EXHIBIT 10.2

QUANTUM CORPORATION 

EMPLOYEE STOCK PURCHASE PLAN


(As Amended and Restated August 15,
2012) 

     The following constitute the
provisions of the Employee Stock Purchase Plan (herein called the “Plan”) of
Quantum Corporation (herein called the “Company”). 

     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 or other contributions. It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the
Code, although the Company makes no undertaking or representation to maintain
such qualification. The provisions of the Plan shall, accordingly, be construed
so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code. In addition, this Plan document
authorizes the purchase of Common Stock under a Non-423(b) Component, pursuant
to rules, procedures or sub-plans adopted by the Board or a committee appointed
by the Board and designed to achieve tax, securities law or other
objectives.

     2. Definitions. 

          (a)
“Board”
shall mean the Board of Directors of the Company. 

          (b)
“Code”
shall mean the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code herein will be a reference to any successor or amended
section of the Code. 

          (c)
“Code Section 423(b) Plan” shall mean an employee stock purchase plan which is designed
to meet the requirements set forth in Section 423(b) of the Code, as amended.
The provisions of the Code Section 423(b) Plan should be construed, administered
and enforced in accordance with Section 423(b) of the Code. 

          (d)
“Common Stock” shall mean the common stock of the Company. 

          (e)
“Company”
shall mean Quantum Corporation, a Delaware corporation. 

          (f)
“Compensation” shall mean all regular straight time earnings, payments for overtime,
shift premium, incentive compensation, incentive payments, bonuses and
commissions (except to the extent that the exclusion of any such items for all
participants is specifically directed by the Board or a committee appointed by
the Board).

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The Board or a committee appointed by
the Board shall have the power and discretion to (i) change the definition of
Compensation for future Offering Periods, and (ii) determine what constitutes
Compensation for Employees outside of the United States. 

          (g) “Continuous Status as an
Employee” shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of: (i) a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or re-employment upon the expiration of such
leave is guaranteed by contract or statute; or (ii) notification by the Company
of termination under a reduction-in-force. Termination in the case of a
reduction-in-force shall be considered to have occurred at the end of the
employee’s continuation period. 

          (h)
“Designated Subsidiaries” shall mean the Subsidiaries which have been designated by
the Board or a committee appointed by the Board from time to time in its sole
discretion as eligible to participate in the Plan.

          (i)
“Employee”
means any person, including an officer, who is employed by the Company or one of
its Designated Subsidiaries. The Board or a committee appointed by the Board, in
its discretion, from time to time may, prior to an Enrollment Date for all
options to be granted on such Enrollment Date, determine (on a uniform and
nondiscriminatory basis) that the definition of Employee will or will not
include an individual if he or she: (i) has not completed at least two (2) years
of service since his or her last hire date (or such lesser period of time as may
be determined by the Board or a committee appointed by the Board in its
discretion), (ii) customarily works not more than twenty (20) hours per week or
not more than five (5) months per calendar year (or such lesser period of time
as may be determined by the Board or a committee appointed by the Board in its
discretion), or (iii) is a highly compensated employee under Section 414(q) of
the Code.

          (j)
“Enrollment Date” shall mean the first Trading Day on or after every February 6 and
August 6 of each year. 

          (k)
“Exercise Date” shall mean the date approximately six months after the Enrollment Date
of an Offering Period and shall be one Trading Day prior to an Enrollment Date
of the immediately following Offering Period.

          (l)
“Fair Market Value” means, as of any date, the closing sales price of the Common Stock (or
the closing bid, if no sales were reported) as quoted on the stock exchange with
the greatest volume of trading in Common Stock on the last market trading day
prior to the date of determination, as reported in The Wall Street Journal or such other
source as the Board or a committee appointed by the Board deems reliable.


          (m)
“Non-423(b) Component” means the grant of an option under the Plan which is not
intended to meet the requirements set forth in Section 423(b) of the Code, as
amended. 

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          (n)
“Offering Period” shall mean a period commencing on an Enrollment Date and ending on the
Exercise Date, approximately six (6) months later, or as otherwise set forth in
Section 4 hereof. 

          (o)
“Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 

          (p)
“Plan”
shall mean this Employee Stock Purchase Plan, which includes a Code Section
423(b) Plan and a Non-423(b) Component. 

          (q)
“Purchase Price” shall have the meaning as set forth in Section 7(b). 

          (r)
“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. 

