EXHIBIT 10.4



PLUMTREE SOFTWARE, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

The following constitutes the provisions of the 2002 Employee Stock
Purchase Plan of Plumtree Software, Inc.

Purpose. The purpose of the Plan is to provide Employees with an opportunity to purchase Common Stock through accumulated payroll
deductions.  It is the intention of the Company to have the Plan qualify as an Employee Stock Purchase Plan under Section 423 of the Code.  The provisions of the Plan, accordingly, shall be construed so as to extend and limit
Plan participation in a manner that is consistent with the requirements of that section of the Code.

Administrator means the Board or any committee thereof designated by the Board in accordance with Section 14.

Board means the Board of
Directors of the Company.

Change of Control means the occurrence of any of the following events:Any person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company  representing fifty percent (50%) or more of the total voting power represented by the
Companys then outstanding voting securities; or The consummation of the sale or disposition by the Company of all or substantially all of the Companys assets; or The consummation of a merger or consolidation of the Company, with
any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation. A change in the composition of the Board, as a result of which fewer than a majority of the Directors are Incumbent Directors.  "Incumbent Directors" means Directors who either (A) are Directors as of the effective
date of the Plan (pursuant to Section 23), or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with any transaction
described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of Directors of the Company.

Code means the
Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.

Common Stock
means the common stock of the Company.

Company means Plumtree Software, Inc., a Delaware corporation.

Compensation means an Employees base straight time gross earnings and bonuses, but exclusive of payments for commissions, overtime, shift premium and other compensation.

Designated Subsidiary means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan.

Director means a member of the Board.

Employee means any individual who is a common law employee of an Employer and is customarily
employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer.  For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Employer.  Where the period of leave exceeds ninety (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.

Employer means any one or all of the Company and its Designated Subsidiaries.

Enrollment Date means the first
Trading Day of each Offering Period.

Exchange Act means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

Exercise Date means the first Trading Day on or after February 1 and August 1 of each year.  The first Exercise Date under the Plan shall be February 3, 2003.

Fair Market Value means, as of any date, the value of Common Stock determined as follows: If the Common Stock is listed on any established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or; 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 the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or; In
the absence of an established market for the Common Stock, its Fair Market Value shall be determined in good faith by the Administrator, or; For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall
be the initial price to the public as set forth in the final prospectus deemed to be included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock (the
Registration Statement).

Offering Periods means the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after February 1 and August 1 of each year and terminating on the first Trading Day on or after the February 1 and August 1 Offering Period commencement date approximately twenty-four months
later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Companys Registration Statement effective and
ending on the first Trading Day on or after the earlier of (i)  February 1, 2004 or (ii) twenty-seven (27) months from the beginning of the first Offering Period; and provided, further, that the second Offering Period under the Plan shall
commence on February 3, 2003.  The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.

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

Plan means this 2002 Employee Stock Purchase Plan.

Purchase Period means the approximately six (6) month period commencing on one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall
commence on the Enrollment Date and end with the next Exercise Date.

Purchase Price means an amount equal to eighty-five percent (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 Administrator pursuant to Section 20.

Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code.

Trading
Day means a day on which the U.S. national stock exchanges and the Nasdaq System are open for trading.

-2-





---

Eligibility.

First Offering Period.  Any individual who is an Employee immediately prior to the first
Offering Period under the Plan shall be automatically enrolled in the first Offering Period.

Subsequent Offering Periods.  Any individual who is an Employee as of the Enrollment Date of
any future Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 5.

Limitations.  Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital
stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or
Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is
outstanding at any time.Offering Periods.  The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after February 1 and August 1 of each year,
or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance with Section 20; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or
after the date on which the Securities and Exchange Commission declares the Companys Registration Statement effective and ending on the first Trading Day on or after the earlier of (i) February 1, 2004 or (ii) twenty-seven (27) months from the
beginning of the first Offering Period; and provided, further, that the second Offering Period under the Plan shall commence on February 3, 2003. The Administrator 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 prior to the scheduled beginning of the first Offering Period to be affected thereafter. Participation.

