exh403.htm


     

    EXHIBIT
      4.03



    MIPS
      Technologies, Inc.

     

    Employee
      Stock Purchase Plan

     

    As
      amended and restated December 6, 2007

    Approved
      by stockholders December 6, 2007

     

    1.    PURPOSE.

     

    (a) The
      purpose of the Plan is to provide a means by which Employees of the Company
      and
      certain designated Related Corporations may be given an opportunity to purchase
      shares of the Common Stock of the Company.

     

    (b) The
      Company, by means of the Plan, seeks to retain the services of such Employees,
      to secure and retain the services of new Employees and to provide incentives
      for
      such persons to exert maximum efforts for the success of the Company and its
      Related Corporations.

     

    (c) The
      Company intends that the Purchase Rights be considered options issued under
      an
      Employee Stock Purchase Plan.

     

    2.    DEFINITIONS.

     

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

     

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

     

    (c) “Committee” means
      a committee
      appointed by the Board in accordance with Section 3(c) of the Plan.

     

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

     

    (e) “Company”
      means MIPS Technologies, Inc., a Delaware  corporation.

     

    (f) “Contributions”
      means the payroll deductions and other additional payments that a Participant
      contributes to fund the exercise of a Purchase Right. A Participant may make
      payments not through payroll deductions only if specifically provided for in
      the
      Offering, and then only if the Participant has not already had the maximum
      permitted amount withheld through payroll deductions during the
      Offering.

     

    (g) “Corporate
      Transaction” means the occurrence, in a single transaction or in a series
      of related transactions, of any one or more of the following
      events:

     

    (i) a
      sale,
      lease, license or other disposition of all or substantially all of the
      consolidated assets of the Company;

     

    (ii) a
      sale or
      other disposition of at least ninety percent (90%) of the outstanding securities
      of the Company; or

     

    (iii) a
      merger,
      consolidation or similar transaction whether or not the Company is the surviving
      corporation.

     

    (h) “Director” means
      a member of the
      Board.

     

    (i) “Eligible
      Employee” means an Employee
      who
      meets the requirements set forth in the Offering for eligibility to participate
      in the Offering, provided that such Employee also meets the requirements for
      eligibility to participate set forth in the Plan.

     

     

    
      
        
        

      

      
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    (j) “Employee” means
      any person,
      including Officers and Directors, who is employed for purposes of Section
      423(b)(4) of the Code by the Company or a Related
      Corporation.  Neither service as a Director nor payment of a
      director’s fee shall be sufficient to make an individual an Employee of the
      Company or a Related Corporation.

     

    (k) “Employee
      Stock
      Purchase Plan” means a plan
      that
      grants Purchase Rights intended to be options issued under an “employee stock
      purchase plan,” as that term is defined in Section 423(b) of the
      Code.

     

    (l) “Exchange
      Act” means
      the Securities Exchange Act of 1934, as amended.

     

    (m) “Fair
      Market
      Value” means the
      value of a
      security, as determined in good faith by the Board.  If the security
      is listed on any established stock exchange or traded on the Nasdaq National
      Market or the Nasdaq SmallCap Market, the Fair Market Value of the security,
      unless otherwise determined by the Board, shall be the closing
      sales price (rounded up where necessary to the nearest whole cent) for such
      security (or the closing bid, if no sales were reported) as quoted on such
      exchange or market (or the exchange or market with the greatest volume of
      trading in the relevant security of the Company) on the relevant determination
      date, as reported in The Wall
      Street Journal or such other source as the Board deems
      reliable.

     

    (n) “Offering” means
      the grant of
      Purchase Rights to purchase shares of Common Stock under the Plan to Eligible
      Employees.

     

    (o) “Offering
      Date” means a date selected by the Board for an Offering to
      commence.

     

    (p) “Officer”
means a
      person who is an
      officer of the Company within the meaning of Section 16 of the Exchange Act
      and
      the rules and regulations promulgated thereunder.