          (s)
“Trading Day” shall mean a day on which the New York Stock Exchange is open for
trading. 

    
3. Eligibility 

          (a) Any
Employee (as defined in Section 2) who shall be employed by the Company or one
of its Designated Subsidiaries on the date his or her participation in the Plan
is effective shall be eligible to participate in the Plan, unless the Company,
in its discretion, decides that such participation would infringe any U.S. or
foreign law, rules or regulations. 

          (b) Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if, 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 shares and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Subsidiary, or (ii) which permits his or her rights to purchase shares under all
employee stock purchase plans (as defined in Section 423 of the Code) of the
Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars (US$25,000) of the fair market value of the shares (determined
at the time such option is granted) for each calendar year in which such option
is outstanding at any time. 

          (c) No
employee of the Company or a Designated Subsidiary shall be eligible to
participate in the Non-423(b) Component of the Plan if he or she is an officer
or director of the Company subject to the requirements of Section 16 of the U.S.
Securities Exchange Act of 1934, as amended (the “Act”). 

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4. Offering Dates. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on an Enrollment Date, and shall
continue thereafter until terminated in accordance with Section 19 hereof. The
Board or a committee appointed by the Board shall have the power to change the
duration of Offering Periods with respect to future Offering Periods. In no
event shall the duration of an Offering Period exceed nine (9) months.
Notwithstanding the foregoing, no offers hereunder shall be made until
compliance with all applicable securities law has been obtained. 

    
5. Participation. 

          (a) An
eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form and manner
determined by the Company in its discretion from time to time. The Company, in
its discretion, may decide that an Employee may submit contributions to the Plan
by means other than payroll deductions. 

          (b) Payroll
deductions to the Plan for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll date in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10. If participants are
permitted or required to contribute to the Plan by other means, the Company, in
its discretion, will determine the procedure for providing the contributions
prior to the Exercise Date. 

    
6. Payroll
Deductions/Contributions. 

          (a) At the
time a participant files his or her subscription agreement, he or she shall
elect to contribute to the Plan (in the form of payroll deductions or otherwise)
on each payday during the Offering Period at a rate not exceeding ten percent
(10%) of the Compensation which he or she received on such payday, and the
aggregate of such payroll deductions pursuant to the Plan during the Offering
Period shall not exceed ten percent (10%) of his or her aggregate Compensation
during said Offering Period. A participant’s subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.

          (b) All
contributions made for a participant shall be credited to his or her account
under the Plan.

          (c) A
participant may discontinue participation in the Plan as provided in Section 10,
or may change the rate of payroll deductions or other contributions by
submitting written notice to the Company in the form and manner prescribed by
the Board or a committee appointed by the Board (or its designee) authorizing a
change in the participant’s payroll deduction or contribution rate. The change
rate shall be effective (i) in the case of a decrease in rate, with the first
payroll period following the Company’s receipt of the notice of rate change, and
(ii) in the case of an increase in rate at the beginning of the next Offering
Period following the Company’s receipt of the notice of 

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rate change. If a participant has not
followed the procedures prescribed by the Board or a committee appointed by the
Board (or its designee) to change the rate of payroll deductions or other
contributions, the rate of his or her payroll deductions or other contributions
will continue at the originally elected rate throughout the Offering Period and
future Offering Periods (unless terminated as provided in Section 10). The Board
or a committee appointed by the Board may, in its sole discretion, limit the
nature and/or number of payroll deduction or contribution rate changes that may
be made by participants during any Offering Period.

    
7. Grant of Option. 

          (a) On the
Enrollment Date of each Offering Period, each eligible Employee participating in
such Offering Period shall be granted an option to purchase on the Exercise Date
during such Offering Period up to a number of shares of the Company’s Common
Stock determined by dividing such Employee’s contributions to the Plan
accumulated during the Offering Period ending on such Exercise Date by the lower
of (i) eighty-five percent (85%) of the Fair Market Value of a share of the
Company’s Common Stock on the Enrollment Date, or (ii) eighty-five (85%) of the
Fair Market Value of a share of the Company’s Common Stock on the Exercise Date;
provided that in no event shall an Employee be permitted to purchase in one
calendar year more than a number of shares determined by dividing US$25,000 by
the Fair Market Value of a share of the Company’s Common Stock (determined at
the time such option is granted), and provided further that such purchase shall
be subject to the limitations set forth in Sections 3(b) and 12 hereof. The
option shall be automatically exercised on the Exercise Date during the Offering
Period, unless the participant has withdrawn pursuant to Section 10, and shall
expire on the last day of the Offering Period.

