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                                                                     EXHIBIT 4.2

                          WJ COMMUNICATIONS, INC. 2001
                          EMPLOYEE STOCK PURCHASE PLAN


I.       PURPOSE OF THE PLAN

         This Employee Stock Purchase Plan is intended to promote the interests
of WJ Communications, Inc. and its stockholders by providing Eligible Employees
with the opportunity to acquire a proprietary interest in the Corporation
through participation in a payroll-deduction based employee stock purchase plan
designed to qualify under Section 423 of the Code.

         Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.

II.      ADMINISTRATION OF THE PLAN

         A. The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and any form of agreement or other document
employed by the Corporation in the administration of the Plan in a manner
consistent with the requirements of Code Section 423. The Plan Administrator
shall determine all of the relevant terms and conditions of purchase rights
granted under the Plan; provided, however, that all Participants granted
purchase rights shall have the same rights and privileges within the meaning of
Code Section 423(b)(5). Decisions of the Plan Administrator shall be final and
binding on all parties having an interest in the Plan.

         B. The Plan Administrator may, consistent with the Plan and Code
Section 423, establish, change or terminate such rules, guidelines, policies,
procedures, limitations or adjustments as deemed advisable by the Plan
Administrator, in its discretion, for the proper administration of the Plan.

III.     STOCK SUBJECT TO PLAN

         A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The maximum number of shares of Common Stock which
may be issued over the term of the Plan shall not exceed One Million Five
Hundred Thousand (1,500,000) shares. If any outstanding purchase right for any
reason expires or is terminated or cancelled, the Common Stock allocable to the
unexercised portion of that purchase right shall again be available for issuance
under the Plan.

         B. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, then appropriate adjustments shall
be made to (i) the maximum number and class of securities issuable under the
Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date, (iii) the maximum number and class of
securities purchasable in the aggregate on any one Purchase Date and (iv) the



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number and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder. Notwithstanding the foregoing, any fractional shares
resulting from an adjustment pursuant to this Section shall be rounded down to
the nearest whole number, and in no event may the purchase price be decreased to
an amount less than par value; if any, of the Common Stock subject to the
purchase right.

         C. If the outstanding shares of Common Stock are increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
of the Corporation or a successor entity, or for other property (including
without limitation, cash), through reorganization, merger, recapitalization,
reclassification, stock combination, stock dividend, stock split, reverse stock
split, spin off or other similar transaction, an appropriate and proportionate
adjustment will be made in the maximum number and kind of shares as to which
purchase rights may be granted under this Plan. A corresponding adjustment
changing the number or kind of shares allocated to purchase rights that have
been granted prior to any such change will likewise be made. Any such adjustment
in the outstanding purchase rights will be made without change in the aggregate
purchase price applicable to the unexercised portion of the purchase rights but
with a corresponding adjustment in the price for each share or other unit of any
security covered by the purchase right. Where an adjustment under this Section
is made, the adjustment will be made in a manner which will not be considered a
"modification" under the provisions of subsection 424(h)(3) of the Code.

         D. The adjustments determined by the Plan Administrator pursuant to
this Article shall be final, binding and conclusive.

IV.      OFFERING PERIODS

         A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

         B. Each offering period shall be of approximately six (6) months
duration or such other duration as the Plan Administrator may determine. The
initial offering period shall commence at the Effective Time and terminate on
the last payroll on or before October 31, 2001. The next offering period shall
commence on the first payroll day on or after November 1, 2001 and terminate on
the last payroll day on or prior to April 30, 2002. Subsequent offering periods
shall commence as designated by the Plan Administrator; provided, however, that
no offering period may have a duration exceeding twenty-seven (27) months.

V.       ELIGIBILITY AND PARTICIPATION

         A. Each individual who is an Eligible Employee on the first day of any
offering period under the Plan may enter that offering period on such date,
provided he or she (1) remains an Eligible Employee, (2) completes the forms
prescribed by the Plan Administrator, and (3) files such forms with the Plan
Administrator (or its designate) on or before his or her scheduled Entry Date.


