TENET HEALTHCARE EIGHTH AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN



 Exhibit 4.1 
 TENET HEALTHCARE CORPORATION 
 EIGHTH AMENDED AND RESTATED 
 1995 EMPLOYEE STOCK PURCHASE PLAN 
 Effective May 8, 2008 







 TABLE OF CONTENTS 
  


					
	 ARTICLE I - PURPOSE, COMMENCEMENT AND HISTORY
	  	1
	 1.1
	    	 Purpose
	  	1
	 1.2
	    	 Commencement and History
	  	1
		
	 ARTICLE II - DEFINITIONS
	  	3
	 2.1
	    	 Definitions
	  	3
		
	 ARTICLE III - ELIGIBILITY AND PARTICIPATION
	  	5
	 3.1
	    	 Eligibility
	  	5
	 3.2
	    	 Limitations
	  	5
	 3.3
	    	 Participation
	  	5
	 3.4
	    	 Termination of Employment
	  	6
	 3.5
	    	 Death, Retirement or Permanent Disability
	  	7
		
	 ARTICLE IV - PURCHASE OF COMMON STOCK
	  	8
	 4.1
	    	 Purchase of Common Stock
	  	8
	 4.2
	    	 Notice of Purchase, Stock Certificates, Voting Rights
	  	8
	 4.3
	    	 Notification of Disposition of Stock
	  	9
		
	 ARTICLE V - MISCELLANEOUS PROVISIONS
	  	10
	 5.1
	    	 Shares Subject to Plan; Adjustments
	  	10
	 5.2
	    	 Administration of the Plan
	  	10
	 5.3
	    	 Amendment of the Plan
	  	12
	 5.4
	    	 Termination of the Plan
	  	12
	 5.5
	    	 Governing Law; Compliance With Law
	  	13
	 5.6
	    	 No Assignment
	  	13
	 5.7
	    	 No Contract of Employment
	  	13
	 5.8
	    	 No Rights as Stockholder
	  	13








 ARTICLE I 
 PURPOSE, COMMENCEMENT AND HISTORY 
  

	1.1	Purpose 

 The purpose of the ESPP is to provide the
employees of the Company and its Subsidiaries with added incentive to continue in their employment and to encourage increased efforts to promote the best interests of the Company by permitting eligible employees to purchase shares of Common Stock of
the Company at prices less than the current market price thereof. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Code and shall be interpreted and construed in accordance with such purpose. 
  

	1.2	Commencement and History 

 The ESPP was approved by
the Board of Directors of the Company on August 11, 1995 and approved by the Company’s shareholders on September 25, 1995. The purchase of Common Stock under the ESPP began with the calendar quarter commencing on April 1, 1996.

 The ESPP has been amended and restated on six prior occasions. Specifically, on July 30, 1997, the Board of Directors approved the
first amendment and restatement of the ESPP, which was approved by the Company’s shareholders on October 1, 1997. This amendment and restatement increased the maximum number of shares of Common Stock available for purchase under the ESPP
from 2,000,000 shares to 5,000,000 shares. 
 On December 3, 1997, the Board approved the second amendment and restatement of the ESPP.
Shareholder approval was not required for this amendment and restatement, which clarified the definition of “Covered Compensation.” 
 On July 28, 1999, the Board approved the third amendment and restatement of the ESPP, which was approved by the Company’s shareholders on October 6, 1999. This amendment and restatement increased the maximum number of shares
of Common Stock available for purchase under the ESPP from 5,000,000 shares to 9,500,000 shares. 
 On April 14, 2000, the Board approved
the fourth amendment and restatement of the ESPP. Shareholder approval was not required for this amendment and restatement, which modified the definition of “Covered Compensation” and delegated authority to amend, modify or alter the ESPP
to the Compensation Committee. 
 On April 10, 2001, the Compensation Committee approved the fifth amendment and restatement of the ESPP.
Shareholder approval was not required for this amendment and restatement, which changed the period new employees must wait before being eligible to participate in the ESPP from six months to 30 days. 
 On May 22, 2001, the Compensation Committee approved the sixth amendment and restatement of the ESPP. Shareholder approval was not required for this
amendment and restatement, which clarified the definition of “Covered Compensation” and other operational terms of the ESPP. 
 On
May 5, 2004 the Compensation approved the seventh amendment and restatement of the ESPP. Shareholder approval was not required for this amendment and restatement which amended the ESPP effective July 1, 2004 to (a) reduce the discount
on the purchase price for each share of Common Stock, (b) eliminate the “look back period” for purposes of determining the purchase price for each share of Common Stock, (c) eliminate the cashout provision applicable upon a
termination of employment, (d) impose a holding period of twelve (12) months on each share of Common Stock purchased by an active Employee under the ESPP, and (e) appoint the Plan Director to handle the day-to-day administration of
the ESPP on a ministerial basis. The terms of the seventh amendment and restatement are set forth in this document. 
 On March 5, 2008,
the Compensation Committee approved the eighth amendment and restatement of the ESPP, which was approved by the Company’s shareholders on May 8, 2008. This amendment and 