First Offering Period.  An Employee who has become a participant in the first Offering Period under the Plan pursuant to Section 3(a) shall be entitled to continue his or her participation in such Offering
Period only if he or she submits to the Companys payroll office (or its designee) a properly completed subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose (i) no earlier than the
effective date of the filing of the Companys Registration Statement on Form S-8 with respect to the shares of Common Stock issuable under the Plan (the Effective Date) and (ii) no later than five (5) business days from the
Effective Date (the Enrollment Window).  A participants failure to submit the subscription agreement during the Enrollment Window pursuant to this Section 5(a) shall result in the automatic termination of his or her
participation in the first Offering Period under the Plan.

At the time a participant enrolls in the Plan pursuant to Section 5, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an amount
not exceeding 15% of the Compensation which he or she receives on each such payday; provided, that should a payday occur on an Exercise Date, a participant shall have the payroll deductions made on such payday applied to his or her account under the
new Offering Period or Purchase Period, as the case may be.

Payroll deductions authorized by a participant shall commence on the first payday following the Enrollment Date and shall end on the last
payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10; provided, however, that for the first Offering Period under the Plan, payroll deductions shall commence
on the first payday on or following the end of the Enrollment Window.

-3-





---

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

A participant may discontinue his or her participation in the Plan as provided in Section 10, or may change the rate of his or her payroll deductions
during the Offering Period by (i) properly completing and submitting to the Companys payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement
authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a participant has not followed such procedures to
change the rate of payroll deductions, the rate of his or her payroll deductions shall continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The
Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by participants during any Offering Period.  Any change in payroll deduction rate made pursuant to this Section 6(d)
shall be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the participant (unless the Administrator, in its sole discretion, elects to process a given change in payroll
deduction rate more quickly).

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

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 upon 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 the sale or early disposition of Common Stock by the Employee. Grant of Option.  On the Enrollment Date of each Offering Period,
each 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) up to a number of shares of Common Stock determined by dividing such
participants payroll deductions accumulated prior to such Exercise Date and retained in the participants account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall a participant be permitted to
purchase during each Purchase Period more than 10,000 shares of Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(c) and 13.  The
Employee may accept the grant of such option (i) with respect to the first Offering Period under the Plan, by submitting a properly completed subscription agreement in accordance with the requirements of Section 5(a) on or before the last day of the
Enrollment Window, and (ii) with respect to any future Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5(b).  The Administrator may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of Common Stock that a participant may purchase during each Purchase Period of such Offering Period.  Exercise of the option shall occur as provided in Section 8, unless the
participant has withdrawn pursuant to Section 10.  The option shall expire on the last day of the Offering Period.

Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock shall be exercised automatically on the Exercise Date, and the maximum number of full shares
subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account.  No fractional shares of Common Stock shall be purchased; any payroll deductions
accumulated in a participants account which are not sufficient to purchase a full share shall be retained in the participants account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant
as provided in Section 10.  Any other monies left over in a participants account after the Exercise Date shall be returned to the participant.  During a participants lifetime, a participants option to purchase shares
hereunder is exercisable only by him or her.

Notwithstanding any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which options are to be exercised may exceed (i) the number of shares of

-4-





---

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 of Common Stock available for sale
under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) 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 determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods
then in effect, or (y) 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 determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20.  The Company may
make pro rata allocation of the shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares of Common Stock for issuance under
the Plan by the Companys shareholders subsequent to such Enrollment Date.Delivery.  As soon as administratively practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall
arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion).  No participant shall have any voting, dividend, or other
shareholder 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. Withdrawal.

Under procedures established by the Administrator, 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 (i) submitting to the Companys payroll office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose, or (ii) following an electronic or other withdrawal procedure prescribed by
the Administrator. All of the participants payroll deductions credited to his or her account shall be paid to such participant as promptly as practicable after the effective date of his or her withdrawal and such participants option for
the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering Period, payroll deductions shall not resume
at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5.