     

    (q) “Participant” means
      an Eligible
      Employee who holds an outstanding Purchase Right granted pursuant to the
      Plan.

     

    (r) “Plan” means
      this MIPS
      Technologies, Inc. Employee Stock Purchase Plan.

     

    (s) “Purchase
      Date” means
      one or more dates during an Offering established by the Board on which Purchase
      Rights shall be exercised and as of which purchases of shares of Common Stock
      shall be carried out in accordance with such Offering.

     

    (t) “Purchase
      Period” means a period of time specified within an Offering beginning on
      the Offering Date or on the next day following a Purchase Date within an
      Offering and ending on a Purchase Date.  An Offering may consist of
      one or more Purchase Periods.

     

    (u) “Purchase
      Right” means an option
      to
      purchase shares of Common Stock granted pursuant to the Plan.

     

    (v) “Related
      Corporation” means any
      parent
      corporation or subsidiary corporation, whether now or hereafter existing, as
      those terms are defined in Sections 424(e) and (f), respectively, of the
      Code.

     

    (w) “Securities
      Act” means
      the Securities Act of 1933, as amended.

     

    (x) “Trading
      Day” means any
      day on which the exchange(s) or market(s) on which shares of Common Stock are
      listed, whether it be an established stock exchange, the Nasdaq National Market,
      the Nasdaq SmallCap Market or otherwise, is open for trading.

     

    3.    ADMINISTRATION.

     

    (a) The
      Board
      shall administer the Plan unless and until the Board delegates administration
      to
      a Committee, as provided in Section 3(c).  Whether or not the Board
      has delegated administration, the Board shall have the final power to determine
      all questions of policy and expediency that may arise in the administration
      of
      the Plan.

     

     

    
      
        
        

      

      
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    (b) The
      Board
      (or the Committee) shall have the power, subject to, and within the limitations
      of, the express provisions of the Plan:

     

    (i) To
      determine when and how Purchase Rights to purchase shares of Common Stock shall
      be granted and the provisions of each Offering of such Purchase Rights (which
      need not be identical).

     

    (ii) To
      designate from time to time which Related Corporations of the Company shall
      be
      eligible to participate in the Plan.

     

    (iii) To
      construe and interpret the Plan and Purchase Rights, and to establish, amend
      and
      revoke rules and regulations for the administration of the Plan.  The
      Board, in the exercise of this power, may correct any defect, omission or
      inconsistency in the Plan, in a manner and to the extent it shall deem necessary
      or expedient to make the Plan fully effective.

     

    (iv) To
      amend
      the Plan as provided in Section 15.

     

    (v) Generally,
      to exercise such powers and to perform such acts as it deems necessary or
      expedient to promote the best interests of the Company and its Related
      Corporations and to carry out the intent that the Plan be treated as an Employee
      Stock Purchase Plan.

     

    (c) The
      Board
      may delegate administration of the Plan to a Committee of the Board composed
      of
      one (1) or more members of the Board.  If administration is delegated
      to a Committee, the Committee shall have, in connection with the administration
      of the Plan, the powers theretofore possessed by the Board, subject, however,
      to
      such resolutions, not inconsistent with the provisions of the Plan, as may
      be
      adopted from time to time by the Board.  The Board may abolish the
      Committee at any time and revest in the Board the administration of the
      Plan.  If administration is delegated to a Committee, references to
      the Board in this Plan and in the Offering document shall thereafter be deemed
      to be to the Board or the Committee, as the case may be.

     

    (d) All
      determinations, interpretations and constructions made by the Board in good
      faith shall not be subject to review by any person and shall be final, binding
      and conclusive on all persons.