 
restatement increased the maximum number of shares of Common Stock available for purchase under the ESPP from 14,250,000 shares (taking into account the 3:2
stock split in 2001) to 16,250,000, an increase of 2,000,000 shares, resulting in approximately 2,213,000 shares remaining available for purchase (2,000,000 plus the number of shares previously authorized but not yet purchased as of
December 31, 2007 which was the last purchase date prior to this restatement of the ESPP). 
  

			
	  
	 	
	End of Article I	 	

  

 2 








 ARTICLE II 
 DEFINITIONS 
  

	2.1	Definitions 

 As used in the ESPP, the following
terms and phrases shall have the following meanings: 
  

	 	(a)	“Board of Directors” means the Board of Directors of the Company. 

  

	 	(b)	“Closing Market Price” means (i) if the Common Stock is traded on a national securities exchange, the Closing Market Price shall be the closing price
reported by the applicable composite transactions report on the date of any determination or, if the Common Stock is not traded on such date, the closing price so reported on the next following date on which the Common Stock is traded on such
exchange, or (ii) if the foregoing provision is inapplicable, the Closing Market Price shall be determined by the Compensation Committee in good faith on such basis as it deems appropriate. 

  

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

  

	 	(d)	“Commencement Date” means the first day of a Plan Quarter. 

  

	 	(e)	“Compensation Committee” means the Compensation Committee of the Board of Directors, or such other committee designated by the Board of Directors for purposes of
administering the ESPP. 

  

	 	(f)	“Common Stock” means the common stock of the Company, par value $0.05 per share. 

  

	 	(g)	“Company” means Tenet Healthcare Corporation, a Nevada corporation. 

  

	 	(h)	“Contribution Account” means the bookkeeping account established on behalf of a Participant pursuant to Article III to which shall be credited his or her
Participant Contributions. 

  

	 	(i)	“Contribution Rate” means the percentage of a Participant’s Covered Compensation during each payroll period designated by each such Participant to be
contributed by regular payroll deductions to his or her Contribution Account as set forth in Section 3.3 . 

  

	 	(j)	“Covered Compensation” means: 

  

	 	(i)	The entire amount paid to an Employee by a Sponsoring Employer for the performance of duties including base salaries, wages paid on an hourly or other time basis,
commissions, overtime and certain other amounts of cash compensation paid during the Plan Quarter, excluding bonuses, foreign service pay, hardship withdrawal allowances and any other pay intended to reimburse the Employee for the higher cost
of living outside the United States, Annual Incentive Plan Awards, automobile allowances, ExecuPlan payments, housing allowances, relocation payments, deemed income, income payable under the stock incentive plans, Christmas gifts, insurance premiums
and other imputed income, pensions, retirement benefits, prizes or awards (such terms to include, but not be limited to, amounts redeemed by an Employee from rideshare points, either in cash or in merchandise purchased by the Employee with such
points). 

  

	 	(ii)	The entire amount paid to an Employee by a Sponsoring Employer on account of a period of time during which no duties are performed, including salaries, wages paid on an
hourly or other time basis, commissions and salary or wage continuation paid during vacation, holiday, illness, jury duty, military duty or leave of absence, regardless of the form of payment, excluding (A) any payments made or due under
a plan maintained solely for the purpose of complying with workers’ compensation or unemployment compensation or disability insurance laws, (B) any payment which solely reimburses the Employee for expenses incurred by the Employee,
(C) severance pay, or (D) imputed income. 

  

 3 









	 	(iii)	For purposes of Subparagraphs (i) and (ii) above, “Covered Compensation” for any Plan Quarter shall also include amounts described in Subparagraph
(i) and (ii) which are deferred by a Participant under the Tenet Healthcare Corporation 401(k) Retirement Savings Plan, as amended, in accordance with section 401(a) of the Code, under a “cafeteria plan” maintained by the Company
or a subsidiary in accordance with section 125 of the Code, or under the Company’s deferred compensation plans. 

