1999 Employee Stock Purchase Plan





SYS




2003 EMPLOYEE STOCK PURCHASE PLAN















        The following constitute the provisions of the 2003
Employee Stock Purchase Plan of SYS.


1.     Purpose. 
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions.  It is the intention of the Company that the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.  The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.


2.     Definitions.


        (a)   "Board" shall mean the Board of Directors of
the Company.  Any reference to the
"Board" in this Plan shall also be a reference to a committee
appointed by the Board of Directors of the Company to take actions on its
behalf with respect to the Plan.


        (b)   "Code" shall mean the Internal Revenue Code
of 1986, as amended.


        (c)   "Common Stock" shall mean the common stock of
the Company.


        (d)   "Company" shall mean SYS and any Designated
Subsidiary of the Company.


        (e)   "Compensation" shall mean all base straight
time gross earnings and commissions, but excluding payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses, commissions,
allowances for moving, relocation or automobiles and other compensation.


        (f)    "Designated Subsidiary" shall mean any
Subsidiary which has been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.


        (g)   "Employee" shall mean any individual who is
an employee of the Company for tax purposes. 
For purposes of the Plan, the employment relationship shall be treated
as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company.  Where
the period of leave exceeds 90 days and the individual's right to reemployment
is not guaranteed either by statute or by contract, the employment relationship
shall be deemed to have terminated on the 91st day of such leave.


        (h)   "Enrollment Date" shall mean the first day of
each Offering Period.


        (i)    "Exercise Date" shall mean the last day of
each Offering Period.


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        (j)    "Fair Market Value" shall mean, as of any
date, the value of Common Stock determined as follows:


               
(1)    If the Common Stock at the time is neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, then the fair market value shall be the value of the stock as
determined by the Board in their last valuation of the Common Stock, after
taking into account such factors as the Board of Directors shall deem
appropriate.


               
(2)    If the Common Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the over-the-counter
market, the fair market value shall be the mean between the highest bid and
lowest asked prices (or, if such information is available, the closing selling
price) of one share of Common Stock on the date in question in the
over-the-counter market, as such prices are reported by the National
Association of Securities Dealers through its NASDAQ system or any successor
system.  If there are no reported bid
and asked prices (or closing selling price) for the Common Stock on the date in
question, then the mean between the highest bid price and lowest asked price
(or the closing selling price) on the last preceding date for which such
quotations exist shall be determinative of fair market value.


               
(3)    If the Common Stock is at the time listed or admitted
to trading on any stock exchange, then the fair market value shall be the
closing selling price of one share of Common Stock on the date in question on
the stock exchange determined by the Board to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange.  If there
is no reported sale of Common Stock on such exchange on the date in question,
then the fair market value shall be the closing selling price on the exchange
on the last preceding date for which such quotation exists.


        (k)   "Offering Period" shall mean a period of
approximately six (6) months during which a Purchase Right granted pursuant to
the Plan may be exercised, commencing on the first Trading Day on or after
January 1 and terminating on the last Trading Day in the period ending the
following June 30, or commencing on the first Trading Day on or after July 1
and terminating on the last Trading Day in the period ending the following
December 31; provided, however, that the first Offering Period under the Plan
will commence on the first Trading Day on or after the later of January 1, 2003
or the effective date of the Company's Registration Statement with respect to
the Plan.  The duration of Offering
Periods may be changed pursuant to Section 4 of this Plan.


        (l)     "Plan" shall mean this 2003 SYS Employee
Stock Purchase Plan.


        (m)   "Purchase Price" shall mean 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower; provided, however, that the Purchase Price
may be adjusted by the Board pursuant to Section 20.


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        (n)    "Purchase Right" means the right to purchase
shares of Common Stock granted pursuant to the Plan.


        (o)    "Reserves" shall mean the number of shares of
Common Stock covered by each Purchase Right under the Plan which has not yet
been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but not yet placed under a Purchase
Right.


        (p)    "Subsidiary" shall mean a corporation,
domestic or foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now exists or
is hereafter organized or acquired by the Company or a Subsidiary.


        (q)    "Trading Day" shall mean a day on which national
stock exchanges and the Nasdaq System are open for trading.


3.     Eligibility.


        (a)    Except as provided in (b), below, any Employee who
shall be employed by the Company on a given Enrollment Date shall be eligible
to participate in the Plan.


        (b)    Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted a Purchase Right under the Plan
(i) to the extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding
Purchase Rights to purchase such stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of the capital stock of
the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the Fair Market Value of the
shares at the time such Purchase Right is granted) for each calendar year in
which such Purchase Right is outstanding at any time.