     

    4.    SHARES
      OF COMMON STOCK SUBJECT TO THE PLAN.

     

    Subject
      to the provisions of Section 14 relating to adjustments upon changes in
      securities, the shares of Common Stock that may be sold pursuant to Purchase
      Rights shall not exceed in the aggregate One Million Four Hundred Fifty Eight
      Thousand One Hundred Seventy Eight (1,458,178) shares of Common
      Stock.  If any Purchase Right granted under the Plan shall for any
      reason terminate without having been exercised, the shares of Common Stock
      not
      purchased under such Purchase Right shall again become available for issuance
      under the Plan.

     

    5.    GRANT
      OF PURCHASE RIGHTS; OFFERING.

     

    (a) The
      Board
      may from time to time grant or provide for the grant of Purchase Rights to
      purchase shares of Common Stock under the Plan to Eligible Employees in an
      Offering (consisting of one or more Purchase Periods) on an Offering Date or
      Offering Dates selected by the Board.  Each Offering shall be in such
      form and shall contain such terms and conditions as the Board shall deem
      appropriate, which shall comply with the requirement of Section 423(b)(5) of
      the
      Code that all Employees granted Purchase Rights shall have the same rights
      and
      privileges.  The terms and conditions of an Offering shall be
      incorporated by reference into the Plan and treated as part of the
      Plan.  The provisions of separate Offerings need not be identical, but
      each Offering shall include (through incorporation of the provisions of this
      Plan by reference in the document comprising the Offering or otherwise) the
      period during which the Offering shall be effective, which period shall not
      exceed twenty-seven (27) months beginning with the Offering Date, and the
      substance of the provisions contained in Sections 6 through 9,
      inclusive.

     

    (b) If
      a
      Participant has more than one Purchase Right outstanding under the Plan, unless
      he or she otherwise indicates in agreements or notices delivered
      hereunder:  (i) each agreement or notice delivered by that Participant
      shall be deemed to apply to all of his or her Purchase Rights under the Plan,
      and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
      Purchase Right, if different Purchase Rights have identical exercise prices)
      shall be exercised to the fullest possible extent before a Purchase Right with
      a
      higher exercise price (or a later-granted Purchase Right if different Purchase
      Rights have identical exercise prices) shall be exercised.

     

     

    
      
        
        

      

      
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    6.    ELIGIBILITY.

     

    (a) Purchase
      Rights may be granted only to Employees of the Company or, as the Board may
      designate as provided in Section 3(b), to Employees of a Related
      Corporation.  Except as provided in Section 6(b), an Employee shall
      not be eligible to be granted Purchase Rights under the Plan unless, on the
      Offering Date, such Employee has been in the employ of the Company or the
      Related Corporation, as the case may be, for such continuous period preceding
      such Offering Date as the Board may require, but in no event shall the required
      period of continuous employment be greater than two (2) years.  In
      addition, the Board may provide that no Employee shall be eligible to be granted
      Purchase Rights under the Plan unless, on the Offering Date, such Employee’s
      customary employment with the Company or the Related Corporation is more than
      twenty (20) hours per week and/or more than five (5) months per calendar
      year.

     

    (b) No
      Employee shall be eligible for the grant of any Purchase Rights under the Plan
      if, immediately after any such Purchase Rights are granted, such Employee owns
      stock possessing five percent (5%) or more of the total combined voting power
      or
      value of all classes of stock of the Company or of any Related
      Corporation.  For purposes of this Section 6(c), the rules of Section
      424(d) of the Code shall apply in determining the stock ownership of any
      Employee, and stock which such Employee may purchase under all outstanding
      Purchase Rights and options shall be treated as stock owned by such
      Employee.

     

    (c) As
      specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted
      Purchase Rights under the Plan only if such Purchase Rights, together with
      any
      other rights granted under all Employee Stock Purchase Plans of the Company
      and
      any Related Corporations, do not permit such Eligible Employee’s rights to
      purchase stock of the Company or any Related Corporation to accrue at a rate
      which exceeds twenty five thousand dollars ($25,000) of Fair Market Value of
      such stock (determined at the time such rights are granted, and which, with
      respect to the Plan, shall be determined as of their respective Offering Dates)
      for each calendar year in which such rights are outstanding at any
      time.

