062901 S8 EXH4.2




Exhibit 4.2

SIGMA DESIGNS, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

 




	Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through 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 Internal Revenue Code of 1986, as
amended.  The provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.


	Definitions.



	"Board" shall mean the Board of Directors of the
Company.


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


	"Common Stock" shall mean the Common Stock of the
Company.


	"Company" shall mean Sigma Designs, Inc., a
California corporation, and any Designated Subsidiary of the Company.


	"Compensation" shall mean all regular straight
time gross earnings and commissions, exclusive of payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses or other
compensation.


	"Designated Subsidiary" shall mean any Subsidiary
that has been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.


	"Employee" shall mean any individual who is an
Employee of the Company for tax purposes whose customary employment with the
Company is at least twenty (20) hours per week and more than five (5) months in
any calendar year.  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 Company.  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.


	"Enrollment Date" shall mean the first day of each
Offering Period.


	"Exercise Date" shall mean the last day of each
Offering Period.


	"Fair Market Value" shall mean, 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 such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the date of such determination, as reported in The Wall Street Journal or such
other source as the Board 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 such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;


	In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.


	"Offering Period" shall mean a period of
approximately six (6) months during which an option granted pursuant to the Plan
may be exercised, commencing on the first Trading Day on or after January
1 and terminating on the last Trading Day in the period ending the
following June 30, or commencing on the first Trading Day on or after July 1 and
terminating on the last Trading Day in the period ending the following December
31; provided, however, that the first Offering Period under the Plan shall
commence with the first Trading Day on or after July 1, 2001 and end on the last
Trading Day on or before December 31, 2001. The duration of Offering Periods may
be changed pursuant to Section 4 of this Plan.


	"Plan" shall mean this 2001 Employee Stock
Purchase Plan.


	"Purchase Price" shall mean an amount equal to 85%
of the Fair Market Value of a share of Common Stock on the Enrollment Date or on
the Exercise Date, whichever is lower; provided, however, that the Purchase
Price may be adjusted by the Board pursuant to Section 20.


	"Reserves" shall mean the number of shares of
Common Stock covered by each option under the Plan which have not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but not yet placed under option.


	"Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.


	"Trading Day" shall mean a day on which national
stock exchanges and the Nasdaq System are open for trading.


	Eligibility.



	General.  Any Employee who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in the
Plan.

	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 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 Subsidiary, or (ii) to the extent that his
or her rights to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries accrues at a rate which exceeds twenty-five
thousand dollars ($25,000) worth of stock (determined at the fair market value
of the shares 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 Offering Periods with a new Offering Period commencing on January
1 and July 1 of each year, or on such other date as the Board shall determine,
and continuing thereafter until terminated in accordance with Section 20
hereof; provided, however, that the first Offering Period under the Plan shall
commence with the first Trading Day on or after July 1, 2001 and end December
31, 2001.  The Board shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter. 


	Participation.



	Subscription Agreement.  An Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it
with the Company's payroll office prior to the applicable Enrollment
Date.


	Payroll Deductions.  Payroll deductions for 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 hereof.


	Payroll Deductions.



	At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period.  For purposes of determining the amount of payroll deductions which may
be elected by a participant pursuant to this Section, the amount of commissions
deemed to have been received by the participant on the payday immediately
preceding the Exercise Date shall be equal to one-half (1/2) of the monthly
average of all commissions received by the participant during the six-month
period immediately preceding the Exercise Date.


	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 hereof, but may not increase or decrease
the rate of his or her payroll deductions during the Offering Period.  A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10
hereof.


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


	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 sale or early disposition of
Common Stock by the Employee.


	Grant of Option.  On the Enrollment Date of each
Offering Period, each eligible Employee participating in such Offering Period
shall be granted an option to purchase on the Exercise Date of such Offering
Period (at the applicable Purchase Price) up to a number of shares of the
Company's Common Stock determined by dividing such Employee'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 an Employee be permitted to purchase during each Offering
Period more than a number of shares equal to three hundred percent (300%) of the
number of shares which results from dividing ten percent (10%) of the aggregate
Compensation which he or she receives during such Offering Period by the
Purchase Price (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(b) and 12 hereof.  Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant
to Section 10 hereof.  The Employee may accept the grant of such option by
turning in a completed and signed subscription agreement to the Company on or
prior to the first day of the Offering Period.  The administrator may, for
future Offering Periods, increase or decrease, in its absolute discretion, the
maximum number of shares of the Company's Common Stock an employee may purchase
during an Offering Period.  Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof.  The option shall expire on the last day of the Offering
Period.


	Exercise of Option.  Unless a participant
withdraws from the Plan as provided in Section 10 hereof, his or her option
for the purchase of shares 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 shall be
purchased; any payroll deductions accumulated in a participant's account which
are not sufficient to purchase a full share shall be refunded to the participant
at the end of each applicable Offering Period, subject to earlier withdrawal by
the participant as provided in Section 10 hereof.  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.


	Delivery.  As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to each participant, as appropriate, the shares purchased upon
exercise of his or her option.


	Withdrawal.



	A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan.  All of the
participant's payroll deductions credited to his or her account shall be paid to
such participant promptly after receipt of notice of 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 delivers to the Company a new subscription
agreement.