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<PAGE>   3

         B. A Participant shall automatically participate in the next offering
period commencing immediately after the Purchase Date of each offering period in
which the Participant participates provided that the Participant remains an
Eligible Employee on the first day of the of the new offering period and has not
either (a) withdrawn from the Plan pursuant to Article VII.7.(i), or (b)
terminated employment with a Participating Corporation. A Participant who may
automatically participate in a subsequent offering period, as provided in this
section, is not required to deliver any additional forms to the Plan
Administrator for the subsequent offering period in accordance with the
procedures set forth in Article V.A. However, a Participant may deliver a new
enrollment/change form for a subsequent offering period, in accordance with the
procedures set forth in Article VI if the Participant desires to change any
elections contained in the Participant's then effective enrollment/change form.

         C. Each individual who first becomes an Eligible Employee after the
first day of an offering period may not enter that offering period, but may
enter the next offering period, provided he or she (1) remains an Eligible
Employee, (2) completes the forms prescribed by the Plan Administrator, and (3)
files such forms with the Plan Administrator (or its designate) on or before his
or her scheduled Entry Date.

VI.      PAYROLL DEDUCTIONS

         A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Total Compensation paid to the Participant during
such offering period, up to a maximum of fifteen percent (15%); provided that,
the amount of Participant's deferral may not exceed Ten Thousand Six Hundred
Twenty-Five Dollars ($10,625.00) per offering period. Except that for the
initial offering period, the amount of Participant's deferral may not exceed
Seventeen Thousand Five Hundred Dollars ($17,500.00). The deduction rate so
authorized shall continue in effect throughout the offering period, except to
the extent the Participant makes a new election to change such rate. The number
of times a Participant may, during any offering period, elect to reduce or
increase his or her rate of payroll deduction shall be one time during any one
offering period.

         B. Payroll deductions shall begin on the first pay day following the
Participant's Entry Date into the offering period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be required
to be held in any segregated account or trust fund and may be commingled with
the general assets of the Corporation and used for general corporate purposes.

         C. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date of a different offering period.

         D. The Participant's payroll deductions shall cease during military
leave or other approved leave of absence.



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<PAGE>   4

VII.     PURCHASE RIGHTS

         A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a separate
purchase right for each offering period in which he or she participates. The
purchase right shall be granted on the Participant's Entry Date into the
offering period and shall provide the Participant with the right to purchase
shares of Common Stock on the Purchase Date of the offering period, upon the
terms set forth below. If the Plan Administrator so requests, the Participant
shall execute a stock purchase agreement embodying such terms and such other
provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.

         Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate, as determined in accordance with Code Section
423(b).

         B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
automatically exercised on the Purchase Date of the offering period, and shares
of Common Stock shall accordingly be purchased on behalf of each Participant on
each such Purchase Date. The purchase shall be effected by applying the
Participant's payroll deductions for the offering period ending on such Purchase
Date to the purchase of whole shares of Common Stock at the purchase price in
effect for the Participant for that Purchase Date.

         Shares of Common Stock acquired pursuant to the exercise of purchase
right may be paid only by means of payroll deductions from the Participant's
Total Compensation accumulated during an offering period for which such purchase
right was granted.

         C. PURCHASE PRICE. The purchase price at which each share of Common
Stock may be acquired in an offering period upon the exercise of any or all
outstanding purchase rights shall be established by the Plan Administrator;
provided, however, that the purchase price shall not be less than to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the Participant's Entry Date into that offering period or (ii) the Fair
Market Value per share of Common Stock on that Purchase Date. Unless otherwise
provided by the Plan Administrator prior to the commencement of an offering
period, the purchase price per share at which Common Stock will be purchased on
the Participant's behalf on the Purchase Date of an offering period shall be
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per
share of Common Stock on the Participant's Entry Date into that offering period
or (ii) the Fair Market Value per share of Common Stock on that Purchase Date.

         D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common Stock
purchasable by a Participant on the Purchase Date of an offering period shall be
the number of whole shares obtained by dividing the amount collected from the
Participant through payroll deductions during the offering period ending with
that Purchase Date by the purchase price in effect for the Participant for that
Purchase Date; provided that, the Participant may not purchase more than 25,000
shares of Common Stock.


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         E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date.