     

    (d) Officers
      of the Company and any designated Related Corporation, if they are otherwise
      Eligible Employees, shall be eligible to participate in Offerings under the
      Plan.  Notwithstanding the foregoing, the Board may provide in an
      Offering that Employees who are highly compensated Employees within the meaning
      of Section 423(b)(4)(D) of the Code shall not be eligible to
      participate.

     

    7.    PURCHASE
      RIGHTS; PURCHASE PRICE.

     

    (a) On
      each
      Offering Date, each Eligible Employee, pursuant to an Offering made under the
      Plan, shall be granted a Purchase Right to purchase up to that number of shares
      of Common Stock purchasable either with a percentage or with a maximum dollar
      amount, as designated by the Board, but in either case not exceeding fifteen
      percent (15%), of such Employee’s Earnings (as defined by the Board in each
      Offering) during the period that begins on the Offering Date (or such later
      date
      as the Board determines for a particular Offering) and ends on the date stated
      in the Offering, which date shall be no later than the end of the
      Offering.

     

    (b) The
      Board
      shall establish one (1) or more Purchase Dates during an Offering as of which
      Purchase Rights granted pursuant to that Offering shall be exercised and
      purchases of shares of Common Stock shall be carried out in accordance with
      such
      Offering.

     

    (c) In
      connection with each Offering made under the Plan, the Board may specify a
      maximum number of shares of Common Stock that may be purchased by any
      Participant on any Purchase Date during such Offering.  In connection
      with each Offering made under the Plan, the Board may specify a maximum
      aggregate number of shares of Common Stock that may be purchased by all
      Participants pursuant to such Offering.  In addition, in connection
      with each Offering that contains more than one Purchase Date, the Board may
      specify a maximum aggregate number of shares of Common Stock that may be
      purchased by all Participants on any Purchase Date under the
      Offering.  If the aggregate purchase of shares of Common Stock
      issuable upon exercise of Purchase Rights granted under the Offering would
      exceed any such maximum aggregate number, then, in the absence of any Board
      action otherwise, a pro rata allocation of the shares of Common Stock available
      shall be made in as nearly a uniform manner as shall be practicable and
      equitable.

     

     

    
      
        
        

      

      
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    (d) The
      purchase price of shares of Common Stock acquired pursuant to Purchase Rights
      shall be not less than the lesser of:

     

    (i) an
      amount
      equal to eighty-five percent (85%) of the Fair Market Value of the shares of
      Common Stock on the Offering Date; or

     

    (ii) an
      amount
      equal to eighty-five percent (85%) of the Fair Market Value of the shares of
      Common Stock on the applicable Purchase Date.

     

    8.    PARTICIPATION;
      WITHDRAWAL; TERMINATION.

     

    (a) A
      Participant may elect to authorize payroll deductions pursuant to an Offering
      under the Plan by completing and delivering to the Company, within the time
      specified in the Offering, an enrollment form (in such form as the Company
      may
      provide). Each such enrollment form shall authorize an amount of Contributions
      expressed as a percentage of the submitting Participant’s Earnings (as defined
      in each Offering) during the Offering (not to exceed the maximum percentage
      specified by the Board). Each Participant’s Contributions shall remain the
      property of the Participant at all times prior to the purchase of Common Stock,
      but such Contributions may be commingled with the assets of the Company and
      used
      for general corporate purposes except where applicable law requires that
      Contributions be deposited with an independent third party. To the extent
      provided in the Offering, a Participant may begin making Contributions after
      the
      beginning of the Offering.  To the extent provided in the Offering, a
      Participant may thereafter reduce (including to zero) or increase his or her
      Contributions.  To the extent specifically provided in the Offering,
      in addition to making Contributions by payroll deductions, a Participant may
      make Contributions through the payment by cash or check prior to each Purchase
      Date of the Offering.

