<PAGE>

                                                                    Exhibit 10.5

                       MULTILINK TECHNOLOGY CORPORATION
                       --------------------------------

                       2000 EMPLOYEE STOCK PURCHASE PLAN
                       ---------------------------------

     I.        PURPOSE OF THE PLAN

     This Employee Stock Purchase Plan is intended to promote the interests of
Multilink Technology Corporation by providing eligible employees with the
opportunity to acquire a proprietary interest in the Corporation through
participation in a payroll-deduction based employee stock purchase plan designed
to qualify under Section 423 of the Code.

     Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

     II.       ADMINISTRATION OF THE PLAN

     The Plan Administrator shall have full authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

     III.      STOCK SUBJECT TO PLAN

               A.   The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The number of shares of Common Stock
initially reserved for issuance under the Plan shall not exceed one million five
hundred thousand (1,500,000) shares.

               B.   The number of shares of Common Stock available for issuance
under the Plan shall automatically increase on the first trading day of January
each calendar year during the term of the Plan, beginning with calendar year
2000, by an amount equal to one percent (1%) of the total number of shares of
Class A and Class B Common Stock outstanding on the last trading day in December
of the immediately preceding calendar year, but in no event shall any such
annual increase exceed 1,000,000 shares and in no event shall the aggregate
number of shares of Common Stock available for issuance under the Plan (as
adjusted for all such annual increases) exceed 11,500,000 shares.

               C.   Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date, (iii) the maximum number
and class of securities purchasable in the aggregate on any one Purchase Date
and (iv) the number and class of securities and the price per share in effect
under each outstanding purchase right in order to prevent the dilution or
enlargement of benefits thereunder.
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     IV.       OFFERING PERIODS

               A.   Shares of Common Stock shall be offered for purchase under
the Plan through a series of successive offering periods until such time as (i)
the maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

               B.   Each offering period shall be of such duration (not to
exceed twenty-four (24) months) as determined by the Plan Administrator prior to
the start date of such offering period. However, the initial offering period
shall commence at the Effective Time and terminate on the last business day in
December 2002. The next offering period shall commence on the first business day
in January 2003, and subsequent offering periods shall commence as designated by
the Plan Administrator.

               C.   Each offering period shall be comprised of a series of one
or more successive Purchase Intervals. Purchase Intervals shall run from the
first business day in July each year to the last business day in December of the
same year and from the first business day in January each year to the last
business day in June of the following year. However, the first Purchase Interval
in effect under the initial offering period shall commence at the Effective Time
and terminate on the last business day in June 2001.

               D.   Should the Fair Market Value per share of Common Stock on
any Purchase Date within an offering period be less than the Fair Market Value
per share of Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the purchase of
shares of Common Stock on such Purchase Date, and a new offering period shall
commence on the next business day following such Purchase Date. The new offering
period shall have a duration of twenty (24) months, unless a shorter duration is
established by the Plan Administrator within five (5) business days following
the start date of that offering period .

     V.        ELIGIBILITY

               A.   Each individual who is an Eligible Employee on the start
date of any offering period under the Plan may enter that offering period on
such start date or on any subsequent Semi-Annual Entry Date within that offering
period, provided he or she remains an Eligible Employee.

               B.   Each individual who first becomes an Eligible Employee after
the start date of an offering period may enter that offering period on any
subsequent Semi-Annual Entry Date within that offering period on which he or she
is an Eligible Employee.

               C.   The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.

               D.   To participate in the Plan for a particular offering period,
the Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.

                                      -2-
<PAGE>

     VI.       PAYROLL DEDUCTIONS

               A.   The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock during an offering period may be
any multiple of one percent (1%) of the Cash Earnings paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
fifteen percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

                    (i)  The Participant may, at any time during the offering
period, reduce his or her rate of payroll deduction to become effective as soon
as possible after filing the appropriate form with the Plan Administrator. The
Participant may not, however, effect more than one (1) such reduction per
Purchase Interval.

                    (ii) The Participant may, prior to the commencement of any
new Purchase Interval within the offering period, increase the rate of his or
her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the fifteen percent (15%)
maximum) shall become effective on the start date of the first Purchase Interval
following the filing of such form.

               B.   Payroll deductions shall begin on the first pay day
following the Participant's Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period. The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.

               C.   Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

               D.   The Participant's acquisition of Common Stock under the Plan
on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.

     VII.      PURCHASE RIGHTS

               A.   GRANT OF PURCHASE RIGHT. A Participant shall be granted a
separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

     Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after the grant, own
(within the meaning of

                                      -3-
<PAGE>

Code Section 424(d)) or hold outstanding options or other rights to purchase,
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Corporation or any Corporate Affiliate.