          (b) The
purchase price per share of the shares offered in a given offering Period shall
be the lower of: (i) 85% of the Fair Market Value of a share of the Common Stock
of the Company on the Enrollment Date; or (ii) 85% of the Fair Market Value of a
share of the Common Stock of the Company on the Exercise Date (such price, the
“Purchase Price”).

          (c)
Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) herein, a participant’s contributions may
be decreased to 0% at such time during any Offering Period which is scheduled to
end during the current calendar year that the aggregate of all contributions
accumulated with respect to such Offering Period and any other Offering Period
ending within the same calendar year equal $21,250. Contributions shall
recommence at the rate provided in such participant’s subscription scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10. 

          (d) If the
Board or a committee appointed by the Board determines, in its sole discretion,
that the exercise of an option or the disposition of Common Stock issued under
the Plan will result in tax liability for which the Company or a Designated
Subsidiary will have an obligation to withhold, the participant must make
adequate 

5







provision for the payment of such
federal, state, local and foreign income, social insurance, employment and any
other applicable taxes. At any time, the Company or the Designated Subsidiary
may, but will not be obligated to, withhold from the participant’s compensation
the amount necessary for the Company or the Designated Subsidiary to meet
applicable withholding obligations, including any withholding required to make
available to the Company or the Designated Subsidiary any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by the
eligible Employee. 

    
8. Exercise of Option. The participant’s option for the purchase of shares will be
exercised automatically on each Exercise Date of each Offering Period and the
maximum number of full shares subject to option will be purchased for such
participant at the applicable Purchase Price with the accumulated payroll
deductions or other contributions in his or her account unless prior to such
Exercise Date the participant has withdrawn from the Offering Period as provided
in Section 10 or unless any of the limitations under Sections 3, 7 or 12 would
be exceeded. During a participant’s lifetime, a participant’s option to purchase
shares hereunder is exercisable only by the participant. No fractional shares
shall be purchased; any payroll deductions or other contributions accumulated in
a participant’s account which are not sufficient to purchase a full share, or
which would cause the limitations under Sections 3, 7 or 12 hereof to be
exceeded, shall be returned to the participant after the Exercise Date.


    
9. Delivery. As promptly as practicable after each Exercise Date, the Company shall
arrange the delivery to each participant, as appropriate, the shares of Common
Stock purchased upon exercise of the option. The Company may permit or require
that shares be deposited directly with a broker designated by the Company or to
a designated agent of the Company, and the Company may utilize electronic or
automated methods of share transfer. The Company may require that shares be
retained with such broker or agent for a designated period of time and/or may
establish other procedures to permit tracking of disqualifying dispositions of
such shares. No participant will have any voting, dividend, or other stockholder
rights with respect to shares of Common Stock subject to any option granted
under the Plan until such shares have been purchased and delivered to the
participant as provided in this Section 9. 

    
10. Withdrawal; Termination of
Employment. 

          (a) A
participant may withdraw all but not less than all the contributions credited to
his or her account under the Plan at any time prior to the end of the Offering
Period by giving written notice to the Company in the form and manner prescribed
by the Board or a committee appointed by the Board for such purpose. All of the
participant’s contributions credited to his or her account will be paid to him
or her promptly after receipt of his or her notice of withdrawal and his or her
option for the current Offering Period will be automatically terminated, and no
further contributions for the purchase of shares will be made during the
Offering Period. If a participant withdraws from an Offering Period,
contributions may not resume at the beginning of the succeeding Offering Period
unless the participant delivers to the Company a new subscription agreement.


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          (b) Upon
termination of the participant’s employment prior to the end of the Offering
Period for any reason, including retirement or death, the contributions credited
to his or her account will be returned to him or, in the case of his or her
death, to the person or persons entitled thereto under Section 14, and his or
her option will be automatically terminated; provided that if an Employee shall
take a leave of absence approved by the Company in accordance with Section 2(g)
of this Plan during an Offering Period in which the Employee is a participant,
the participant will be deemed to have his or her contributions reduced to 0%
during such leave of absence, but he or she shall continue to be a participant
in the applicable Offering Period and upon his or her return to employment with
the Company shall be eligible to participate fully in any remaining portion of
the applicable Offering Period. If the participant fails to return to employment
with the Company at the end of such authorized leave of absence, or if his or
her employment is otherwise terminated earlier, he or she shall be deemed to
have withdrawn from participation in the Plan. 

          (c) A
participant’s withdrawal from an Offering Period will 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. 

    
11. Interest. No interest shall accrue on the contributions of a participant in the
Plan, unless required by applicable law. 

    
12. Stock. 

          (a) The
maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 19,734,637, subject to adjustment
upon changes in capitalization of the Company as provided in Section 18. In
addition, in no event shall more than 2,000,000 shares of the Company’s Common
Stock (subject to adjustment upon changes in capitalization of the Company as
provided in Section 18) be made available for sale under the Plan in any one
Offering Period. Furthermore, the Company, in its discretion, may decide to
impose a limit on the number of shares of the Company’s Common Stock that each
participant may purchase during any one Offering Period. If the total number of
shares which would otherwise be subject to options granted pursuant to Section
7(a) hereof at the beginning of an Offering Period exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding) or the 2,000,000 share limit for
any Offering Period, the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of contributions, if necessary. 

          (b) Until
the shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), a participant
will only have the rights of an unsecured creditor with respect to such shares,


7







and no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to such
shares. 

          (c) Shares
to be delivered to a participant under the Plan will be registered in the name
of the participant or in the name of the participant and his or her spouse, or
as otherwise directed by the participant. 

    
13. Administration. The Plan shall be administered by the Board of Directors of
the Company or a committee appointed by the Board. The Board or a committee
appointed by the Board will have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to designate separate
Offerings under the Plan, to determine eligibility, to adjudicate all disputed
claims filed under the Plan and to establish such procedures that it deems
necessary for the administration of the Plan (including, without limitation, to
adopt such procedures and sub-plans as are necessary or appropriate to permit
the participation in the Plan by employees who are foreign nationals or employed
outside the U.S., the terms of which sub-plans may take precedence over other
provisions of this Plan, with the exception of Section 12(a), but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan). Unless otherwise determined by the
Board or a committee appointed by the Board, the Employees eligible to
participate in each sub-plan will participate in a separate Offering. Without
limiting the generality of the foregoing, the Board or a committee appointed by
the Board is specifically authorized (in its discretion) to adopt rules and
procedures regarding eligibility to participate, the form and manner for making
elections under the Plan, the definition of Compensation, handling of
Contributions, making of Contributions to the Plan (including, without
limitation, in forms other than payroll deductions), establishment of bank or
trust accounts to hold Contributions, payment of interest (if any), conversion
of local currency, obligations to pay payroll tax, determination of beneficiary
designation requirements and withholding procedures and handling of stock
certificates that vary with applicable local requirements. The Board or a
committee appointed by the Board also is authorized to determine that, to the
extent permitted by U.S. Treasury Regulation Section 1.423 2(f), the terms of an
option granted under the Plan or an Offering to citizens or residents of a
non-U.S. jurisdiction will be less favorable than the terms of options granted
under the Plan or the same Offering to employees resident solely in the U.S.
Every finding, decision, interpretation and determination made by the Board or a
committee appointed by the Board will, to the full extent permitted by law, be
final and binding upon all parties. 

    
14. Designation of
Beneficiary. 

          (a) Unless
otherwise determined by the Company, 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 the end of the Offering Period but prior to delivery to him
of such shares and cash. In addition, unless otherwise determined by the
Company, a participant may file a written designation of a beneficiary who is to
receive any cash from the participant’s 

8







account under the Plan in the event of
such participant’s death prior to the end of the Offering Period. 

          (b) Unless
otherwise determined by the Company, such designation of beneficiary may be
changed by the participant at any time by written notice to the Company in the
form and manner prescribed by the Board or a committee appointed by the Board
for such purpose. 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 or determine to be the appropriate
recipients of the shares and/or cash under applicable law. 

          (c) All
beneficiary designations will be in such form and manner as the Board or a
committee appointed by the Board may prescribe from time to time. 

    
15. Transferability. Neither contributions credited to a participant’s account
nor any rights with regard to the exercise of an option 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 14 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 in accordance with
Section 10. 

    
16. Use of Funds. All contributions 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 contributions, unless required by applicable
law. Until shares of Common Stock are issued, participants will only have the
rights of an unsecured creditor with respect to such shares. 