     

    (b) During
      an
      Offering, a Participant may cease making Contributions and withdraw from the
      Offering by delivering to the Company a notice of withdrawal in such form as
      the
      Company may provide.  Such withdrawal may be elected at any time prior
      to the end of the Offering, except as provided otherwise in the
      Offering.  Upon such withdrawal from the Offering by a Participant,
      the Company shall distribute to such Participant all of his or her accumulated
      Contributions (reduced to the extent, if any, such Contributions have been
      used
      to acquire shares of Common Stock for the Participant) under the Offering,
      and
      such Participant’s Purchase Right in that Offering shall thereupon
      terminate.  A Participant’s withdrawal from an Offering shall have no
      effect upon such Participant’s eligibility to participate in any other Offerings
      under the Plan, but such Participant shall be required to deliver a new
      enrollment form in order to participate in subsequent Offerings.

     

    (c) Purchase
      Rights granted pursuant to any Offering under the Plan shall terminate
      immediately upon a Participant ceasing to be an Employee for any reason or
      for
      no reason (subject to any post-employment participation period required by
      law)
      or other lack of eligibility. The Company shall distribute to such terminated
      or
      otherwise ineligible Employee all of his or her accumulated Contributions
      (reduced to the extent, if any, such Contributions have been used to acquire
      shares of Common Stock for the terminated or otherwise ineligible Employee)
      under the Offering.

     

    (d) Purchase
      Rights shall not be transferable by a Participant otherwise than by will, the
      laws of descent and distribution, or a beneficiary designation as provided
      in
      Section 13.  During a Participant’s lifetime, Purchase Rights shall be
      exercisable only by such Participant.

     

    (e) Unless
      otherwise specified in an Offering, the Company shall have no obligation to
      pay
      interest on Contributions.

     

    9.    EXERCISE.

     

    (a) On
      each
      Purchase Date during an Offering, each Participant’s accumulated Contributions
      shall be applied to the purchase of shares of Common Stock up to the maximum
      number of shares of Common Stock permitted pursuant to the terms of the Plan
      and
      the applicable Offering, at the purchase price specified in the
      Offering.  No fractional shares shall be issued upon the exercise of
      Purchase Rights unless specifically provided for in the Offering.

     

    (b) If
      any
      amount of accumulated Contributions remains in a Participant’s account after the
      purchase of shares of Common Stock and such remaining amount is less than the
      amount required to purchase one share of Common Stock on the final Purchase
      Date
      of an Offering, then such remaining amount shall be held in such Participant’s
      account for the purchase of shares of Common Stock under the next Offering
      under
      the Plan, unless such Participant withdraws from such next Offering, as provided
      in Section 8(b), or is not eligible to participate in such Offering, as provided
      in Section 6, in which case such amount shall be distributed to such Participant
      after the final Purchase Date, without interest.  If the amount of
      Contributions remaining in a Participant’s account after the purchase of shares
      of Common Stock is at least equal to the amount required to purchase one (1)
      whole share of Common Stock on the final Purchase Date of the Offering, then
      such remaining amount shall be distributed in full to such Participant at the
      end of the Offering.

     

     

    
      
        
        

      

      
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    (c) No
      Purchase Rights may be exercised to any extent unless the shares of Common
      Stock
      to be issued upon such exercise under the Plan are covered by an effective
      registration statement pursuant to the Securities Act and the Plan is in
      material compliance with all laws applicable to the Plan.  If on a
      Purchase Date during any Offering hereunder the shares of Common Stock are
      not
      so registered or the Plan is not in such compliance, no Purchase Rights or
      any
      Offering shall be exercised on such Purchase Date, and the Purchase Date shall
      be delayed until the shares of Common Stock are subject to such an effective
      registration statement and the Plan is in such compliance, except that the
      Purchase Date shall not be delayed more than twelve (12) months and the Purchase
      Date shall in no event be more than twenty-seven (27) months from the Offering
      Date.  If, on the Purchase Date under any Offering hereunder, as
      delayed to the maximum extent permissible, the shares of Common Stock are not
      registered and the Plan is not in such compliance, no Purchase Rights or any
      Offering shall be exercised and all Contributions accumulated during the
      Offering (reduced to the extent, if any, such Contributions have been used
      to
      acquire shares of Common Stock) shall be distributed to the
      Participants.