               B.   EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

               C.   PURCHASE PRICE. The purchase price per share at which Common
Stock will be purchased on the Participant's behalf on each Purchase Date within
the offering period shall be equal to eighty-five percent (85%) of the lower of
(i) the Fair Market Value per share of Common Stock on the Participant's Entry
Date into that offering period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date.

               D.   NUMBER OF PURCHASABLE SHARES. The number of shares of Common
Stock purchasable by a Participant on each Purchase Date during the offering
period shall be the number of whole shares obtained by dividing the amount
collected from the Participant through payroll deductions during the Purchase
Interval ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed five thousand (5,000) shares, subject to periodic adjustments in the
event of certain changes in the Corporation's capitalization. In addition, the
maximum aggregate number of shares of Common Stock purchasable in the aggregate
by all Participants on any one Purchase Date shall not exceed five hundred
thousand (500,000) shares, subject to periodic adjustments in the event of
certain changes in the Corporation's capitalization. However, the Plan
Administrator shall have the discretionary authority, exercisable prior to the
start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per Participant
and in total by all Participants on each Purchase Date during that offering
period.

               E.   EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of shares of Common Stock on any Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in the
aggregate on the Purchase Date shall be promptly refunded to the Participant.

               F.   TERMINATION OF PURCHASE RIGHT. The following provisions
shall govern the termination of outstanding purchase rights:

                    (i)  A Participant may, at any time prior to the next
scheduled Purchase Date in the offering period, terminate his or her outstanding
purchase right by filing the

                                      -4-
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appropriate form with the Plan Administrator (or its designate), and no further
payroll deductions shall be collected from the Participant with respect to the
terminated purchase right. Any payroll deductions collected during the Purchase
Interval in which such termination occurs shall, at the Participant's election,
be immediately refunded or held for the purchase of shares on the next Purchase
Date. If no such election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the terminated right shall
be refunded to the Participant as soon as possible.

                    (ii)   The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the Plan for the
Purchase Interval for which the terminated purchase right was granted or for any
subsequent Purchase Interval that commences 30 days or less after the effective
date of the termination. In order to resume participation in the Plan for any
subsequent Purchase Interval, such individual must re-enroll in the Plan (by
making a timely filing of the prescribed enrollment forms) on or before his or
her scheduled Entry Date into that Purchase Interval.

                    (iii)  Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status) while
his or her purchase right remains outstanding, then that purchase right shall
immediately terminate, and all of the Participant's payroll deductions for the
Purchase Interval in which the purchase right so terminates shall be immediately
refunded. However, should the Participant cease to remain in active service by
reason of an approved unpaid leave of absence, subject to the remaining
provisions of this paragraph (iii), the Participant shall have the right,
exercisable up until the last business day of the Purchase Interval in which
such leave commences, to (a) withdraw all the payroll deductions collected to
date on his or her behalf for that Purchase Interval or (b) have such funds held
for the purchase of shares on his or her behalf on the next scheduled Purchase
Date. If no such election is made by the Participant prior to the last business
day of the Purchase Interval, then all of the Participant's payroll deductions
for such Purchase Interval shall be immediately refunded to the Participant. In
no event, however, shall any further payroll deductions be collected on the
Participant's behalf during such leave. Upon the Participant's return to active
service (i) within ninety (90) days following the commencement of such leave or
(ii) prior to the expiration of any longer period for which such Participant's
right to reemployment with the Corporation is guaranteed by either statute or
contract, his or her payroll deductions under the Plan shall automatically
resume at the rate in effect at the time the leave began, unless the Participant
withdraws from the Plan prior to his or her return. However, should the
Participant's leave of absence exceed ninety (90) days and his or her re-
employment rights not be guaranteed by either statute or contract, then the
Participant's status as an Eligible Employee will be deemed to terminate on the
ninety-first (91st) day of that leave and such Participant's purchase right for
the Purchase Interval in which that leave began shall thereupon terminate and
all of the Participant's payroll deductions for the Purchase Interval in which
such ninety-first (91st) day occurs shall be immediately refunded to the
Participant. An individual who returns to active employment following such a
leave shall be treated as a new Employee for purposes of the Plan and must, in
order to resume participation in the Plan, re-enroll in the Plan (by making a
timely filing of the prescribed enrollment forms) on or before the start date of
the new Purchase Interval.

                                      -5-
<PAGE>

               G.   CHANGE IN CONTROL. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the Participant's Entry Date into the offering period in which such
Change in Control occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Change in Control. However, the
applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the limitation
applicable to the maximum number of shares of Common Stock purchasable in the
aggregate.

     The Corporation shall use its best efforts to provide at least ten (10)
days' prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

               H.   PRORATION OF PURCHASE RIGHTS. Should the total number of
shares of Common Stock to be purchased pursuant to outstanding purchase rights
on any particular date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

               I.   ASSIGNABILITY. The purchase right shall be exercisable only
by the Participant and shall not be assignable or transferable by the
Participant.

               J.   SHAREHOLDER RIGHTS. A Participant shall have no shareholder
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

     VIII.     ACCRUAL LIMITATIONS

               A.   No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

               B.   For purposes of applying such accrual limitations to the
purchase rights granted under the Plan, the following provisions shall be in
effect:

                                      -6-
<PAGE>

                    (i)    The right to acquire Common Stock under each
outstanding purchase right shall accrue in a series of installments on each
successive Purchase Date during the offering period on which such right remains
outstanding.

                    (ii)   No right to acquire Common Stock under any
outstanding purchase right shall accrue to the extent the Participant has
already accrued in the same calendar year the right to acquire Common Stock
under one (1) or more other purchase rights at a rate equal to Twenty-Five
Thousand Dollars ($25,000) worth of Common Stock (determined on the basis of the
Fair Market Value per share on the date or dates of grant) for each calendar
year such rights were at any time outstanding.

               C.   If by reason of such accrual limitations, any purchase right
of a Participant does not accrue for a particular Purchase Interval, then the
payroll deductions which the Participant made during that Purchase Interval with
respect to such purchase right shall be promptly refunded.

               D.   In the event there is any conflict between the provisions of
this Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

       IX.     EFFECTIVE DATE AND TERM OF THE PLAN

               A.   The Plan was adopted by the Board on September 29, 2000 and
shall become effective at the Effective Time, provided no purchase rights
granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until (i) the Plan shall have been approved by the
shareholders of the Corporation and (ii) the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such
shareholder approval is not obtained, or such compliance is not effected, within
twelve (12) months after the date on which the Plan is adopted by the Board, the
Plan shall terminate and have no further force or effect, and all sums collected
from Participants during the initial offering period hereunder shall be
refunded.

               B.   Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the tenth anniversary of the Effective Time,
(ii) the date on which all shares available for issuance under the Plan shall
have been sold pursuant to purchase rights exercised under the Plan or (iii) the
date on which all purchase rights are exercised in connection with a Change in
Control. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

       X.      AMENDMENT/TERMINATION OF THE PLAN

               A.   The Board may alter, amend, suspend or terminate the Plan at
any time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to

                                      -7-
<PAGE>

assure that the Corporation will not recognize, for financial reporting
purposes, any compensation expense in connection with the shares of Common Stock
offered for purchase under the Plan, should the financial accounting rules
applicable to the Plan at any time require the recognition of compensation
expense in the absence of such amendment or termination.

               B.   In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Corporation's
shareholders: (i) increase the number of shares of Common Stock issuable under
the Plan or the maximum number of shares purchasable per Participant or in the
aggregate by all Participants on any one Purchase Date, except for permissible
adjustments in the event of certain changes in the Corporation's capitalization,
(ii) alter the purchase price formula so as to reduce the purchase price payable
for the shares of Common Stock purchasable under the Plan or (iii) modify the
eligibility requirements for participation in the Plan.

       XI.     GENERAL PROVISIONS

               A.   All costs and expenses incurred in the administration of the
Plan shall be paid by the Corporation; however, each Plan Participant shall bear
all costs and expenses incurred by such individual in the sale or other
disposition of any shares purchased under the Plan.

               B.   Nothing in the Plan shall confer upon the Participant any
right to continue in the employ of the Corporation or any Corporate Affiliate
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such person's employment at any time for any reason, with or
without cause.

               C.   The provisions of the Plan shall be governed by the laws of
the State of California without resort to that State's conflict-of-laws rules.

               D.   The Corporation and each Participating Corporation shall
have the right to take whatever steps the Plan Administrator deems necessary or
appropriate to comply with all applicable federal, state and local income and
employment tax withholding requirements, and the Corporation's obligations to
deliver shares under this Plan shall be conditioned upon compliance with all
such withholding tax requirements. Without limiting the generality of the
foregoing, the Corporation and each Participating Corporation shall have the
right to withhold taxes from any other compensation or other amounts which it
may owe to the Participant, or to require the Participant to pay to the
Corporation or the Participating Corporation the amount of any taxes which the
Corporation or the Participating Corporation may be required to withhold with
respect to such shares. In this connection, the Plan Administrator may required
the Participant to notify the Plan Administrator, the Corporation or a
Participating Corporation before the Participant sells or otherwise disposes of
any shares acquired under this Plan.