  

	 	(k)	“Employee” means each employee of a Sponsoring Employer whose customary employment is at least twenty (20) hours a week and more than six months in a calendar
year and who has reached the age of majority in his or her state of residence. For purposes of the ESPP, “employment” shall be determined in accordance with the provisions of section 1.421-7(h) of the Treasury Regulations (or any successor
regulations). 

  

	 	(l)	“ESPP” means the Eighth Amended and Restated 1995 Employee Stock Purchase Plan as set forth herein, as it may be amended from time to time.


  

	 	(m)	“Participant” means any Employee of a Sponsoring Employer who has met the conditions and provisions for becoming a Participant set forth in Article III.


  

	 	(n)	“Participant Contributions” means the aggregate dollars actually contributed by each Participant to his or her Contribution Account. 

  

	 	(o)	“PAC” means the Pension Administration Committee of the Company designated by the Compensation Committee for purposes of assisting with the administration of the
ESPP. 

  

	 	(p)	“Permanent Disability” means an illness, injury or other physical or mental condition of an Employee that continues for at least one hundred and eighty
(180) consecutive days and results in the Employee’s inability to provide in all material respects the duties previously performed in his or her capacity as an Employee of a Sponsoring Employer. 

  

	 	(q)	“Plan Director” means the individual appointed by the Compensation Committee to handle the day-to-day administration of the ESPP on a ministerial basis as specified
in Section 5.2(b). 

  

	 	(r)	“Plan Quarter” means each calendar quarter. The first Plan Quarter was the Plan Quarter commencing on April 1, 1996, and ending on June 30, 1996.


  

	 	(s)	“Purchase Date” means the last business day of a Plan Quarter on which the Common Stock publicly trades. 

  

	 	(t)	“Purchase Price” means the purchase price for a share of Common Stock to be paid by a Participant on a Purchase Date, which shall equal ninety five percent
(95%) of the Closing Market Price on the Purchase Date of such Plan Quarter. 

  

	 	(u)	“Request for Participation” means the form prescribed by the Plan Director for distribution to Employees in connection with participation in the ESPP.


  

	 	(v)	“Sponsoring Employers” means the Company and each Subsidiary that has been designated by the Compensation Committee as a Sponsoring Employer under the ESPP.


  

	 	(w)	“Subsidiary” means a subsidiary of the Company which is treated as a subsidiary corporation under section 424(f) of the Code. 

  

			
	  
	 	
	End of Article II	 	

  

 4 








 ARTICLE III 
 ELIGIBILITY AND PARTICIPATION 
  

	3.1	Eligibility 

 Each Employee shall become eligible to
be a Participant in the ESPP and may participate in the ESPP as of the Commencement Date of a Plan Quarter if such Employee has been an Employee for at least thirty (30) days prior to such Commencement Date. The date on which Employees may
become eligible to become Participants of the ESPP may be amended, from time to time, by the Compensation Committee or the PAC. 
  

	3.2	Limitations 

 Notwithstanding anything to the
contrary contained in the ESPP, no right to purchase Common Stock shall accrue under the ESPP in favor of any person who is not an Employee eligible to participate in the ESPP under Section 3.1, and no Employee shall acquire the right to
purchase shares of Common Stock: 
  

	 	(a)	If immediately after receiving such right to purchase Common Stock, such Employee would own five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary, taking into account in determining stock ownership any stock attributable to such Employee under section 424(d) of the Code; 

  

	 	(b)	If to do so would permit such Employee’s right to purchase stock under all employee stock purchase plans (to which section 423 of the Code applies) of the Company and
its Subsidiaries, as those plans are in effect from time to time, to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (as determined as of each Commencement Date) for each calendar year, all as
specified in the manner provided by section 423(b)(8) of the Code; or 

  

	 	(c)	If to do so would permit such Employee the right to purchase more than Four Thousand (4,000) shares (or such other number as may be determined in advance for any
Purchase Period by the Compensation Committee) of Common Stock in any Purchase Period. 

 This Section 3.2 shall not
preclude purchases of Common Stock in connection with an Employee’s termination, death, retirement or Permanent Disability pursuant to Sections 3.4 and 3.5. 
  