4.     Offering Periods.  The Plan shall be implemented by consecutive Offering Periods
with a new Offering Period commencing on the first Trading Day on or after
January 1 and July 1 each year, or on such other date as the Board
shall determine, and continuing thereafter for the period described in Section
2(k), above, or until terminated in accordance with Section 20
hereof.  The Board shall have the power
to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareholder approval if such
change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


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5.     Participation.


        (a)    An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's
payroll office prior to the applicable Enrollment Date.


        (b)    Payroll deductions for a participant shall commence on
the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10
hereof.


6.     Payroll Deductions.


        (a)    At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay
day during the Offering Period in an amount not exceeding twenty percent (20%)
of the Compensation which he or she receives on each pay day during the
Offering Period.


        (b)    All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in whole
percentages only.  A participant may not
make any additional payments into such account.


        (c)    A participant may discontinue his or her participation
in the Plan as provided in Section 10 hereof, or may increase or decrease
the rate of his or her payroll deductions during the Offering Period by
completing or filing with the Company a new subscription agreement authorizing
a change in payroll deduction rate.  The
Board may, in its discretion, limit the number of participation rate changes
during any Offering Period.  The change
in rate shall be effective with the first full payroll period following five
(5) business days after the Company's receipt of the new subscription
agreement unless the Company elects to process a given change in participation
more quickly.  A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.


        (d)    Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and
Section 3(b) hereof, a participant's payroll deductions may be
decreased to zero percent (0%) at any time during an Offering Period.  Payroll deductions shall recommence at the
rate provided in such participant's subscription agreement at the beginning of
the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 10
hereof.


        (e)    At the time a Purchase Right is exercised, in whole or
in part, or at the time some or all of the Company's Common Stock issued under
the Plan is disposed of, the participant must make adequate provision for the
Company's federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the Purchase Right or the disposition of the Common
Stock.  At any time, the Company may,
but shall not be obligated to, withhold from the participant's Compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common
Stock by the Employee.


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7.     Grant of Purchase Right.  On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted a
Purchase Right to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that (i) in no event
shall an Employee be permitted to purchase during each Offering Period more
than 20,000 shares (subject to any adjustment pursuant to Section 19), and (ii)
such purchase shall be subject to the limitations set forth in
Sections 3(b) and 13 hereof. 
The Board may, for any future Offering Period, increase or decrease, in
its absolute discretion, the maximum number of shares of the Company's Common
Stock an Employee may purchase during each Offering Period.  Exercise of a Purchase Right shall occur as
provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof.  A
Purchase Right shall expire on the last day of the Offering Period.


8.     Exercise of Purchase Right.


Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her Purchase Right for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number
of full shares subject to Purchase Rights shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll deductions
in his or her account.  No fractional
shares shall be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full share shall
be retained in the participant's account for the subsequent Offering Period,
subject to earlier withdrawal by the participant as provided in Section 10
hereof.  In the event that the aggregate
number of shares that all participants elect to purchase on an Exercise Date
exceeds the maximum number of shares remaining available for issuance under the
Plan, then the number of shares to which each participant is entitled shall be
determined by multiplying the number of shares available for issuance by a
fraction, the numerator of which is the number of shares that such participant
has elected to purchase and the denominator of which is the number of shares
that all participants have elected to purchase.  Any other amounts left over in a participant's account after the
Exercise Date shall be returned to the participant.  During a participant's lifetime, a participant's Purchase Right
to purchase shares hereunder is exercisable only by him or her.


9.     Delivery. 
As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each participant,
as appropriate, of a certificate representing the shares purchased upon
exercise of his or her Purchase Right.


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10.    Withdrawal.


         (a)     A participant may withdraw all but not less than all
the payroll deductions credited to his or her account and not yet used to
exercise his or her Purchase Rights under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this Plan.  All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's Purchase Rights for the
Offering Period shall be automatically terminated, and no further payroll
deductions for the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.


        (b)     A participant's withdrawal from an Offering Period
shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.


11.    Termination of Employment.  Upon a participant's ceasing to be an
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the Participant's
Purchase Rights shall be returned to such participant or, in the case of his or
her death, to the person or persons entitled thereto under Section 15
hereof, and such participant's Purchase Rights shall be automatically
terminated.  The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.


12.    Interest. 
No interest shall accrue on the payroll deductions of a participant in
the Plan.


13.    Stock.


         (a)     Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the maximum number of shares
of the Company's Common Stock which shall be made available for sale under the
Plan shall be one million (1,000,000) shares.


