EXHIBIT
10.9


 


SILICON
GRAPHICS, INC.


 


AMENDED
AND RESTATED


1998
EMPLOYEE STOCK PURCHASE PLAN


(as of February 1,
2005)


 


The following constitutes
the provisions of the Employee Stock Purchase Plan (herein called the “Plan”)
of Silicon Graphics, Inc.


 


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 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
shall, accordingly, 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” means the Board of Directors
of the Company or, to the extent authorized by the Board, a committee of the
Board.


 


(b)           “Code” means the Internal Revenue
Code of 1986, as amended.


 


(c)           “Common Stock” means the Common
Stock, $0.001 par value, of the Company.


 


(d)           “Company” means Silicon Graphics,
Inc. and Designated Subsidiaries of the Company.


 


(e)           “Compensation” means base pay, plus
any amounts attributable to overtime, shift premium, incentive compensation,
bonuses and commissions (exclusive of “spot bonuses” and any other such item
specifically directed for all Employees by the Board or its committee).


 


(f)            “Designated Subsidiaries” means the
Subsidiaries which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.


 


(g)           “Employee” means any individual who
is an Employee of the Company for tax purposes whose customary employment with
the Company is at least twenty (20) hours per week and more than five (5)
months in a calendar year.  For purposes
of the Plan, the employment relationship will be treated as continuing intact
while the individual is on sick leave or other leave of absence approved in
writing by the Company.  Where the period
of leave (other than a personal leave of absence) 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.  In the case of a
personal leave of absence, the employment relationship shall be deemed to have
terminated on the commencement date.


 


(h)           “Enrollment Date” means the first
Trading Day of each Offering Period.


 


(i)            “Exercise Date” means the last
Trading Day of each Offering Period.


 


(j)            “Fair Market Value” means, as of any
date, the value of the Common Stock determined by the Board based on such
factors as the Board determines relevant, provided


 





















 


however, that if there is
a public market for the Common Stock the fair market value will be determined
as follows:


 


(1)           If the Common Stock is listed on any
established stock exchange or a national market system, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day on or prior to the date of such determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable; or


 


(2)           If the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean of the closing bid and asked prices for
the Common Stock on or prior to the date of such determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable.


 


(k)           “Maximum Amount” means, subject to
applicable law, the maximum number of shares of Common Stock that a participant
may purchase on any given Exercise Date or the maximum contribution amounts, as
determined by the Board or its committee in its sole discretion.


 


(l)            “Offering Period” means the
approximately six-month period commencing after one Exercise Date and ending
with the next Exercise Date.  The
duration and timing of Offering Periods may be changed pursuant to Sections 4
and 19 of this Plan.


 


(m)          “Plan” means this 1998 Employee Stock
Purchase Plan, as amended.


 


(n)           “Purchase Price” means 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 19.


 


(o)           “Reserves” means the number of shares
of Common Stock covered by each option under the Plan that has not yet been
exercised and the number of shares of Common Stock that have been authorized
for issuance under the Plan but not yet placed under option.


 


(p)           “Subsidiary” means any corporation,
domestic or foreign, in which the Company or a Subsidiary owns, directly or
indirectly, 50% or more of the voting shares, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.


 


(q)           “Trading Day” means a day on which
national stock exchanges and the Nasdaq System are open for trading.


 


3.             Eligibility.


 


(a)           General Rule.  Any Employee who is employed by the Company
on a given Enrollment Date shall be eligible to participate in the Plan,
subject to the requirements of Section 5(a) and the limitations imposed by
Section 423(b) of the Code.


 


(b)           Exceptions.  Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan if
(i) immediately after the grant, such Employee (or any other person whose
stock ownership would be attributed to such Employee pursuant to Section 424(d)
of the Code) would own capital stock and/or hold outstanding options to
purchase shares 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) the rate of withholding under such option would
permit the employee’s rights to purchase shares under all employee stock
purchase plans (described in Section 423 of the Code) of the Company and its


 


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subsidiaries to accrue (i.e., become exercisable) at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) of fair market value of such shares
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.


 


(c)           Highly Compensated Employees.  The Board may determine that a designated
group of highly compensated Employees are ineligible to participate in the Plan
so long as the excluded category fits within the definition of “highly
compensated employee” in Section 414(q) of the Code.


 


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 February 1
and August 1 each year, or on such other date as the Board shall
determine, and continuing thereafter until terminated in accordance with
Section 19.  The Board shall have the
power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future offerings without stockholder 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 or at any time
as provided in Section 19.


 


5.             Participation.


 


(a)           An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form provided by the Company and filing it with the
Company prior to the applicable Enrollment Date, unless a later time for filing
the subscription agreement is set for all eligible Employees with respect to
such Offering Period.  Unless otherwise
determined by the Board, an eligible Employee may participate in only one
Offering Period at a time.