     

    10.    COVEANTS
      OF THE COMPANY.

     

    The
      Company shall seek to obtain from each federal, state, foreign or other
      regulatory commission or agency having jurisdiction over the Plan such authority
      as may be required to issue and sell shares of Common Stock upon exercise of
      the
      Purchase Rights.  If, after commercially reasonable efforts, the
      Company is unable to obtain from any such regulatory commission or agency the
      authority that counsel for the Company deems necessary for the lawful issuance
      and sale of shares of Common Stock under the Plan, the Company shall be relieved
      from any liability for failure to issue and sell shares of Common Stock upon
      exercise of such Purchase Rights unless and until such authority is
      obtained.

     

    11.    USE
      OF PROCEEDS FROM SHARES OF COMMON STOCK.

     

    Proceeds
      from the sale of shares of
      Common Stock pursuant to Purchase Rights shall constitute general funds of
      the
      Company.

     

    12.    RIGHTS
      AS A STOCKHOLDER. 

     

    A
      Participant shall not be deemed to be
      the holder of, or to have any of the rights of a holder with respect to, shares
      of Common Stock subject to Purchase Rights unless and until the Participant’s
      shares of Common Stock acquired upon exercise of Purchase Rights are recorded
      in
      the books of the Company (or its transfer agent).

     

    13.    DESIGNATION
      OF BENEFICIARY.

     

    (a) A
      Participant may file a written designation of a beneficiary who is to receive
      any shares of Common Stock and/or cash, if any, from the Participant’s account
      under the Plan in the event of such Participant’s death subsequent to the end of
      an Offering but prior to delivery to the Participant of such shares of Common
      Stock or cash.  In addition, a Participant may file a written
      designation of a beneficiary who is to receive any cash from the Participant’s
      account under the Plan in the event of such Participant’s death during an
      Offering.  Any such designation shall be on a form provided by or
      otherwise acceptable to the Company.

     

    (b) The
      Participant may change such designation of beneficiary at any time by written
      notice to the Company.  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
      of Common Stock 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 sole discretion, may deliver
      such shares of Common Stock 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.

     

     

    
      
        
        

      

      
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    14.    ADJUSTMENTS
      UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS.

     

    (a) If
      any
      change is made in the shares of Common Stock, subject to the Plan, or subject
      to
      any Purchase Right, without the receipt of consideration by the Company (through
      merger, consolidation, reorganization, recapitalization, reincorporation, stock
      dividend, dividend in property other than cash, stock split, liquidating
      dividend, combination of shares, exchange of shares, change in corporate
      structure or other transaction not involving the receipt of consideration by
      the
      Company), the Plan shall be appropriately adjusted in the type(s), class(es)
      and
      maximum number of shares of Common Stock subject to the Plan pursuant to Section
      4(a), and the outstanding Purchase Rights shall be appropriately adjusted in
      the
      type(s), class(es), number of shares and purchase limits of such outstanding
      Purchase Rights.  The Board shall make such adjustments, and its
      determination shall be final, binding and conclusive.  (The conversion
      of any convertible securities of the Company shall not be treated as a
“transaction not involving the receipt of consideration by the
      Company.”)