         F. TERMINATION OF PURCHASE RIGHT. The following provisions shall govern
the termination of outstanding purchase rights:

               (i) A Participant may, at any time prior to the Purchase Date of
          an offering period, terminate his or her outstanding purchase right by
          filing the appropriate form with the Plan Administrator (or its
          designate), and no further payroll deductions shall be collected from
          the Participant with respect to the terminated purchase right. Any
          payroll deductions collected during the offering period in which such
          termination occurs shall, at the Participant's election, be
          immediately refunded or held for the purchase of shares on the next
          Purchase Date. If no such election is made at the time such purchase
          right is terminated, then the payroll deductions collected with
          respect to the terminated right shall be refunded as soon as possible.

               (ii) The termination of such purchase right shall be irrevocable,
          and the Participant may not subsequently rejoin the offering period
          for which the terminated purchase right was granted. In order to
          resume participation in any subsequent offering period, such
          individual must re-enroll in the Plan (by making a timely filing of
          the prescribed enrollment forms) on or before his or her scheduled
          Entry Date into that offering period.

               (iii) Should the Participant cease to remain an Eligible Employee
          for any reason (including death, disability or change in status) while
          his or her purchase right remains outstanding, then that purchase
          right shall immediately terminate, and all of the Participant's
          payroll deductions for the offering period in which the purchase right
          so terminates shall be immediately refunded.

         G. CHANGE IN CONTROL. The Board may, in its sole discretion, provide
that in the event of a Change in Control one or more of the following will
occur: (1) each outstanding purchase right shall automatically be exercised,
immediately prior to the effective date of any Change in Control, by applying
the payroll deductions of each Participant for the offering period in which such
Change in Control occurs to the purchase of whole shares of Common Stock at a
purchase price per share equal to eighty-five percent (85%) of the lower of (i)
the Fair Market Value per share of Common Stock on the Participant's Entry Date
into the offering period in which such Change in Control occurs or (ii) the Fair
Market Value per share of Common Stock immediately prior to the effective date
of such Change in Control (the Corporation shall use its best efforts to provide
at least ten (10)-days prior written notice of the occurrence of any Change in
Control, and Participants shall, following the receipt of such notice, have the
right to terminate their outstanding purchase rights prior to the effective date
of the Change in Control); (2) provide that all outstanding purchase rights
shall terminate effective the date of any Change in Control, or such other date
as the Plan Administrator may deem advisable, and all payroll deductions for the
offering period in which such Change in Control occurs shall be returned



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<PAGE>   6

to each Participant as soon as possible; (3) the surviving, continuing,
successor, or purchasing corporation or parent corporation, thereof, as the case
may be, may assume the Corporation's rights and obligations under the Plan; or
(4) such other alternative the Board deems advisable and which is in accordance
with the Plan and Code Section 423.

         H. PRORATION OF PURCHASE RIGHTS. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

         I. ASSIGNABILITY. The purchase right shall be exercisable only by the
Participant during the Participant's lifetime, and shall not be assignable or
transferable by the Participant other than by the laws of descent and
distribution.

         J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.

VIII.    ACCRUAL LIMITATIONS

         A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise
permit such Participant to purchase more than Twenty-Five Thousand Dollars
($25,000) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market value per share on the date or dates
such rights are granted) for each calendar year such rights are at any time
outstanding.

         B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

               (i) The right to acquire Common Stock under each outstanding
          purchase right shall accrue on the Purchase Date of an offering period
          on which such right remains outstanding.

               (ii) No right to acquire Common Stock under any outstanding
          purchase right shall accrue to the extent the Participant has already
          accrued in the same calendar year the right to acquire Common Stock
          under one (1) or more other purchase rights at a rate equal to
          Twenty-Five Thousand Dollars ($25,000) worth of Common Stock
          (determined on the basis of the Fair Market Value per share on the
          date or dates of grant) for each calendar year such rights were at any
          time outstanding.


                                      -6-

<PAGE>   7

         C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Date, then the payroll
deductions which the Participant made during that offering period with respect
to such purchase right shall be promptly refunded.

         D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX.      EFFECTIVE DATE AND TERM OF THE PLAN

         A. The Plan was adopted by the Board on February 13, 2001 and shall
become effective at the Effective Time, provided no purchase rights granted
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any Stock Exchange or the Nasdaq National Market on which the Common Stock is
listed for trading and all other applicable requirements established by law or
regulation. In the event such stockholder approval is not obtained, or such
compliance is not effected, within twelve (12) months after the date on which
the Plan is adopted by the Board, the Plan shall terminate and have no further
force or effect, and all sums collected from Participants during the initial
offering period hereunder shall be refunded.

