,
at the purchase price specified in the Offering. No fractional Shares shall be issued upon the
exercise of Rights granted under the Plan unless specifically provided for in the Offering.



     (b) Unless otherwise specifically provided in the Offering, the amount, if any, of accumulated
payroll deductions remaining in any Participant’s account after the purchase of Shares that is
equal to the amount required to purchase one or more whole Shares on the final Purchase Date of the
Offering shall be distributed in full to the Participant at the end of the Offering, without
interest. If the accumulated payroll deductions have been deposited with the Company’s general
funds, then the distribution shall be made from the general funds of the Company, without interest.
If the accumulated payroll deductions have been deposited in a separate account with a financial
institution as provided in subparagraph 8(a), then the distribution shall be made from the separate
account, without interest unless otherwise specified in the Offering.



     (c) No Rights granted under the Plan may be exercised to any extent unless the Shares to be
issued upon such exercise under the Plan (including Rights granted thereunder) are covered by an
effective registration statement pursuant to the Securities Act and the Plan is in material
compliance with all applicable state, foreign and other securities and other laws applicable to the
Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such
compliance, no Rights granted under the Plan or any Offering shall be exercised on such Purchase
Date, and the Purchase Date shall be delayed until the Plan is subject to such an effective
registration statement and such compliance, except that the Purchase Date shall not be delayed more
than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27)
months from the Offering Date. If, on the Purchase Date of any Offering hereunder, as delayed to
the maximum extent permissible, the Plan is not registered and in such compliance, no Rights
granted under the Plan or any Offering shall be exercised and all payroll deductions accumulated
during the Offering (reduced to the extent, if any, such deductions have been used to acquire
Shares) shall be distributed to the Participants, without interest unless otherwise specified in
the Offering. If the accumulated payroll deductions have been deposited with the Company’s general
funds, then the



 









 







distribution shall be made from the general funds of the Company, without interest. If the
accumulated payroll deductions have been deposited in a separate account with a financial
institution as provided in subparagraph 8(a), then the distribution shall be made from the separate
account, without interest unless otherwise specified in the Offering.



10. COVENANTS OF THE COMPANY.




     (a) During the terms of the Rights granted under the Plan, the Company shall ensure that the
amount of Shares required to satisfy such Rights are available.



     (b) The Company shall seek to obtain from each federal, state, foreign or other regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to issue
and sell Shares upon exercise of the Rights granted under the Plan. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency the authority which
counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan,
the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise
of such Rights unless and until such authority is obtained.



11. USE OF PROCEEDS FROM SHARES.




     Proceeds from the sale of Shares pursuant to Rights granted under the Plan shall constitute
general funds of the Company.



12. RIGHTS AS A SHAREHOLDER.




     A Participant shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, Shares subject to Rights granted under the Plan unless and until the
Participant’s Shares acquired upon exercise of Rights under the Plan are recorded in the books of
the Company.



13. ADJUSTMENTS UPON CHANGES IN SECURITIES.




     (a) If any change is made in the Shares subject to the Plan, or subject to any Right, without
the receipt of consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the Company), the Plan
will be appropriately adjusted in the class(es) and maximum number of Shares subject to the Plan
pursuant to subparagraph 4(a), and the outstanding Rights will be appropriately adjusted in the
class(es), number of Shares and purchase limits of such outstanding Rights. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive. (The conversion of
any convertible securities of the Company shall not be treated as a transaction that does not
involve the receipt of consideration by the Company.)



     (b) In the event of: (i) a dissolution, liquidation, or sale of all or substantially all of
the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving
corporation; or (iii) a reverse merger in which the Company is the surviving corporation but the
Shares outstanding immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then: (1) any surviving or
acquiring corporation shall assume Rights outstanding under the Plan or shall substitute similar
rights (including a right to acquire the same consideration paid to Shareholders in the transaction
described in this subparagraph 13(b)) for those outstanding under the Plan, or (2) in the event any
surviving or acquiring corporation refuses to assume such Rights or to substitute similar rights
for those outstanding under the Plan, then, as determined by the Board in its sole discretion such
Rights may continue in full force and effect or the Participants’ accumulated payroll deductions
(exclusive of any accumulated interest which cannot be applied toward the purchase of Shares under
the terms of the Offering) may be used to purchase Shares immediately prior to the transaction
described above under the ongoing Offering and the Participants’ Rights under the ongoing Offering
thereafter terminated.



 









 





14. AMENDMENT OF THE PLAN.




     (a) The Board at any time, and from time to time, may amend the Plan. However, except as
provided in paragraph 13 relating to adjustments upon changes in securities and except as to minor
amendments to benefit the administration of the Plan, to take account of a change in legislation or
to obtain or maintain favorable tax, exchange control or regulatory treatment for Participants or
the Company or any Affiliate, no amendment shall be effective unless approved by the shareholders
of the Company to the extent shareholder approval is necessary for the Plan to satisfy the
requirements of Section 423 of the Code, Rule 16b-3 under the Exchange Act and any Nasdaq or other
securities exchange listing requirements. Currently under the Code, shareholder approval within
twelve (12) months before or after the adoption of the amendment is required where the amendment
will:



          (i) Increase the amount of Shares reserved for Rights under the Plan;




          (ii) Modify the provisions as to eligibility for participation in the Plan to the extent such
modification requires shareholder approval in order for the Plan to obtain employee stock purchase
plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3; or




          (iii) Modify the Plan in any other way if such modification requires shareholder approval in
order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code
or to comply with the requirements of Rule 16b 3.




     (b) It is expressly contemplated that the Board may amend the Plan in any respect the Board
deems necessary or advisable to provide Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated thereunder relating to
Employee Stock Purchase Plans and/or to bring the Plan and/or Rights granted under it into
compliance therewith.



     (c) Rights and obligations under any Rights granted before amendment of the Plan shall not be
impaired by any amendment of the Plan, except with the consent of the person to whom such Rights
were granted, or except as necessary to comply with any laws or governmental regulations, or except
as necessary to ensure that the Plan and/or Rights granted under the Plan comply with the
requirements of Section 423 of the Code.



15. DESIGNATION OF BENEFICIARY.




     (a) A Participant may file a written designation of a beneficiary who is to receive any Shares
and/or cash, if any, from the Participant’s account under the Plan in the event of such
Participant’s death subsequent to the end of an Offering but prior to delivery to the Participant
of such Shares and cash. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant’s account under the Plan in the event
of such Participant’s death during an Offering.



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



16. TERMINATION OR SUSPENSION OF THE PLAN.




     (a) The Board in its discretion may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate at the time that all of the Shares subject to the Plan’s
reserve, as



 









 







increased and/or adjusted from time to time, have been issued under the terms of the Plan. No
Rights may be granted under the Plan while the Plan is suspended or after it is terminated.



     (b) Rights and obligations under any Rights granted while the Plan is in effect shall not be
impaired by suspension or termination of the Plan, except as expressly provided in the Plan or with
the consent of the person to whom such Rights were granted, or except as necessary to comply with
any laws or governmental regulation, or except as necessary to ensure that the Plan and/or Rights
granted under the Plan comply with the requirements of Section 423 of the Code.



17. EFFECTIVE DATE OF PLAN.




     The Plan shall become effective as determined by the Board, but no Rights granted under the
Plan shall be exercised unless and until the Plan has been approved by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted by the Board, which