	3.3	Participation 

  

	 	(a)	Summary of ESPP and Request for Participation Form. Each Employee eligible to be a Participant in the ESPP may enroll by completing a Request for Participation and filing it
with the Plan Director not later than fifteen (15) days prior to a Commencement Date of a Plan Quarter. The completed Request for Participation shall indicate the Contribution Rate authorized by the Participant. If any Employee does not elect
to participate in the ESPP during any given Plan Quarter, such Employee may elect to participate on any future Commencement Date so long as he or she continues to be an eligible Employee. An Eligible Employee who enrolls in the ESPP shall be
furnished a summary of the ESPP by the Plan Director. 

  

	 	(b)	Payroll Deduction Authorization. On his or her Request for Participation, an Employee must authorize his or her Sponsoring Employer to deduct through a payroll
deduction the amount of such Employee’s Participant Contribution. The payroll deduction specified in a Request for Participation for each payroll period shall be at a Participant Contribution Rate no less than one percent (1%) and no more
than ten percent (10%) of such Employee’s Covered Compensation during such payroll period paid to him or her by his or her Sponsoring Employer. Such deductions shall begin as of the first pay period ending after the Commencement Date of a
Plan Quarter. Participant Contributions will not be permitted to begin at any time other than immediately after the Commencement Date of a Plan Quarter. Participant Contributions will be credited to the Participant’s Contribution Account. No
interest shall accrue on amounts credited to Participant Contribution Accounts, unless and until the Compensation Committee shall approve such accrual of interest on terms that it shall specify and apply on a uniform basis as to all Participants.


  

 5 









	 	(c)	Changes in Contribution Rate. The Participant’s Contribution Rate, once established, shall remain in effect for all Plan Quarters unless changed by the Participant in
writing delivered to the Plan Director at least fifteen (15) days prior to the Commencement Date of the next Plan Quarter. Such change in the Participant’s Contribution Rate will be effective on the Commencement Date of the next Plan
Quarter. A Participant’s Contribution Rate for a Plan Quarter may not be increased, decreased or otherwise modified at any time during the fifteen (15)-day period prior to the Commencement Date of such Plan Quarter. 

  

	 	(d)	Discontinuation of Contributions. A Participant may notify the Plan Director of such Participant’s desire to discontinue his or her Participant Contributions by
delivering to the Plan Director written notice on such forms as may be provided by the Plan Director. If the Participant desires to cease Participant Contributions for the current Plan Quarter, the Participant must indicate that on the form and such
form must be returned to the Plan Director at least fifteen (15) days prior to the Purchase Date of the relevant Plan Quarter. Upon such request, there shall be refunded to such Participant as soon as practicable the entire cash balance in his
or her Contribution Account. Alternatively, the Participant may elect to cease Participant Contributions for the next Plan Quarter by so indicating on the form and returning the form to the Plan Director before the last day of the current Plan
Quarter, in which case the balance in his Participant Contribution Account will be used to purchase shares of Common Stock in accordance with Article IV but no Participant Contributions or stock purchases shall be made following the current Plan
quarter unless the Participant reenrolls in the ESPP. 

 If a Participant determines to discontinue his or her Participant
Contributions pursuant to this Section 3.5(d), (i) such Participant shall be terminated from the ESPP effective upon the date specified in the Participant’s notice to the Plan Director, and (ii) such Participant
shall not be permitted to be a Participant in the ESPP for the remainder of the calendar year in which such notice is received; provided, that if the Participant is subject to the reporting requirements of Section 16 of the Securities and
Exchange Act of 1934, as amended, the Participant may not participate in the ESPP for at least six (6) months. 
 In the event a
Participant’s payroll deduction is prevented by legal process, the Participant will be deemed to have terminated from the ESPP and the balance in such Participant’s Participant Contribution Account will either be refunded or used to
purchase additional shares of Common Stock depending on whether such termination of payroll deductions occurs before or after the fifteenth (15th) day prior to the Purchase Date of the relevant Plan Quarter (i.e., if the termination is
on or before the fifteenth (15th) day prior to the Purchase Date of the relevant Plan Quarter, the balance in the Participant’s Participant Contribution Account shall be refunded and if the termination is after the fifteenth
(15th) day prior to the Purchase Date of the relevant Plan Quarter, the balance in his Participant Contribution Account shall be used to purchase shares of Common Stock in accordance with Article IV). 
  

	 	(e)	Establishment of Brokerage Account and Withdrawal of Shares. By enrolling in the ESPP, each Participant will be deemed to have authorized the establishment of a brokerage
account in his or her name at a securities brokerage firm or other financial institution selected by the Compensation Committee in its discretion. 

 Only whole shares of Common Stock may be withdrawn by the Participant under the ESPP and any fractional shares of Common Stock purchased with respect to a Participant shall be paid to the Participant in cash.