         B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the date on which all shares available for issuance under
the Plan shall have been sold pursuant to purchase rights exercised under the
Plan or (ii) the date on which all purchase rights are exercised or terminate in
connection with a Change in Control. No further purchase rights shall be granted
or exercised, and no further payroll deductions shall be collected, under the
Plan, following such termination.

X.       AMENDMENT OF THE PLAN

         The Board may alter, amend, suspend or discontinue the Plan at any time
to become effective immediately following the close of any offering period.
However, the Board may not, without the approval of the Corporation's
stockholders, (i) increase the number of shares of Common Stock issuable under
the Plan, except for permissible adjustments in the event of certain changes in
the Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify eligibility requirements for participation in the
Plan.


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<PAGE>   8




XI.      GENERAL PROVISIONS

         A. The Corporation shall pay all costs and expenses incurred in the
administration of the Plan; however, each Plan Participant shall bear all costs
and expenses incurred by such individual in the sale or other disposition of any
shares purchased under the Plan.

         B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

         C. The laws of the State of Delaware shall govern the provisions of the
Plan without resort to that State's conflict-of-laws rules.

         D. The Corporation and each Participating Corporation shall have the
right to take whatever steps the Plan Administrator deems necessary or
appropriate to comply with all applicable federal, state, local, employment or
other tax withholding requirements, and the Corporation's obligations to deliver
shares under this Plan shall be conditioned upon compliance with all such
withholding tax requirements. Without limiting the generality of the foregoing,
the Corporation and each Participating Employer shall have the right to withhold
taxes from any other compensation or other amounts which it may owe to the
Participant, or to require the Participant to pay to the Corporation or the
Participating Corporation the amount of any taxes which the Corporation or the
Participating Corporation may be required to withhold with respect to such
shares. In this connection, the Plan Administrator may require the Participant
to notify the Plan Administrator, the Corporation, or a Participating
Corporation before the Participant sells or otherwise disposes of any shares
acquired under the Plan.





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<PAGE>   9



                                   SCHEDULE A

                          CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME

            _____________________________, a ____________ corporation





<PAGE>   10


                                    APPENDIX

         The following definitions shall be in effect under the Plan:

         A. BOARD shall mean the Corporation's Board of Directors.

         B. TOTAL COMPENSATION shall mean the (i) base salary payable to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus (ii)
all overtime payments, bonuses, commissions, current profit-sharing
distributions and other incentive-type payments. Such Total Compensation shall
be calculated before deduction of (A) any income or employment tax withholdings
or (B) any pre-tax contributions made by the Participant to any Code Section
401(k) salary deferral plan or any Code Section 125 cafeteria benefit program
now or hereafter established by the Corporation or any Corporate Affiliate.
However, Total Compensation shall NOT include any contributions (other than Code
Section 401(k) or Code Section 125 contributions) made on the Participant's
behalf by the Corporation or any Corporate Affiliate to any employee benefit or
welfare plan now or hereafter established.

         C. CHANGE IN CONTROL shall mean the occurrence of any of the following:

               (i) Any "Person" or "Group" (as such terms are defined in Section
          13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and
          the rules and regulations promulgated thereunder), other than the
          Corporation or a person that directly or indirectly controls, is
          controlled by, or is under common control with, the Corporation,
          becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under
          the Exchange Act), directly or indirectly, of securities of the
          Corporation, or of any entity resulting from a merger or consolidation
          involving the Corporation, representing more than fifty percent (50%)
          of the combined voting power of the then outstanding securities of the
          Corporation or such entity.