                                      -8-
<PAGE>

                                  SCHEDULE A
                                  ----------

                         CORPORATIONS PARTICIPATING IN
                         -----------------------------

                         EMPLOYEE STOCK PURCHASE PLAN
                         ----------------------------

                           AS OF THE EFFECTIVE TIME
                           ------------------------

                       Multilink Technology Corporation



                                  SCHEDULE A
                                      -1-
<PAGE>

                                   APPENDIX
                                   --------

     The following definitions shall be in effect under the Plan:

     A.   BOARD shall mean the Corporation's Board of Directors.

     B.   CASH EARNINGS shall mean the (i) base salary payable to a Participant
by one or more Participating Companies during such individual's period of
participation in one or more offering periods under the Plan plus (ii) all
overtime payments, bonuses, commissions, current profit-sharing distributions
and other incentive-type payments.  Such Cash Earnings shall be calculated
before deduction of (A) any income or employment tax withholdings or (B) any
pre-tax contributions made by the Participant to any Code Section 401(k) salary
deferral plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate.  However, Cash
Earnings shall not include any contributions made on the Participant's behalf by
the Corporation or any Corporate Affiliate to any employee benefit or welfare
plan now or hereafter established.

     C.   CHANGE IN CONTROL shall mean either of the following shareholder-
approved transactions to which the Corporation is a party:

          (i)    a shareholder-approved merger or consolidation in which
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately prior to
such transaction,

          (ii)   a sale, transfer or other disposition of all or substantially
all of the assets of the Corporation, or

          (iii)  the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders.

     D.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     E.   COMMON STOCK shall mean the Corporation's Class A common stock.

     F.   CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of
the Corporation (as determined in accordance with Code Section 424), whether now
existing or subsequently established.

     G.   CORPORATION shall mean Multilink Technology Corporation, a California
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Multilink Technology Corporation which shall by
appropriate action adopt the Plan.

                                   APPENDIX
                                      -1-
<PAGE>

     H.   EFFECTIVE TIME shall mean the time at which the Underwriting Agreement
is executed and the Common Stock priced for the initial public offering. Any
Corporate Affiliate which becomes a Participating Corporation after such
Effective Time shall designate a subsequent Effective Time with respect to its
employee-Participants.

     I.   ELIGIBLE EMPLOYEE shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section
3401(a).

     J.   ENTRY DATE shall mean the date an Eligible Employee first commences
participation in the offering period in effect under the Plan. The earliest
Entry Date under the Plan shall be the Effective Time.

     K.   FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

          (i)    If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported on
the Nasdaq National Market. If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

          (ii)   If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined
by the Plan Administrator 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 closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.

          (iii)  For purposes of the initial offering period which begins at the
Effective Time, the Fair Market Value shall be deemed to be equal to the price
per share at which the Common Stock is sold in the initial public offering
pursuant to the Underwriting Agreement.

     L.   1933 ACT shall mean the Securities Act of 1933, as amended.

     M.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     N.   PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

     O.   PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

                                   APPENDIX
                                      -2-
<PAGE>

     P.   PLAN shall mean the Corporation's 2000 Employee Stock Purchase Plan,
as set forth in this document.

     Q.   PLAN ADMINISTRATOR shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.

     R.   PURCHASE DATE shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be June 30, 2001.

     S.   PURCHASE INTERVAL shall mean each successive six (6)-month period
within the offering period at the end of which there shall be purchased shares
of Common Stock on behalf of each Participant.

     T.   SEMI-ANNUAL ENTRY DATE shall mean the first business day in July and
January each year on which an Eligible Employee may first enter an offering
period.

     U.   STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

     V.   UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

                                   APPENDIX
                                      -3-
<PAGE>

             AMENDMENT NO. 1 TO 2000 EMPLOYEE STOCK PURCHASE PLAN
             ----------------------------------------------------

     Section III.A. of the Purchase Plan is hereby deleted in its entirety and
replaced with the following:

          "The stock purchasable under the Plan shall be shares of authorized
     but unissued or reacquired Common Stock, including shares of Common Stock
     purchased on the open market. The number of shares of Common Stock
     initially reserved for issuance under the Plan shall not exceed two million
     seventy-one thousand six hundred fifty-two (2,071,652) shares."

     Section III.B. of the Purchase Plan is hereby deleted in its entirety and
replaced with the following:

          "The number of shares of Common Stock available for issuance under the
     Plan shall automatically increase on the first trading day of January each
     calendar year during the term of the Plan, beginning with calendar year
     2002, by an amount equal to one percent (1%) of the total number of shares
     of Class A and Class B Common Stock outstanding on the last trading day in
     December of the immediately preceding calendar year, but in no event shall
     any such annual increase exceed 1,000,000 shares and in no event shall the
     aggregate number of shares of Common Stock available for issuance under the
     Plan (as adjusted for all such annual increases) exceed 11,500,000 shares."

     Section III.C. of the Purchase Plan is hereby amended by removing the
period and adding the following:

          "and (v) the maximum number and class of securities by which the share
     reserve is to increase automatically each calendar year pursuant to the
     provisions of Section III.B. of the Plan."