  

	3.4	Termination of Employment 

 Any Participant
(a) whose employment by a Sponsoring Employer is terminated for any reason (except death, retirement or Permanent Disability), or (b) who shall cease to be an Employee under the ESPP, shall cease being a Participant as of the
date of such termination of employment or cessation of Employee status. 
  

 6 








 A Participant may withdraw amounts credited to his or her Contribution Account upon such termination of
employment by submitting a withdrawal request to the Plan Director at least fifteen (15) days before the last day of the applicable Plan Quarter. If the Participant does not submit such a withdrawal request, amounts credited to his or her
Contribution Account will be used to purchase Common Stock pursuant to the terms of the ESPP. 
  

	3.5	Death, Retirement or Permanent Disability 

  

	 	(a)	Death. If a Participant dies during a Plan Quarter, no further Participant Contributions on behalf of the deceased Participant shall be made. Unless the executor or
administrator of the deceased Participant’s estate instructs the Plan Director otherwise in writing at least fifteen (15) days prior to the Purchase Date in respect of such Plan Quarter, the balance accumulated in the deceased
Participant’s Contribution Account shall be refunded to the Participant’s estate. 

  

	 	(b)	Retirement or Permanent Disability. If, during a Plan Quarter, a Participant’s employment by a Sponsoring Employer is terminated due to (i) retirement or
(ii) Permanent Disability, no further contributions on behalf of the retired or disabled Participant shall be made. A retired or disabled Participant may elect to withdraw the balance in his or her Contribution Account by notifying the
Plan Director in writing at least fifteen (15) days prior to the last day of the Plan Quarter. In the event no election to withdraw has been made, the balance accumulated in the retired or disabled Participant’s Contribution Account shall
be used to purchase shares of Common Stock in accordance with Article IV. In the event a retired or disabled Participant dies during the Plan Quarter of such Participant’s retirement or disability and such Participant shall not have notified
the Plan Director of his or her desire to withdraw his or her Contribution Account, the executor or administrator of such Participant’s estate shall have all the rights provided pursuant to Section 3.5(a). 

  

			
	  
	 	
	End of Article III	 	

  

 7 








 ARTICLE IV 
 PURCHASE OF COMMON STOCK 
  

	4.1	Purchase of Common Stock 

  

	 	(a)	Purchase on Each Purchase Date. On each Purchase Date, each Participant’s Contribution Account shall be used to purchase the maximum number of shares of Common Stock
determined by dividing (i) the Participant’s Contribution Account as of such Purchase Date by (ii) the Purchase Price in respect of such Plan Quarter. 

  

	 	(b)	Adjustment of Shares. If, in any Plan Quarter, the total number of shares of Common Stock to be purchased pursuant to the ESPP by all Participants exceeds the number of
shares authorized under the ESPP, then each Participant shall purchase his or her pro rata portion of the shares of Common Stock remaining available under the ESPP based on the ratio that (i) the balance of each Participant’s
Contribution Account as of the Purchase Date bears to (ii) the total balance of all Participants’ Contribution Accounts as of the Purchase Date; provided, however, that, in no event, shall any fractional shares of Common Stock be
issued pursuant to the ESPP or this Section 4.1(b). 

  

	 	(c)	Dividends. Any cash dividends paid with respect to shares of Common Stock held for the account of a Participant shall be, as determined by the Compensation Committee on a
uniform basis as to all Participants, either (i) distributed to the Participant or (ii) credited to the Participant’s Contribution Account and used, in the same manner as payroll deductions, to purchase additional shares
of Common Stock under the ESPP on the next Purchase Date (subject to the limitations of Section 3.2). 

  

	4.2	Notice of Purchase, Stock Certificates, Voting Rights 

  

	 	(a)	Notice of Purchase and Holding Period. After the Purchase Date in respect of each Plan Quarter, a report will be sent by the Plan Director, or the agent designated pursuant
to Section 5.2(d), to each Participant stating the entries made to his or her Contribution Account, the number of shares of Common Stock purchased and the applicable Purchase Price. Shares of Common Stock purchased by active Employees
(i.e., those who as of the Purchase Date have not terminated employment, retired, died or incurred a Permanent Disability) will be subject to restrictions on transfer in the form of a twelve (12) month holding period during which period
such shares of Common Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred (i.e., the Employee may not dispose of such shares for a period of at least twelve (12) months from the Commencement Date);
provided, that the Employee remains an active Employee during such twelve (12) month holding period. If the Employee terminates active employment during the twelve (12) month holding period, such holding period will cease to apply.