 


(b)           Payroll deductions for a participant
shall commence with the first payroll following the Enrollment Date (or as soon
as administratively feasible) and shall end on the last payroll in the Offering
Period to which such authorization is applicable, unless the participant
withdraws from the Plan as provided in Section 10.


 


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 payday during all subsequent Offering Periods at a rate not
exceeding ten percent (10%) nor less than one percent (1%), or such other rate
as may be determined from time to time by the Board, of the Compensation which
he or she would otherwise receive on such payday without regard to deferral
elections, provided that the aggregate of such payroll deductions during any
Offering Period shall not exceed ten percent (10%), or such other percentage as
may be determined from time to time by the Board, of the aggregate Compensation
which he or she would otherwise have received during said Offering Period.


 


(b)           All payroll deductions authorized by
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, or, subject to
paragraph (a), may change the rate of his or her payroll deductions during an
Offering Period by completing and filing with the Company a new authorization
for payroll deduction.  The Board may, in
its discretion, limit the number of participation rate changes in any Offering
Period.  A change in rate shall be
effective as soon as administratively feasible following the Company’s receipt
of the new authorization.  A participant’s
subscription agreement shall remain in effect for successive Offering Periods
unless the participant withdraws from the Plan as provided in Section 10.


 


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(d)           Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code, Section 3(b) of
the Plan or the Board’s determination of the Maximum Amount, a participant’s
payroll deductions may be automatically 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 when
allowed by such sections, unless the participant has withdrawn pursuant to
Section 10.


 


(e)           At the time the option 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 on the exercise of the option 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.


 


7.             Grant of Option.


 


(a)           On each Enrollment Date of each
Offering Period, each eligible Employee participating in such Offering Period
shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the applicable Purchase Price) a number of full shares of
the Company’s Common Stock arrived at by dividing such Employee’s payroll
deductions to be accumulated prior to such Exercise Date and retained in the
Employee’s account as of the Exercise Date by the applicable Purchase Price;
provided that the maximum number of shares a participant may purchase during
each Offering Period shall be determined by (i) dividing $40,000 by the
Fair Market Value of a share of the Company’s Common Stock on the Enrollment
Date or (ii) if less, by the “Maximum Cap” set for such Offering Period; and provided
further that such purchase shall be subject to the limitations set forth
in Sections 3(b) and 12.  The “Maximum
Cap” for each Offering Period shall be the number of shares purchasable under
the Plan during that Offering Period with the maximum payroll deductions
permitted by Section 6(d) (including the Maximum Amount), based on the Fair
Market Value of the Common Stock at the beginning of the Offering Period.  The Board may, for future Offering Periods,
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 the option shall
occur as provided in Section 8 of the Plan, unless the participant has
withdrawn pursuant to Section 10.  The
option shall expire on the last day of the Offering Period.


 


8.             Exercise of Option.


 


(a)           Unless a participant withdraws from
the Offering Period as provided in Section 10, his or her option for the
purchase of shares will be exercised automatically at each Exercise Date, and
the maximum number of full shares subject to option will be purchased at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account.  No fractional shares will be
purchased.  The shares purchased upon
exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date.  During
his or her lifetime, a participant’s option to purchase shares hereunder is
exercisable only by the participant.


 


(b)           If the Board determines that, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised may exceed (i) the number of shares of Common Stock that were
available for sale under the Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of shares available for sale under the Plan
on such Exercise Date, the Board may in its sole discretion provide that the
Company shall make a pro rata allocation of the shares of Common Stock
available for purchase on such Enrollment Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall


 


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determine in its sole
discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and (x) continue all Offering
Periods then in effect, or (y) terminate any or all Offering Periods then in
effect pursuant to Section 19.  The
Company may make pro rata allocation of the shares available on the Enrollment
Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional shares for issuance under the
Plan by the Company’s stockholders subsequent to such Enrollment Date.


 


9.             Delivery. 
As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange for the shares purchased upon
exercise of his or her option to be electronically credited to the participant’s
designated brokerage account at one of the securities brokerage firms
participating in the Company’s direct deposit program from time to time.  Any cash remaining to the credit of a
participant’s account under the Plan after a purchase by him or her of shares
at the Exercise Date of each Offering Period which merely represents a
fractional share shall be credited to the participant’s account for the next
subsequent Offering Period; any additional cash shall be returned to said
participant.


 


10.           Withdrawal; Termination of
Employment.


 


(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 option under the Plan at any time by giving
written notice to the Company on a form provided for such purpose.  All of the participant’s payroll deductions
credited to his or her account will be paid to the participant as soon as
practicable after receipt of the notice of withdrawal, his or her option for
the current Offering Period will be automatically canceled, and no further
payroll deductions for the purchase of shares will be made during such Offering
Period.  If a participant withdraws from
an Offering Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.