               (ii) The consummation of (x) a merger, consolidation or
          reorganization to which the Corporation is a party, whether or not the
          Corporation is the Person surviving or resulting therefrom, or (y) a
          sale, assignment, lease, conveyance or other disposition of all or
          substantially all of the assets of the Corporation, in one transaction
          or a series of related transactions, to any Person other than the
          Corporation, where any such transaction or series of related
          transactions as is referred to in clause (x) or clause (y) above in
          this subparagraph (ii) (singly or collectively, a "Transaction") does
          not otherwise result in a "Change in Control" pursuant to subparagraph
          (i) of this definition of "Change in Control"; provided, however, that
          no such Transaction shall constitute a "Change in Control" under this
          subparagraph (ii) if the Persons who were the stockholders of the
          Corporation immediately before the consummation of such Transaction
          are the Beneficial Owners, immediately following the consummation of
          such Transaction, of fifty percent (50%) or more of the combined
          voting power of the then outstanding voting securities of the Person
          surviving or resulting from any merger, consolidation or
          reorganization referred to in clause (x) above in this subparagraph
          (ii) or the Person to whom the assets of the Corporation are sold,
          assigned, leased, conveyed or





<PAGE>   11

          disposed of in any transaction or series of related transactions
          referred in clause (y) above in this subparagraph (ii), in
          substantially the same proportions in which such Beneficial Owners
          held voting stock in the Corporation immediately before such
          Transaction.

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

         E. COMMON STOCK shall mean the Corporation's common stock.

         F. CORPORATE AFFILIATE shall mean any parent or subsidiary corporation
of the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.

         G. CORPORATION shall mean WJ Communications, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of WJ Communications, Inc. which shall by appropriate
action adopt the Plan.

         H. EFFECTIVE TIME shall mean May 1, 2001. Any Corporate Affiliate
which becomes a Participating Corporation after such Effective Time shall
designate a subsequent Effective Time with respect to its employee-Participants.

         I. ELIGIBLE EMPLOYEE shall mean any Employee who has completed 3
months of service with a Participating Corporation.

         J. EMPLOYEE shall mean a person treated as an employee of a
Participating Corporation for purposes of Code Section 423. A Participant shall
be deemed to have ceased to be an Employee either upon actual termination of
employment or upon a Corporate Affiliate or Affiliates employing the Participant
ceasing to be a Participating Corporation. For purposes of the Plan, an
individual shall not de deemed to have ceased to be an Employee while on any
military leave, sick leave, or other bona fide leave of absence approved by the
Corporation of ninety (90) days or less. If an individual's leave of absence
exceeds ninety (90) days, the individual shall be deemed to have ceased to be an
Employee under the Plan on the ninety-first (91) day of such leave unless the
individuals right to reemployment with the Participating Corporation is
guaranteed either by statute or by contract. The Plan Administrator shall
determine in good faith and in the exercise of its discretion whether an
individual has become or has ceased to be an Employee and the effective date of
such individual's employment or termination of employment, as the case may be,
and such determination shall be final, binding and conclusive.

         K. ENTRY DATE shall mean the date an Eligible Employee first commences
participation in the offering period in effect under the Plan. The earliest
Entry Date under the Plan shall be the Effective Time.

         L. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

               (i) If the Common Stock is at the time traded on the Nasdaq
          National Market, then the Fair Market value shall be the closing
          selling price per share of Common Stock on the date in question, as
          such price is reported by the National



                                      -2-

<PAGE>   12

          Association of Securities Dealers on the Nasdaq National Market. If
          there is no closing selling price for the Common Stock on the date in
          question, then the Fair Market Value shall be the closing selling
          price on the last preceding date for which such quotation exists.

               (ii) If the Common Stock is at the time listed on any Stock
          Exchange, then the Fair market Value shall be the closing selling
          price per share of Common Stock on the date in question on the Stock
          Exchange determined by the Plan Administrator to be the primary market
          for the Common stock, as such price is officially quoted in the
          composite tape of transactions on such exchange. If there is no
          closing selling price for the Common Stock on the date in question,
          then the Fair Market Value shall be the closing selling price on the
          last preceding date for which such quotation exists.

         M. 1933 ACT shall mean the Securities Act of 1933, as amended.

         N. PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

         O. PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

         P. PLAN shall mean the Corporation's 2001 Employee Stock Purchase Plan,
as set forth in this document.

         Q. PLAN ADMINISTRATOR shall mean the Board, or a committee designated
by the Board, which committee shall consist solely of two (2) or more persons
who are "non-employee directors" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended.

         R. PURCHASE DATE shall mean the last payroll day of each offering
period.

         S. STOCK EXCHANGE shall mean either the American Stock Exchange, or the
New York Stock Exchange.


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