  

	 	(b)	Stock Certificates. Evidence of shares of Common Stock purchased under the ESPP shall be maintained under the ESPP for the account of each Participant and registered in the
manner determined by the Compensation Committee. As soon as practicable after each Purchase Date, the Company shall issue one or more certificates representing the total number of whole shares of Common Stock purchased under the ESPP by Participants
in the aggregate. Any such certificate shall be held by the Company (or its agent) and may be held in street name. 

 If the
Company issues a certificate representing the shares of more than one Participant, the Company shall keep accurate records of the beneficial interests of each Participant in each such certificate by means of a Company stock account. Each Eligible
Employee shall be provided with such periodic statements as may be directed by the Compensation Committee reflecting all activity in any such Company stock account. In the event the Company is required to obtain from any commission or agency
authority to issue any such certificate, the Company shall seek to obtain such authority. Inability of the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any
such certificate shall relieve the Company from liability to any Participant in the ESPP except to return to him or her the amount of the balance in his or her Participant Contribution Account. 
  

 8 








 A Participant may, following the end of the twelve (12) month holding period and on the form
prescribed by the Compensation Committee, request the Company or its agent to deliver to such Participant a certificate issued in his or her name representing all or a part of the aggregate whole number of shares of Common Stock then held by the
Company on his or her behalf under the Plan. Further, the Company may, at its election, and for any reason, including without limitation following the Participant’s termination of employment with a Sponsoring Employer, deliver to such
Participant a certificate issued in his or her name representing the aggregate whole number of shares of Common Stock then held by the Company on his or her behalf under the Plan. While shares of Common Stock are held by the Company, or its agent,
(i.e., before a certificate has been issued to the Participant or his or her broker) such shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of by the Participant who has
purchased such shares; provided, however, that such restriction shall not preclude a transfer of such shares of Common Stock pursuant to (i) Section 5.1(b), but the stock, securities or other property received in exchange therefor
shall be held by the Company pursuant to the provisions hereof or (ii) a divorce. 
 The Compensation Committee may cause the
stock certificates issued in connection with the purchase of Common Stock under the Plan to bear such legend or legends as are necessary to reflect the twelve (12) month holding period, and the Compensation Committee may take such other
actions, as it deems appropriate in order to reflect the provisions of this Subparagraph and to assure compliance with applicable securities laws. Neither the Company nor the Compensation Committee shall have any liability with respect to a delay in
the delivery of a Stock certificate pursuant to this Subparagraph. 
  

	 	(c)	Voting. Shares of Common Stock held under the ESPP for the account of each Participant shall be voted by the holder of record of such shares in accordance with the
Participant’s instructions. 

  

	4.3	Notification of Disposition of Stock 

 If a
Participant or former Participant disposes of a share of Common Stock purchased under the ESPP prior to two (2) years after the Commencement Date of the Plan Quarter during which such share was purchased, then such Participant or former
Participant shall notify the Plan Director immediately of such disposition in writing. As provided in Section 4.2, a Participant who is an active Employee on a Purchase Date may not dispose of shares of Common Stock purchased on the Purchase
Date within twelve (12) months after such Commencement Date; provided, that the Participant remains an active Employee during such twelve (12) month period. If the Participant terminates active employment during the twelve (12) month
holding period, such holding period shall cease to apply. 
  

			
	  
	 	
	End of Article IV	 	

  

 9 








 ARTICLE V 
 MISCELLANEOUS PROVISIONS 
  

	5.1	Shares Subject to Plan; Adjustments 

  

	 	(a)	Maximum Number of Shares. The maximum number of shares of Common Stock which may be purchased under the ESPP is 2,000,000 plus the number of shares previously authorized but
not purchased under the ESPP (i.e., 14,250,000 less the number of shares that have been purchased pursuant to the ESPP), subject, however, to adjustment as hereinafter set forth. The shares of Common Stock to be purchased under the ESPP will
be made available, at the discretion of the Board of Directors or the Compensation Committee, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by the Company, including shares
purchased on the open market. 

  

	 	(b)	Adjustment of Shares. If the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, spin off, sale of all or substantially all of the
property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate
adjustment may be made in the maximum number and kind of shares provided in Section 5.1(a), subject in the case of certain corporate reorganizations to the requirements of section 424(a) of the Code. 