    
17. Reports. Individual accounts will be maintained for each participant in the
Plan. Statements of account will be given to participating Employees at least
annually as promptly as practically feasible following an Exercise Date, which
statements will set forth the amounts of contributions, the per share Purchase
Price, the number of shares purchased and the remaining cash balance, if any.


    
18. Adjustments Upon Changes in
Capitalization. In the event that any
dividend or other distribution (whether in the form of cash, shares of Common
Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Common Stock or other
securities of the Company, or other change in the corporate structure of the
Company that affects the shares of Common Stock, then the Board or a committee
appointed by the Board shall, in such manner as it may deem 

9







equitable, adjust the number and class
of shares of Common Stock (or other securities, property or cash) that may be
delivered under the Plan, and the number, class, and price of shares of Common
Stock subject to any option under the Plan which has not yet been exercised, as
determined by the Board or a committee appointed by the Board (in its sole
discretion) to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan.

    
19. 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 18 hereof, no such termination
can affect options previously granted, provided that an Offering Period may be
terminated by the Board of Directors or a committee appointed by the Board on an
Exercise Date if the Board or its committee, as applicable, 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 18 and this Section
19 hereof, no amendment may make any change in any option 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 or contributing to the Plan 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. 

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

    
20. 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. 

    
21. Stockholder
Approval. If required by Section 19, any
amendment to the Plan shall be subject to approval by the stockholders of the
Company within twelve 

10







months before or after the date such
amendment is adopted. If such stockholder approval is obtained at a duly held
stockholders’ meeting, it may be obtained by the affirmative vote of the holders
of a majority of the outstanding shares of the Company present or represented
and entitled to vote thereon, which approval shall be: 

          (a)
solicited substantially in accordance with Section 14(a) of the Act and the
rules and regulations promulgated thereunder, or (2) solicited after the Company
has furnished in writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Act at the time such
information is furnished; and 

          (b)
obtained at or prior to the first annual meeting of stockholders held subsequent
to the later of (i) the first registration of Common Stock under Section 12 of
the Act, or (ii) the acquisition of an equity security for which exemption is
claimed. 

          In the case
of approval by written consent, it must be obtained in accordance with
applicable state law. 

    
22. Conditions Upon Issuance of
Shares. Shares shall not be issued with
respect to an option unless the exercise of such option 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 U.S.
Securities Act of 1933, as amended, the Act, 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 an option, the Company may require the
person exercising such option 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. 

    
23. 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 or a
committee appointed by the Board. The New Exercise Date shall be before the date
of the Company’s proposed dissolution or liquidation. The Board or a committee
appointed by 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 option has been changed to the New Exercise Date and that the
participant’s option 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. 

11








     24.
Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation or the sale of substantially all of the assets of the Company, each
outstanding option shall be assumed or an equivalent option 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
option, the Offering Period then in progress shall be shortened by setting a New
Exercise Date and such Offering Period shall end on the New Exercise Date. The
New Exercise Date shall be before the date of the Company’s proposed merger or
asset sale. The Board or a committee appointed by 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 option has been
changed to the New Exercise Date and that the participant’s option 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. 

    
25. Code Section 409A. The Code Section 423(b) Plan is exempt from the application
of Section 409A of the Code. The Non-423(b) Component is intended to be exempt
from Section 409A of the Code under the short-term deferral exception and any
ambiguities shall be construed and interpreted in accordance with such intent.
In the case of a participant who would otherwise be subject to Section 409A of
the Code, to the extent an option to purchase shares of Common Stock or the
payment, settlement or deferral thereof is subject to Section 409A of the Code,
the option to purchase shares of Common Stock shall be granted, paid, exercised,
settled or deferred in a manner that will comply with Section 409A of the Code,
including the final regulations and other guidance issued with respect thereto,
except as otherwise determined by the Board or a committee appointed by the
Board. Notwithstanding the foregoing, the Company shall have no liability to a
participant or any other party if the option to purchase Common Stock under the
Plan that is intended to be exempt from or compliant with Section 409A of the
Code is not so exempt or compliant or for any action taken by the Board or a
committee appointed by the Board with respect thereto. 

    
26. Governing Law. Except to the extent that provisions of this Plan are
governed by applicable provisions of the Code or any other substantive provision
of federal law, this Plan shall be construed in accordance with, and shall be
governed by, the substantive laws of the State of California without regard to
any provisions of California law relating to the conflict of laws. 

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