     

    (b) In
      the
      event of a Corporate Transaction, then: (i) any surviving or acquiring
      corporation may continue or assume Purchase Rights outstanding under the Plan
      or
      may substitute similar rights (including a right to acquire the same
      consideration paid to stockholders in the Corporate Transaction) for those
      outstanding under the Plan, or (ii) if any surviving or acquiring corporation
      does not continue or assume such Purchase Rights or does not substitute similar
      rights for Purchase Rights outstanding under the Plan, then the Participants’ accumulated
      Contributions shall be used to purchase shares of Common Stock within twenty
      (20) business days prior to the Corporate Transaction under the ongoing
      Offering, the Participants’ Purchase Rights under the ongoing Offering shall
      terminate immediately after such purchase, and no further offerings shall occur
      under the Plan, unless specifically approved by the
      Administrator.

     

    15.    AMENDMENT
      OF THE PLAN.

     

    (a) The
      Board
      at any time, and from time to time, may amend the Plan.  However,
      except as provided in Section 14 relating to adjustments upon changes in
      securities and except as to amendments solely to benefit the administration
      of
      the Plan, to take account of a change in legislation or to obtain or maintain
      favorable tax, exchange control or regulatory treatment for Participants or
      the
      Company or any Related Corporation, no amendment shall be effective unless
      approved by the stockholders of the Company to the extent stockholder approval
      is necessary for the Plan to satisfy the requirements of Section 423 of the
      Code
      or other applicable laws or regulations.

     

    (b) It
      is
      expressly contemplated that the Board may amend the Plan in any respect the
      Board deems necessary or advisable to provide Employees with the maximum
      benefits provided or to be provided under the provisions of the Code and the
      regulations promulgated thereunder relating to Employee Stock Purchase Plans
      or
      to bring the Plan and/or Purchase Rights into compliance therewith.

     

    (c) The
      rights and obligations under any Purchase Rights granted before amendment of
      the
      Plan shall not be impaired by any amendment of the Plan except: (i) with the
      consent of the person to whom such Purchase Rights were granted, or (ii) as
      necessary to comply with any laws or governmental regulations (including,
      without limitation, the provisions of the Code and the regulations promulgated
      thereunder relating to Employee Stock Purchase Plans).

     

    16.    TERMINATION
      OR SUSPENSION OF THE PLAN.

     

    (a) The
      Board
      in its discretion may suspend or terminate the Plan at any
      time.  Unless sooner terminated, the Plan shall terminate at the time
      that all of the shares of Common Stock reserved for issuance under the Plan,
      as
      increased and/or adjusted from time to time, have been issued under the terms
      of
      the Plan.  No Purchase Rights may be granted under the Plan while the
      Plan is suspended or after it is terminated.

     

    (b) Any
      benefits, privileges, entitlements and obligations under any Purchase Rights
      while the Plan is in effect shall not be impaired by suspension or termination
      of the Plan except (i) as expressly provided in the Plan or with the consent
      of
      the person to whom such Purchase Rights were granted, (ii) as necessary to
      comply with any laws,  regulations, or listing requirements, or (iii)
      as necessary to ensure that the Plan and/or Purchase Rights comply with the
      requirements of Section 423 of the Code.

     

    17.    EFFECTIVE
      DATE OF PLAN.

     

          The
      Plan shall become effective
      as determined by the Board, but no Purchase Rights shall be exercised unless
      and
      until the Plan has been approved by the stockholders of the Company within
      twelve (12) months before or after the date the Plan is adopted by the
      Board.

     

    18.    MISCELLANEOUS
      PROVISIONS.

     

    (a) The
      Plan and Offering do not constitute
      an employment contract.  Nothing in the Plan or in the Offering shall
      in any way alter the at will nature of a Participant’s employment
      or  be deemed to create in any way whatsoever any obligation on the
      part of any Participant to continue in the employ of the Company or a Related
      Corporation, or on the part of the Company or a Related Corporation to continue
      the employment of a Participant.

     

    (b)
The
      provisions of the Plan shall be
      governed by the laws of the State of Delaware without
      resort to that state’s conflicts
      of laws rules.

     

     

    
      
        
        

      

      
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