  

	5.2	Administration of the Plan 

  

	 	(a)	Responsible Party. The Compensation Committee shall be responsible for the administration of the ESPP including, but not limited to, the determination of eligibility to
participate in the Plan and limitations on the number of shares of Common Stock eligible for purchase under the ESPP. In carrying out such responsibilities, the Compensation Committee shall have the discretionary authority to interpret and construe
the ESPP and determine all questions arising in the administration, application and operation of the ESPP, including all questions of fact and all questions of interpretation of the provisions of the ESPP and shall correct any defect or supply any
omission or reconcile any inconsistency in the ESPP in the manner and to the extent that the Compensation Committee deems desirable to carry out the terms of the ESPP. All such determinations by the Compensation Committee shall be conclusive and
binding on all persons. The Compensation Committee, from time to time, may adopt, amend and rescind rules and regulations not inconsistent with the ESPP for carrying out the administration of the ESPP, and may approve the forms of any documents or
writings provided for in the ESPP. 

 The Compensation Committee shall have full discretionary authority to delegate certain of
its administrative functions under this Section 5.2(a) to the PAC. In addition, the Compensation Committee or, if applicable, the PAC shall have full discretionary authority to delegate ministerial functions in the administration of the ESPP to
employees of the Company. 
  

	 	(b)	Delegation of Duties. The Compensation Committee has delegated certain of its administrative functions under Section 5.2(a) to the PAC as set forth in this document. In
addition, the Compensation Committee has delegated the ministerial administrative functions of the ESPP, including the responsibility for the day-to-day administration of the ESPP, to the Plan Director as set forth in this document.


  

	 	(i)	Duties of the PAC. The PAC shall have the following administrative responsibilities 

  

	 	(A)	To modify the date on which Employees are eligible to participate in the ESPP pursuant to Section 3.1. 

  

	 	(B)	To delegate ministerial functions in the administration of the ESPP to employees of the Company. 

  

 10 









	 	(C)	To enforce the terms of the ESPP and any rules and regulations adopted by the Compensation Committee. 

 The foregoing list of express powers is not intended to be either complete or conclusive, and the PAC will, in addition, have such powers as it may
reasonably determine to be necessary or appropriate in the performance of its powers and duties under the ESPP. 
  

	 	(ii)	Duties of the Plan Director. The Plan Director shall have the following administrative responsibilities: 

  

	 	(A)	To determine an Employee’s eligibility to participate in the ESPP; 

  

	 	(B)	To provide eligible Employees with a summary of the provisions of the ESPP and a Request for Participation and to prescribe the procedures to be followed by such Employees in order
to commence participation in the ESPP; 

  

	 	(C)	To maintain Participant Contribution Accounts pursuant to Article III. 

  

	 	(D)	To determine the number of shares of Common Stock that may be purchased by each Participant as of each Purchase Date, to communicate the same to each such Participant and to ensure
that the twelve (12) month holding period is met with respect to shares of Common Stock purchased by active Employee Participants; 

  

	 	(E)	To implement a Participant’s changes in Contribution Rate; 

  

	 	(F)	To implement a Participant’s cessation of Participant Contributions and the associated suspension in ESPP participation pursuant to Section 3.3(d);


  

	 	(G)	To process withdrawal requests with respect to a Participant’s Contribution Account upon the Participant’s termination, retirement or Permanent Disability;


  

	 	(H)	To refund the balance of a Participant’s Contribution Account upon the Participant’s death; 

  

	 	(I)	To determine the proportionate number of shares of Common Stock that may be purchased by each Participant pursuant to Section 4.1(b); 

  

	 	(J)	To receive notice from each Participant of a disposition of shares of Common Stock purchased under the ESPP within two (2) years as provided under Section 4.3;


  

	 	(K)	To receive such information from the Company, the Sponsoring Employers and Participants as may be necessary in order to administer the ESPP; 

  

	 	(L)	To furnish the Company with information that the Company may require for tax or other purposes; 

  

	 	(M)	To engage the service of counsel (who may, if appropriate, be counsel for the Company) and agents whom it may deem advisable to assist it with the performance of its duties


  

	 	(N)	To establish and maintain, or cause to be maintained, the individual accounts described in Section 4.2; 

  

	 	(O)	To create and maintain such records and forms as are required for the efficient administration of the Plan; 

  

 11 









	 	(P)	To comply with applicable federal, state and local tax withholding requirements; 

  

	 	(Q)	To enforce the terms of the ESPP and any rules and regulations adopted by the Compensation Committee; 

  

	 	(R)	To implement any rules or restrictions imposed by the Compensation Committee pursuant to Section 5.2(e) regarding section 16 of the Securities and Exchange Act of 1934;


  

	 	(S)	To utilize the services of third parties to carry out the duties specified in Section 5.2(b)(ii); and 

  

	 	(T)	To comply with all applicable reporting and disclosure obligations imposed on the ESPP. 

 The foregoing list of express powers is not intended to be either complete or conclusive, and the Plan Director will, in addition, have such powers as it may reasonably determine to be necessary or appropriate in the
performance of its powers and duties under the ESPP. 
  

	 	(c)	Liability. No member of the Board of Directors, the Compensation Committee, the PAC or the Plan Director shall be liable for any action, determination or omission taken or
made in good faith with respect to the ESPP or any right granted under the ESPP. 

  

	 	(d)	Custodial and Recordkeeping Services. The Compensation Committee may in its discretion engage a bank trust department, securities brokerage firm or other financial
institution as agent to perform custodial and recordkeeping functions for the ESPP, such as holding record title to the Participant’s stock certificates, maintaining an individual investment account for each Participant and providing periodic
account status reports to Participants. 

  

	 	(e)	Exchange Act Requirements. The Compensation Committee shall have the authority to adopt and enforce such special rules and restrictions under the Pan to be applicable to
Participants who are subject to section 16 of the Securities and Exchange Act of 1934, as amended, as the Compensation Committee shall deem are necessary or appropriate to exempt certain ESPP transactions from the requirements of such section 16.


  

	 	(f)	Costs of Administration. The Company and the Sponsoring Employers shall bear the cost of administering the ESPP, including any fees, costs and expenses relating to the
purchase of shares of Common Stock under the ESPP. Notwithstanding the foregoing, Participants will be responsible for all fees, costs and expenses incurred in connection with the disposition of shares of Common Stock purchased under the ESPP.


  

	5.3	Amendment of the Plan 

 The Compensation Committee
shall have the authority to modify, alter or amend the ESPP at any time and from time to time to any extent that it may deem advisable, including, without limiting the generality of the foregoing, any amendment deemed necessary to ensure compliance
of the ESPP with section 423 of the Code. Notwithstanding the foregoing, no amendment of the ESPP shall operate to reduce any amounts previously allocated to a Participant’s Contribution Account nor to reduce a Participant’s rights with
respect to shares of Common Stock previously purchased and held on his or her behalf under the ESPP. 
  

	5.4	Termination of the Plan 

 The Company may, by action
of the Board of Directors, terminate the ESPP at any time and for any reason. The ESPP shall automatically terminate upon the purchase by Participants of all shares of Common Stock subject to the ESPP under Section 5.1, unless such number of
shares shall be increased by the Board of Directors and such increase shall be approved by the shareholders of the Company. Upon termination of the ESPP, as soon as practicable there shall be refunded to each Participant the entire cash balance in
his or her 

  

 12 








 
Contribution Account, and there shall be forwarded to the Participants certificates for all shares of Common Stock held under the ESPP for the accounts of
Participants. The Company in its discretion may waive any holding period with respect to such Common Stock. The Board of Directors may suspend operation of the ESPP for any period as it may deem advisable. 
  

	5.5	Governing Law; Compliance With Law 

 The ESPP shall
be construed in accordance with the laws of the State of Nevada. The Company’s obligation to sell and deliver shares of Common Stock hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such
approvals by any regulatory or governmental agency as may, in the opinion of counsel for the Company, be required. The Company may make such provisions as it may deem appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with a Participant’s participation in the ESPP. 
  

	5.6	No Assignment 

 The purchase rights granted
hereunder are not assignable or transferable by the Participants, other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant. Any attempted assignment, transfer or
alienation not in compliance with the terms of the ESPP shall be null and void for all purposes and respects. 
  

	5.7	No Contract of Employment 

 The ESPP will not be
deemed to constitute a contract between a Sponsoring Employer and any Participant nor to be consideration nor an inducement for the employment of any Participant or Employee. Nothing contained in the ESPP shall be deemed to give any Participant or
Employee the right to be retained in the service of a Sponsoring Employer or to interfere with the right of a Sponsoring Employee to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon him
or her as a Participant of the ESPP. 
  

	5.8	No Rights as Stockholder 

 No eligible Employee or
Participant shall by reason of participation in the ESPP have any rights of a stockholder of the Company until he or she acquires shares of Common Stock as herein provided. 
  

			
	  
	 	
	End of Article V	 	

  

 13