A participants withdrawal from an Offering
Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which
the participant withdraws.Termination of Employment.  In the event a participant ceases to be an Employee of an Employer, his or her option shall remain exercisable for a period of ninety (90) days from the date of such
Employees termination.  Upon the expiration of such ninety (90) day period or a date prior to the expiration of such ninety (90) day period if requested by the participant, any payroll deductions credited to such participants
account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such
participants option shall be automatically terminated.Interest.  No interest shall accrue on the payroll deductions of a participant in the Plan. Stock.

Subject to
adjustment upon changes in capitalization of the Company as provided in Section 19, the maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 2,000,000 shares plus an annual increase to be added on
the first day of the Companys fiscal year beginning in fiscal year 2003, equal to the lesser of (i) 1,500,000 shares, (ii) 2% of the outstanding shares on such date or (iii) an amount determined by the Board.

Shares of Common Stock to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.Administration.  The Plan shall
be administered by the Board or a committee of members of the Board who shall be appointed from time to time by, and shall serve at the pleasure of, the Board.  The Administrator 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.  The Administrator, in its sole discretion and on such terms and conditions as it may provide, may
delegate to one or more individuals all or any part of its authority and powers under the Plan. Every finding, decision and determination made by the Administrator (or its designee) shall, to the full extent

-5-



---

permitted by law, be final and binding upon all parties. Designation of Beneficiary.

A participant may designate a
beneficiary who is to receive any shares of Common Stock and cash, if any, from the participants account under the Plan in the event of such participants death subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash.  In addition, a participant may designate a beneficiary who is to receive any cash from the participants account under the Plan in the event of such participants death prior to
exercise of the option.  If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

Such designation of
beneficiary may be changed by the participant at any time.  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.

All beneficiary designations under this Section 15 shall be made in such form and manner as the Administrator may prescribe from time to time.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 of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent
and distribution or as provided in Section 15) 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 from an
Offering Period in accordance with Section 10.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.  Until shares of Common Stock are issued under the Plan (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant shall only have
the rights of an unsecured creditor with respect to such shares. Reports.  Individual accounts shall be maintained for each participant in the Plan.  Statements of account shall be given to participating Employees at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.Adjustments, Dissolution, Liquidation, Merger or Change of
Control.

Adjustments.  In the event that any dividend or other distribution (whether in the form of cash, 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 Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the
Common Stock such that an adjustment is determined by the Administrator (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, then
the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under
the Plan which has not yet been exercised, and the numerical limits of Sections 7 and 13.

Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the
Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board.  The New Exercise Date shall be before the date of the Companys proposed dissolution or liquidation.  The Board shall notify each participant in writing, at least ten (10) business days prior to the
New Exercise Date, that the Exercise Date for the participants 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.

Merger or Change of Control.  In the event of a merger of the Company with or into another corporation
or a Change of Control, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a

-6-





---

Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or substitute for the option, any Purchase 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 merger or Change of Control.  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.

Amendment or Termination.

The Administrator may at any time and for any reason terminate or amend the Plan.  Except as provided in Section
19, no such termination can affect options previously granted under the Plan, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Plan is in the
best interests of the Company and its stockholders.  Except as provided in Section 19 and this Section 20, 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 stockholder approval in such a manner and to such a degree as
required.

Without stockholder consent and without regard to whether any participant rights may be considered to have been adversely affected, the Administrator 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 Administrator determines in its sole discretion advisable which are consistent with the Plan.

In the event the Administrator 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: altering the
Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; 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 allocating shares.

Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.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.Conditions Upon Issuance of Shares.  Shares of Common Stock shall not be issued with respect to an option under the Plan 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, including the rules and regulations promulgated thereunder, the Exchange Act 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.Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the stockholders of the Company.  It shall continue in effect until terminated under Section 20. Automatic Transfer to Low Price Offering Period.  To the extent permitted
by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than

-7-



---

the Fair Market Value of the Common Stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such
Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.

-8-