         (b)     The participant shall have no interest or voting right
in shares covered by his or her Purchase Rights until such Purchase Rights have
been exercised.


         (c)     Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.


14.    Administration and Acts of Committee.  The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board.  Such committee is authorized to take any
action which is permitted of the Board under the terms of this Plan.  The Board or its committee shall have full
and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan.  Every
finding, decision and determination made by the Board or its committee shall,
to the full extent permitted by law, be final and binding upon all parties.


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15.    Designation of Beneficiary.


         (a)     A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which a Purchase Right is exercised but prior
to delivery to such 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
prior to exercise of a Purchase Right. 
If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.


        (b)      Such designation of beneficiary may be changed by the
participant 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 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.    Transferability.  Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of a Purchase Right or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof. 
No Purchase Right shall be pledged or hypothecated in any way, nor shall
any Purchase Right be subject to execution, attachment or similar process.


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


18.    Reports. 
Individual accounts shall be maintained for each participant in the
Plan.  Statements of account shall be
given to participating Employees at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.


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19.    Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Asset Sale.


         (a)     Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Offering Period (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock covered by
each Purchase Right under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration".  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to a Purchase Right.


        (b)     Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the "New Exercise Date"),
and shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board.  The New Exercise Date shall be before the
date of the Company's proposed dissolution or liquidation.  The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's Purchase Rights has been changed to the
New Exercise Date and that the participant's Purchase Rights shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in
Section 10 hereof.


        (c)     Merger or Asset Sale.  In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, each outstanding Purchase Right shall be assumed or an equivalent
Purchase Right substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. 
In the event that the successor corporation refuses to assume or
substitute for the Purchase Right, any Offering Period then in progress shall
be shortened by setting a new Exercise Date (the "New Exercise Date")
and any Offering Periods then in progress shall end on the New Exercise Date.  The New Exercise Date shall be before the
date of the Company's proposed sale or merger. 
The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant's Purchase Rights has been changed to the New Exercise Date and
that the participant's Purchase Rights shall be exercised automatically on the
New Exercise Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof.


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20.     Amendment or Termination.


         (a)     The Board of Directors of the Company may at any time
and for any reason terminate or amend the Plan.  Except as provided in Section 19 or this Section 20 hereof,
no such termination can affect Purchase Rights previously granted, provided
that an Offering Period may be terminated by the Board of Directors on any
Exercise Date if the Board determines that the termination of the Offering
Period or the Plan is in the best interests of the Company and its shareholders.  Except as provided in Section 19 and
this Section 20 hereof, no amendment may make any change in any Purchase
Right theretofore granted which adversely affects the rights of any
participant.  To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain shareholder approval in such a manner and to such a degree as required.


        (b)     Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied
toward the purchase of Common Stock for each participant properly correspond
with amounts withheld from the participant's Compensation, and establish such
other limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.


        (c)     In the event the Board determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting consequence including,
but not limited to:


                
(1)     altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;


                
(2)     shortening any Offering Period so that the Offering
Period ends on a new Exercise Date, including an Offering Period underway at
the time of the Board action; and


                
(3)     allocating shares.


                
Such modifications or
amendments shall not require stockholder approval or the consent of any Plan
participants.


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21.     Arbitration. 
In the event of any dispute between the Company and a participant
regarding this Plan, the dispute and any issue as to the arbitrability of such
dispute, shall be settled to the exclusion of a court of law, by arbitration in
San Diego, California, by a panel of three arbitrators (each party shall choose
one arbitrator and the third shall be chosen by the two arbitrators so
selected) in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect. 
The decision of a majority of the arbitrators shall be final and binding
upon the parties.  All costs of the
arbitration and the fees of the arbitrators shall be allocated between the
parties as determined by a majority of the arbitrators, it being the intention
of the parties that the prevailing party in such a proceeding be made whole
with respect to its expenses.


22.     Governing Law. 
This Agreement shall be governed by the laws of the State of California.


23.     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.


24.     Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to a
Purchase Right unless the exercise of such Purchase Right and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934
("Exchange Act"), as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.


As a condition to the exercise of a Purchase Right,
the Company may require the person exercising such Purchase Right to represent
and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions
of law.


25.     Term of Plan. 
The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the
Company.  It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 20
hereof.


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26.     Additional Restrictions of Rule 16b-3.  The terms and conditions of Purchase Rights
granted hereunder to, and the purchase of Common Stock by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3.  This Plan shall be deemed
to contain, and such Purchase Rights shall contain, and the Common Stock issued
upon exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan
transactions.


         As adopted by the Board of Directors on ________


         SYS




         By:__________________________





 

 

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