 


(b)           Upon a participant’s ceasing to be an
Employee for any reason, including retirement or death, he or she will be
deemed to have elected to withdraw from the Plan and the payroll deductions
accumulated in his or her account during the Offering Period but not yet used
to exercise the option will be returned to him or her as soon as practicable
after such termination or, in the case of death, to the person or persons
entitled thereto under Section 14, and his or her option will be automatically
canceled.  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.


 


(c)           A participant’s withdrawal from an
Offering Period will not have any effect upon his or her eligibility to
participate in a succeeding Offering Period or in any similar plan which may
hereafter be adopted by the Company.


 


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


 


12.           Stock.


 


(a)           Subject to adjustment upon changes in
capitalization of the Company as provided in Section 18, the maximum number of
shares of the Company’s Common Stock which shall be reserved for sale under the
Plan after July 30, 2003 shall be 12,000,592 shares.  “Issued Shares” shall mean the number of
shares of Common Stock of the Company outstanding on such date plus any shares
reacquired by the Company during the fiscal year that ends on such date.  The shares to be sold to participants in the
Plan may be, at the election of the Company, either treasury shares or shares
authorized but unissued.  If the total
number of shares which would otherwise be subject to options granted pursuant
to Section 7(a) hereof on the Enrollment Date of


 


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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), the
Company shall make a pro rata allocation of the shares remaining available for
option grant in as uniform and equitable a manner as is practicable.  In such event, the Company shall give written
notice of such reduction of the number of shares subject to the option to each
participant affected thereby and shall similarly reduce the rate of payroll
deductions if necessary and return any excess funds accumulated in each
participant’s account as soon as practicable after the affected Exercise Date
of such Offering Period.


 


(b)           The participant will have no interest
or voting rights in shares covered by his or her option until such option has
been exercised.


 


(c)           Shares to be delivered to a
participant under the Plan will be credited electronically to a brokerage
account in the name of the participant at one of the brokerage firms
participating from time to time in the Company’s direct deposit program.


 


13.           Administration.  (a) The Plan shall be administered by the
Board or a committee of members of the Board appointed by the Board.  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.


 


(b)           Notwithstanding any provision to the
contrary in this Plan, the Board or its designee may adopt rules or procedures
relating to the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures.  In addition, the Board may also adopt rules,
procedures or sub-plans applicable to particular Designated Subsidiaries or
locations, which sub-plans may be designed to be outside the scope of Section
423 of the Code.  To the extent
inconsistent with the requirements of Section 423 of the Code, such sub-plans
shall not be considered part of the Plan under Section 423 of the Code, and the
options granted thereunder shall not be considered to comply with Section 423
of the Code.


 


14.           Designation
of Beneficiary.


 


(a)           A participant may file a written
designation of a beneficiary who is to receive shares and/or cash, if any, from
the participant’s account under the Plan in the event of such participant’s death
at a time when cash or shares are held for his or her account.


 


(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 in
the absence of a valid designation of a beneficiary 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
reasonably designate.


 


15.           Transferability.  Neither payroll deductions 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.


 


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16.           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.


 


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, and will
set forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.


 


18.           Adjustments
Upon Changes in Capitalization.


 


(a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Offering Period (under Section 7), as well as the
price per share and the number of shares of Common Stock covered by each option
under the Plan that 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 option.


 


(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress will 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 otherwise provided by the Board.  The New Exercise Date shall be before the
date of the Company’s proposed dissolution or liquidation.  The Company shall notify each participant in
writing 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.


 


(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 option under the Plan shall be assumed
or an equivalent option shall be substituted by the successor corporation or a
parent or Subsidiary of the successor corporation.  If the successor corporation refuses to assume
or substitute for the option, any Offering Periods 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 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 has been
changed to the New Exercise Date and that the participant’s option will 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.


 


The Board may, if it so determines in the exercise of
its sole discretion, also make provision for adjusting the Reserves, as well as
the price per share of Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding


 


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Common Stock, and in the event of the Company being consolidated with
or merged into any other corporation.


 


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, no such
termination will affect options previously granted, provided that an Offering
Period may be terminated by the Board 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 stockholders.   Except as provided in Section 18 and this
Section 19, no amendment may make any change in any option theretofore granted
which adversely affects the rights of any participant.  In addition, 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 stockholder approval in such a manner and to such a degree as required.


 


(b)           Without stockholder 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:


 


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


 


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


 


(iii)          allocating shares.


 


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 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.  Notices given by means of the
Company’s online HR or similar system will be deemed to be written notices
under the Plan.


 


21.           Stockholder
Approval.  Continuance of the Plan
shall be subject to approval by the stockholders of the Company within twelve
months before or after the date the Plan is initially adopted.  Such stockholder approval shall be obtained
in the manner and degree required under the Delaware General Corporate Law.


 


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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 Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 an option, if
required by applicable securities laws, the Company may require the participant
for whose account the option is being exercised to represent and warrant at the
time of 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.           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 stockholders of the Company as described in Section 21.
It shall continue in effect for a term of twenty (20) years from its initial
effectiveness unless sooner terminated under Section 19.


 


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