	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.  Upon a participant's
ceasing to be an Employee for any reason, he or she shall be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to such
participant's account during the Offering Period but not yet used to exercise
the option 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 hereof,
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 hereof, the maximum number of shares
of the Company's Common Stock which shall be made available for sale under the
Plan shall be 100,000 shares, plus an annual increase to be added on
the first day of the Company's fiscal year beginning in 2002 equal to the lesser
of (i) 500,000 shares, (ii) 2% of the outstanding shares
on such date, or (iii) a lesser amount determined by the Board.  If, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.


	The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.


	Shares 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 appointed by the Board.  The
Board or its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan.  Every finding,
decision and determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties.


	Designation of Beneficiary.



	A participant may file a written designation of a
beneficiary who is to receive any shares 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 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 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 by written notice.  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.


	Transferability.  Neither payroll deductions
credited to a participant's account nor any rights with regard to the exercise
of an option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 15 hereof) by the
participant.  Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with
Section 10 hereof.


	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.


	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
purchased and the remaining cash balance, if any.


	Adjustments upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Asset Sale.



	Changes in Capitalization.  Subject to any
required action by the shareholders of the Company, the Reserves, the maximum
number of shares each participant may purchase per Offering Period (pursuant to
Section 7), as well as the price per share and the number of shares of
Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.


	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 hereof.


	Merger or Asset Sale.  In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that the
successor corporation refuses to assume or substitute for the option, the
Offering Period then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date").  The New Exercise Date shall be before the date
of the Company's proposed sale or merger.  The Board shall notify each
participant in writing, 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 hereof.


	Amendment or Termination.



	The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan.  Except as provided in
Section 19 hereof, no such termination can affect options previously
granted, provided that an Offering Period may be terminated by the Board of
Directors on any Exercise Date if the Board determines that the termination of
the Offering Period or the Plan is in the best interests of the Company and its
shareholders.  Except as provided in Section 19 and Section 20 hereof,
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 other applicable law,
regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.


	Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.


	In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:



	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
shareholder 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 shall
not be issued with respect to an option unless the exercise of such option and
the issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

As a condition to the exercise of an option, 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 of Directors or its
approval by the shareholders of the Company.  It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 20
hereof.














EXHIBIT A

SIGMA DESIGNS, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT



__________ Original Application
                   Enrollment
Date: ____________



                   __________ Change in Payroll Deduction Rate

                   __________ Change of Beneficiary(ies)



	_____________________________________ hereby elects to
participate in the Sigma Designs, Inc. 2001 Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan.


	I hereby authorize payroll deductions from each paycheck
in the amount of ____% of my Compensation on each payday (from 0 to 10%) during
the Offering Period in accordance with the Employee Stock Purchase Plan.
(Please note that no fractional percentages are permitted.)


	I understand that said payroll deductions shall be
accumulated for the purchase of shares of Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock Purchase Plan.
I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.


	I have received a copy of the complete Employee Stock
Purchase Plan.  I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the Plan.  I understand
that my ability to exercise the option under this Subscription Agreement is
subject to shareholder approval of the Employee Stock Purchase Plan.


	Shares purchased for me under the Employee Stock Purchase
Plan should be issued in the name(s) of (Employee or Employee and Spouse only):
______________________________.


	I understand that if I dispose of any shares received by
me pursuant to the Plan within 2 years after the Enrollment Date (the first day
of the Offering Period during which I purchased such shares), I will be treated
for federal income tax purposes as having received ordinary income at the time
of such disposition in an amount equal to the excess of the fair market value of
the shares at the time such shares were purchased by me over the price which I
paid for the shares.  I hereby agree to notify the Company in writing within
30 days after the date of any disposition of shares and I will make adequate
provision for Federal, state or other tax withholding obligations, if
any, which arise upon the disposition of the Common Stock.  The Company may,
but will not be obligated to, withhold from my compensation the amount necessary
to meet any applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me. If I dispose of
such shares at any time after the expiration of the 2-year holding period, I
understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will
be taxed as ordinary income only to the extent of an amount equal to the lesser
of (1) the excess of the fair market value of the shares at the time of
such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the
Offering Period.  The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.


	I hereby agree to be bound by the terms of the Employee
Stock Purchase Plan.  The effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Employee Stock Purchase
Plan.


	In the event of my death, I hereby designate the
following as my beneficiary(ies) to receive all payments and shares due me under
the Employee Stock Purchase Plan:

NAME: (Please  print)
        
_______________________________________________

                        
                
(First)      (Middle)     (Last)


_______________________
        
_______________________________________________

Relationship
                                
_______________________________________________

                        
                        
(Address)


Employee's Social

Security Number:
        
_______________________________________________



Employee's Address:
        
_______________________________________________





I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN
EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

 

Dated: ________________________

 



Signature of Employee





Spouse's Signature (If beneficiary other than spouse)

 

 






















EXHIBIT B

SIGMA DESIGNS, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

 

The undersigned participant in the Offering Period of the
Sigma Designs, Inc. 2001 Employee Stock Purchase Plan which began on
___________, ______ (the "Enrollment Date") hereby notifies the Company that he
or she hereby withdraws from the Offering Period.  He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated.  The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

 

Name and Address of Participant:







 

Signature:

 



Date: