CHEMTURA
CORPORATION

     

    2001
EMPLOYEE STOCK PURCHASE PLAN


     

    ARTICLE
I

     

    ESTABLISHMENT

     

    
      Purpose

    

     

    The
Chemtura Corporation 2001 Employee Stock Purchase Plan (the “Plan”) is hereby
established by Chemtura Corporation (the “Company”), the purpose of which is to
provide a method whereby employees of the Company or any Designated Subsidiary
(as defined herein), will have an opportunity to acquire a proprietary interest
in the Company through the purchase of shares of Common Stock.  The
Plan is also established to help promote the overall financial objectives of the
Company’s stockholders by promoting those persons participating in the Plan to
achieve long-term growth in stockholder equity. The Plan is intended to qualify
as an “employee stock purchase plan” under Section 423 of the Internal Revenue
Code of 1986, as amended (the “Code”).  The provisions of the Plan
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of Section 423 of the Code and the regulations
promulgated thereunder.

     

    ARTICLE
II

     

    DEFINITIONS

     


    The
following words and phrases, as used herein, shall have the meanings indicated
unless the context clearly indicates to the contrary:

    


    2.01        Account shall mean the
bookkeeping account established on behalf of a Participant to which is credited
all contributions paid for the purpose of purchasing Common Stock under the
Plan, and to which shall be charged all purchases of Common Stock, or
withdrawals, pursuant to the Plan.  Such Account shall remain unfunded
as described in Section 8.11 of the Plan.

    


    2.02        Affiliate shall mean, with
respect to any Person, any other Person that, directly or indirectly, controls,
is controlled by, or is under common control with, such Person.  Any
“Relative” (for this purpose, “Relative” means a spouse, child, parent, parent
of spouse, sibling or grandchild) of an individual shall be deemed to be an
Affiliate of such individual for this purpose.  Neither the Company
nor any Person controlled by the Company shall be deemed to be an Affiliate of
any holder of Common Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     


    2.03        Agreement shall mean, either
individually or collectively, any subscription, enrollment and/or withholding
agreement, in the form prescribed by the Committee, entered into pursuant to the
Plan between the Company or a Designated Subsidiary and a
Participant.  Such Agreement shall be an authorization for the Company
or a Designated Subsidiary to withhold amounts from such Participant’s
Compensation, at the Contribution Rate specified in the Agreement, to be applied
to purchase Common Stock.

    


    2.04        Beneficiary shall mean the
person specified by a Participant in his or her most recent written designation
that is filed with the Committee to receive any benefits under the Plan in the
event of such Participant’s death, in accordance with Section 8.01.

    


    
      2.05       
Board shall mean the Board of
Directors of the Company

    

     

    2.06        Change in Control shall mean
a change in control of the Company of a nature that would be required to be
reported in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the Effective Date, pursuant to Section 13 or 15(d) of the Exchange
Act; provided that, without limitation, such a "Change in Control" shall be
deemed to have occurred if:

     

    
      	
               
      

            	
              (i)

            	
              A
      third person, including a "group" as such term is used in Section 13(d)(3)
      of the Exchange Act, other than the trustee of a Company employee benefit
      plan, becomes the beneficial owner, directly or indirectly, of 20 percent
      or more of the combined voting power of the Company's outstanding voting
      securities ordinarily having the right to vote for the election of
      directors of the Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              During
      any period of 24 consecutive months individuals who, at the beginning of
      such consecutive 24-month period, constitute the Board (the "Board"
      generally and as of the Effective Date, the "Incumbent Board") cease for
      any reason (other than retirement upon reaching normal retirement age,
      disability, or death) to constitute at least a majority of the Board;
      provided that any person becoming a director subsequent to the Effective
      Date whose election, or nomination for election by the Company's
      shareholders, was approved by a vote of at least three-quarters of the
      Directors comprising the Incumbent Board (other than an election or
      nomination of an individual whose initial assumption of office is in
      connection with an actual or threatened election contest relating to the
      election of the Directors of the Company, as such terms are used in Rule
      14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
      purposes of the Plan, considered as though such person were a member of
      the Incumbent Board; or

            


    
 

    
      
         


      

      
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              (iii)

            	
              The
      Company shall cease to be a publicly owned corporation having its
      outstanding Common Stock listed on the New York Stock Exchange or quoted
      in the NASDAQ National Market
System.

            


    

     

    2.07        Commission shall mean the
Securities and Exchange Commission or any successor entity or
agency.

     

    2.08        Committee shall mean the Plan
Committee of the Board as described in Article VII.

     

    2.09        Compensation shall mean, for
the relevant period, (a) the total compensation paid in cash to a Participant by
the Company and/or a Designated Subsidiary, including salaries, wages,
commissions, overtime pay, shift premiums, bonuses, and incentive compensation,
plus (b) any pre-tax  contributions made by a Participant under
Section 401(k) or 125 of the Code.  Compensation shall exclude
non-cash items, moving or relocation allowances, geographic hardship pay, car
allowances, tuition reimbursements, imputed income attributable to cars or life
insurance, severance or notice pay, fringe benefits, contributions (except as
provided in clause (b) of the immediately preceding sentence) or benefits
received under employee benefit or deferred compensation plans or arrangements,
income attributable to stock options and similar items.

     

    2.10        Common Stock shall mean
shares of common stock of the Company, $.01 par value.

     

    2.11        Contribution Rate shall be
that rate of contribution of Compensation to the Plan stated in the Agreement,
subject to determination in accordance with Article IV.

     

    2.12        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.

     

    2.13        Effective Date shall mean
June 1, 2001.

     

    2.14        Eligible Employee shall mean
any individual who is employed on a full-time or part-time basis by the Company
or a Designated Subsidiary on an Enrollment Date, except that the Committee in
its sole discretion may exclude:

     

    
      	
               
      

            	
              (i)

            	
              employees
      whose customary employment is not more than 20 hours per
    week;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              employees
      whose customary employment is for not more than five months in any
      calendar year; and

            


    

     

    
      
        	 	
                (iii)

              	
                employees
      who are considered to be a highly compensated employee of the Company or
      Designated Subsidiary within the meaning of Section 414(q) of the
      Code.

              


      

    

     

    As of the
Effective Date, and unless and until the Committee determines otherwise, only
those employees described in Section 2.15(i) and (ii) are excluded from the
class of Eligible Employees.
 

    
      
         


      

      
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    2.15   
  Enrollment
Date shall mean the first day of each Offering Period.

     

    2.16   
  Exchange
Act means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder.

     

    2.17   
  Exercise
Date shall mean the last Trading Day of each calendar month during each
Offering Period.

     

    2.18   
  Fair Market
Value of a share of Common Stock as of a given date shall
mean:  (i) if the Common Stock is listed or admitted to trading on an
established stock exchange (including, for this purpose, the New York Stock
Exchange (“NYSE”)), the mean of the highest and lowest sale prices for a share
of the Common Stock on the composite tape or NYSE trading as reported in The Wall Street Journal (or,
if not so reported, such other nationally recognized reporting source as the
Committee shall select) for such date, or, if no such prices are reported for
such date, the most recent day for which such prices are available shall be
used; (ii) if the Common Stock is not then listed or admitted to trading on such
a stock exchange, the mean of the closing representative bid and asked prices
for the Common Stock on such date as reported by the OTC Bulletin Board (or any
successor or similar quotation system regularly reporting the market value of
the Common Stock in the over-the-counter market), or, if no such prices are
reported for such date, the most recent day for which such prices are available
shall be used; or (iii) in the event neither of the valuation methods provided
for in clauses (i) and (ii) above are  practicable, the fair market
value of a share of Common Stock determined by such other reasonable valuation
method as the Committee shall, in its discretion, select and apply in good faith
as of such date.

     

    2.19  
   Offering
Period shall mean a period as determined by the Committee during which a
Participant’s Option may be exercised and the accumulated value of the
Participant’s Account may be applied to purchase Common Stock.  Unless
otherwise specified by the Committee, the initial Offering Period will begin on
the Effective Date and end on the last Trading Day of the Plan Year in which the
Effective Date occurs.  Thereafter, each successive Offering Period
shall consist of one-year periods commencing on the first Trading Day on or
after the first day of the Plan Year and ending on the last Trading Day on or
before the last day of each such Plan Year.  The duration of Offering
Periods may be changed by the Committee or the Board pursuant to Section 3.06 or
5.04.

     

    2.20   
  Option
shall mean the right to purchase the number of shares of Common Stock specified
in accordance with the Plan at an Option Price and for a term fixed in
accordance with the Plan, and subject to such other limitations and restrictions
as may be imposed by the Plan or the Committee in accordance with the
Plan.

     

    2.21  
   Option
Price shall mean an amount equal to 85% of the Fair Market Value of a
share of Common Stock on the Exercise Date.

     

    2.22   
  Participant
shall mean an Eligible Employee who satisfies the eligibility conditions of
Article III, and to whom an Option has been granted by the Committee under the
Plan.


    
      
         


      

      
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    2.23   
  Plan Year
shall mean the period of twelve (12) or fewer consecutive months commencing on
the Effective Date and ending on December 31st of the
same calendar year, and the twelve (12) consecutive month period ending the last
day of each December of each calendar year thereafter.  The Committee
may at any time designate another period as the Plan Year.

     

    2.24   
  Reserves
shall mean the number of shares of Common Stock covered by each Option under the
Plan that have not yet been exercised and the number of shares of Common Stock
that have been authorized for issuance under the Plan but not yet placed under
an Option.

     

    2.25    
 Securities Act
shall mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder.

     

    2.26   
  Subsidiary
shall mean any present or future corporation, domestic or foreign, which is or
would be a “subsidiary corporation,” as defined under Section 424(f) of the
Code, of the Company.

    


    2.27    
 Trading Day shall
mean a day on which national stock exchanges are open for trading.

     

    ARTICLE
III

     

    ELIGIBILITY AND
PARTICIPATION

    


    
      3.01   
  Initial
Eligibility

    

     

    Any
individual who is otherwise an Eligible Employee and who is employed with the
Company or a Designated Subsidiary on the Effective Date or becomes employed
with the Company or a Designated Subsidiary after the Effective Date and is
otherwise an Eligible Employee, may participate in the Plan immediately
beginning with the first Offering Period that occurs concurrent with or next
following either the Effective Date or that individual’s initial date of such
employment.

     

    3.02   
  Leave of
Absence

     

    A
Participant shall be eligible to continue participating in the Plan while such
individual is on sick leave, short-term disability leave or other paid leave of
absence approved by the Company or a Designated
Subsidiary.
 

    
      
         


      

      
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      3.03   
  Eligibility
Restrictions

    

     

    Notwithstanding
any provisions of the Plan to the contrary, no employee of the Company or a
Designated Subsidiary shall be granted an Option under the Plan or be eligible
to participate in the Plan:

     

    
      	
               
      

            	
              (a)

            	
              if,
      immediately after the Option is granted, or on the first day of any
      calendar month during the Offering Period, such employee would own or be
      considered to own, five percent (5%) or more of the total combined voting
      power or value of all classes of stock of the Company or any Subsidiary
      (for purposes of this Section 3.03(a), the rules of Section 424(d) of the
      Code shall apply in determining stock ownership of any employee, and stock
      that the employee may purchase under outstanding Options (whether or not
      such Options qualify for the special tax treatment afforded by Section
      421(a) of the Code) shall be treated as stock owned by the employee);
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      such Option would permit such employee’s rights to purchase stock under
      the Plan and any other employee stock purchase plans of the Company or any
      Subsidiary to accrue at a rate that exceeds $25,000 (or such other amount
      as may be adjusted from time to time under applicable provisions of the
      Code or the regulations promulgated thereunder) in Fair Market Value of
      Common Stock (determined at the time such Option is granted) for each
      calendar year in which such Option is
  outstanding.

            


    

     

    
      3.04   
  Participation

    

     

    (a)      
  An Eligible Employee may commence participation by completing an
Agreement authorizing payroll deductions and filing it with such Eligible
Employee’s local benefits administrator prior to the applicable Enrollment
Date.  Such an Eligible Employee is referred to as a
Participant.

     

    (b)     
  Any payroll deductions for a Participant shall be in accordance with
Article IV and shall be made on each payroll date occurring between the
fifteenth (15th) day
and the last day of each calendar month commencing with the calendar month in
which the Participant's Enrollment Date occurs and ending with the last calendar
month of the Offering Period to which such authorization is applicable, unless
sooner terminated by the Participant as provided in Article VI.

     

    
      3.05   
  Option
Grant

    

     

    On the
Enrollment Date of each Offering Period, each Participant participating in the
Offering Period shall be granted an Option to purchase on each Exercise Date
during such Offering Period (at the appropriate Option Price) up to the number
of shares of Common Stock as determined by dividing the particular Participant’s
payroll deductions that are made in accordance with Section 3.04(b) and Article
IV and have accumulated prior to such Exercise Date and retained in such
Participant’s Account as of that Exercise Date by the appropriate Option
Price.  Such purchase of shares of Common Stock shall be subject to
the limitations under Sections 3.03 and 3.09.  Exercise of the Option
shall occur as provided in Section 3.07, unless the Participant has withdrawn as
provided in Article VI.  The Option shall expire on the last day of
the Offering Period.  The Committee may determine that there shall be
no Options granted under the Plan for any particular Plan
Year.
 

    
      
         


      

      
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      3.06     
Offering
Period

    

     

    The Plan
shall be implemented by consecutive Offering Periods of Common
Stock.  Each Agreement shall specify the Offering Period or Offering
Periods for which the Option is granted, which shall be determined by the
Committee in accordance with the Plan.  The Committee shall have the
authority to change the duration of Offering Periods, including the commencement
dates thereof, with respect to future offerings without approval of the
Company’s stockholders.  Under such circumstances, any change to the
Offering Periods shall be announced at least ten (10) days prior to the
scheduled beginning of the initial Offering Period to be affected.  In
no event, however, shall an Offering Period extend beyond the period permitted
under Section 423(b)(7) of the Code.

     

    
      3.07    
 Exercise of
Option

    

     

    Unless a
Participant provides written notice to the Company, or withdraws from the Plan
as provided in Article VI, his Option for the purchase of shares shall be
exercised automatically on each Exercise Date during an Offering Period, and the
maximum number of full shares subject to the Option shall be purchased for such
Participant at the applicable Option Price, using the accumulated payroll
deductions retained in his Account in accordance with Section 3.04(b) and
Article IV since the most recent previous Exercise Date, if any, during such
Offering Period, subject to the limitations under Sections 3.03 and
3.09.  No fractional shares shall be purchased.  Any payroll
deductions accumulated in an Account that are not sufficient to purchase a full
share of Common Stock shall be retained in the Account for the next Exercise
Date or the subsequent Offering Period, as applicable, subject to earlier
withdrawal by the Participant as provided in Article VI.  Any other
monies remaining in a Participant’s Account after the last Exercise Date of an
Offering Period shall be returned to the Participant or his Beneficiary in cash,
without interest.  During a Participant’s lifetime, such Participant’s
Option is exercisable only by such Participant.  The Committee shall
have the authority to change the Exercise Date designated in the Plan with
respect to subsequent Offering Periods without approval of the Company's
shareholders.

     

    
      
         

      

      
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      3.08     
Delivery of
Stock

    


    (a)         As
promptly as practical after each Exercise Date on which a purchase of Common
Stock occurs, the Company shall arrange the delivery to each Participant, or his
Beneficiary, of a certificate representing the shares of Common Stock purchased
upon exercise of such Participant’s Option, except that the Committee may
determine that such shares shall be held for each Participant’s benefit by a
broker designated by the Committee unless the Participant has delivered to the
Participant's local benefits administrator a written election that certificates
representing such shares be issued to him.  Shares of Common Stock
issued upon exercise of an Option and delivered to or for the benefit of a
Participant or Beneficiary will be registered in the name of such Participant or
Beneficiary, as the case may be.  Alternatively, at the direction of a
Participant through written notice to the Committee at least ten (10) days prior
to the applicable Exercise Date, such shares shall be registered in the names of
such Participant and one other person as may be designated by the Participant,
as joint tenants with rights of survivorship, community property or as tenants
by the entirety, to the extent permitted by applicable law.

    


    (b)        The
Committee may require a Participant or his Beneficiary to give prompt written
notice to the Company concerning any disposition of shares of Common Stock
received upon the exercise of such Participant’s Option within:  (i)
two (2) years from the date of granting of such Option to such Participant, (ii)
one (1) year from the transfer of such shares of Common Stock to such
Participant, or (iii) such other period as the Committee may from time to time
determine.

    


    3.09      Maximum Number of
Shares

    


    Prior to
the commencement of an Offering Period, the Committee shall determine the
maximum number of shares of Common Stock that a Participant may purchase during
such Offering Period or a formula that complies with the requirements of Section
423 of the Code and the regulations promulgated thereunder by which the maximum
number of shares of Common Stock that a Participant may purchase during such
Offering Period shall be computed.

    


    3.10      Withholding

     

    At the
time an Option is exercised, or at the time some or all of the Common Stock that
is issued under the Plan is disposed of, the Company may withhold from any
Compensation or other amount payable to the applicable Participant, or require
such Participant to remit to the Company (or make other arrangements
satisfactory to the Company, as determined in the Committee’s discretion,
regarding payment to the Company of), the amount necessary for the Company to
satisfy any Federal, state or local taxes required by law to be withheld with
respect to the shares of Common Stock subject to such Option or disposed of, as
a condition to delivery of any certificate or certificates for any such shares
of Common Stock.  Whenever under the Plan payments are to be made in
cash, such payments shall be made net of an amount sufficient to satisfy any
Federal, state or local tax or withholding obligations with respect to such
payments.


    
      
         


      

      
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    ARTICLE
IV

    PAYROLL
DEDUCTIONS

     

    
      4.01     
Contribution
Rate

    

     

    (a)         At
the time a Participant files an Agreement with the Company authorizing payroll
deductions, he must elect to have payroll deductions made on each payroll date
occurring between the first (1st) day
and the last day of each calendar month during the Offering Period, and such
Contribution Rate must be a minimum of one percent (1%) and a maximum of ten
percent (10%) of the Participant’s Compensation in effect on each such payroll
date during the Offering Period, unless the Committee determines otherwise in a
manner applicable uniformly to all Participants.  The payroll
deductions shall only be made in whole percentages of the Participant’s
Compensation.  Participants may not make any separate cash payments
outside payroll deductions under the Plan except as otherwise provided in
Section 5.04(d) in the event of a Change in Control.

     

    (b)        A
Participant may discontinue his participation in the Plan as provided in Article
VI, or may elect to decrease the rate of his payroll deductions during the
Offering Period by filing a new Agreement with the Company that authorizes a
change in his Contribution Rate.  Such election by the Participant to
decrease his Contribution Rate shall only be permitted once during each Offering
Period.  The Committee may, in its discretion, in a fair and equitable
manner, limit the number of Participants who change their Contribution Rate
during any Offering Period.  Any such change in Contribution Rate
accepted by the Committee shall be effective with the first full payroll period
following ten (10) business days after the Committee’s receipt of the new
Agreement authorizing the new Contribution Rate, unless the Committee elects to
process a change in the Contribution Rate more quickly.  A
Participant’s authorization to change his Contribution Rate shall remain in
effect for the balance of the applicable Offering Period and for successive
Offering Periods unless terminated as provided in Article VI.

     

    (c)         Notwithstanding
the foregoing provisions of this Section 4.01, the Committee may decrease a
Participant’s Contribution Rate, but not below zero percent, at any time during
an Offering Period to the extent necessary to comply with Section 423(b)(8) of
the Code or Section 3.03 of the Plan.  To the extent necessary in such
case, payroll deductions shall recommence at the rate provided in such
Participant’s Agreement as of the first Offering Period that is scheduled to
begin in the following Plan Year, unless the Participant withdraws from the Plan
in accordance with Article VI.

     

    4.02      Participant
Account

     

    All
payroll deductions made for a Participant shall be credited to his Account under
the Plan.

     

    
      4.03     
Interest

    

     

    No
interest shall accrue on the payroll deductions of a Participant under the
Plan.  In addition, no interest shall be paid on any and all money
that is distributed to a Participant, or his Beneficiary, pursuant to the
provisions of Sections 6.01 and/or 6.03.
 

    
      
         


      

      
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    ARTICLE
V

     

    COMMON
STOCK

     

    
      5.01    
 Shares
Provided

    

     

    (a)         The
maximum number of shares of Common Stock that may be issued under the Plan shall
be two million (2,000,000) shares.  This number is subject to an
adjustment upon any changes in capitalization of the Company as provided in
Section 5.04.

     

    (b)         The
Committee may determine, in its sole discretion, to include in the number of
shares of Common Stock available under the Plan any shares of Common Stock that
cease to be subject to an Option or are forfeited or any shares subject to an
Option that terminates without issuance of shares of Common Stock actually being
made to the Participant.

     

    (c)         If
the number of shares of Common Stock that Participants become entitled to
purchase under the Plan is greater than the shares of Common Stock offered in a
particular Offering Period or remaining available under the Plan, the available
shares of Common Stock shall be allocated by the Committee among such
Participants in such manner as the Committee determines is fair and
equitable.

     

    5.02   
   Participant
Interest

     

    The
Participant shall have no interest as a shareholder, including, without
limitation, voting or dividend rights, with respect to shares of Common Stock
covered by his Option until such Option has been exercised in accordance with
the Plan and his Agreement.

     

    
      5.03     
 Restriction of Shares Upon
Exercise

    

     

    The
Committee may, in its discretion, require as conditions to the exercise of any
Option that the shares of Common Stock reserved for issuance upon the exercise
of the Option shall have been duly listed upon a stock exchange, and that
either:

     

    
      	
               
      

            	
              (a)

            	
              a
      registration statement under the Securities Act with respect to the shares
      shall be effective, or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Participant shall have represented at the time of purchase, in form and
      substance satisfactory to the Company, that it is his intention to
      purchase the shares for investment and not for resale or
      distribution.

            


    

     

    
      
         

      

      
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      5.04     
Changes in
Capital

    
 

    (a)         Subject
to any required action by the shareholders of the Company, upon changes in the
outstanding Common Stock by reason of a stock split, reverse stock split, stock
dividend, combination or exchange of shares, merger, recapitalization,
consolidation, corporate separation or division of the Company (including, but
not limited to, a split-up, spin-off, split-off or distribution to Company
stockholders other than a normal cash dividend), reorganization,
reclassification, or increase or decrease in the number of shares of capital
stock of the Company effected without receipt of full consideration therefor, or
any other similar change affecting the Company’s capital structure, the
Committee shall make appropriate adjustments, in its discretion, to, or
substitute, as applicable, the number, class and kind of shares of stock
available for Options under the Plan, outstanding Options and the Reserves, the
maximum number of shares that a Participant may purchase per Offering Period,
the Option Prices of outstanding Options and any other characteristics or terms
of the Options or the Plan as the Committee shall determine are necessary or
appropriate to reflect equitably the effects of such changes to the
Participants; provided,
however, that any
fractional shares resulting from any such adjustment shall be eliminated by
rounding to the next lower whole number of shares with appropriate payment for
such fractional shares as shall be reasonably determined by the Committee; provided further, however, that any
such adjustment shall only be effective to the extent that it would not cause
any Option to fail to qualify as an Option within the meaning of Section 423 of
the Code.  Notice of any such adjustment shall be given by the
Committee to each Participant whose Option has been adjusted and such
adjustment, whether or not such notice has been given, shall be effective and
binding for all purposes of the Plan.

    


    (b)         The
existence of the Plan and any Options granted hereunder shall not affect in any
way the right or power of the Board or the shareholders of the Company to make
or authorize any adjustment, recapitalization, reorganization or other change in
the Company’s capital structure or its business, any merger or consolidation of
the Company or a Subsidiary, any issue of debt, preferred or prior preference
stock ahead of or affecting Common Stock, the authorization or issuance of
additional shares of Common Stock, the dissolution or liquidation of the Company
or any Subsidiary, any sale or transfer of all or part of the Company’s or a
Subsidiary’s assets or business or any other corporate act or
proceeding.

    


    (c)         The
Board may at any time terminate an Offering Period then in progress and provide,
in its discretion, that Participants’ then outstanding Account balances shall be
used to purchase shares pursuant to Article III or returned to the applicable
Participants.

    


    (d)         In
the event of a Change in Control, the Committee may, in its
discretion:

    


    
      	
               
      

            	
              (i)

            	
              permit
      each Participant to make a single sum payment with respect to his
      outstanding Option before the Exercise Date up to the amount the
      Participant would have contributed as determined by the Committee for the
      payroll periods remaining until the Exercise Date, and provide for
      termination of the Offering Period then in progress and purchase of shares
      pursuant to Article III; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              provide
      for payment in cash to each Participant of the amount standing to his
      Account (and not used to exercise an Option or otherwise paid to such
      Participant) plus an amount equal to the highest value of the
      consideration to be received in connection with such transaction for one
      share of Common Stock, or, if higher, the highest Fair Market Value of the
      Common Stock during the 30 consecutive Trading Days immediately prior to
      the closing date or expiration date of such transaction, less the Option
      Price of the Participant’s Option (determined for all purposes of this
      Section 5.04(d)(ii) using such closing or termination date as the Exercise
      Date in applying Section 2.23), multiplied by the number of full shares of
      Common Stock that could have been purchased for such Participant
      immediately prior to the Change in Control with such amount standing to
      his Account at the Option Price, and that all Options so paid shall
      terminate.

            


    


    
      
         


      

      
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    ARTICLE
VI

     

    WITHDRAWAL

     

    
      6.01     
General

    

    


    By
written notice to the Company, at any time prior to the last day of any
particular Offering Period, a Participant may elect to withdraw all of the
accumulated payroll deductions in his Account at such time.  All of
the accumulated payroll deductions credited to such withdrawing Participant’s
Account shall be paid to such Participant promptly after receipt of his written
notice of withdrawal.  In addition, upon the Participant’s written
notice of withdrawal, the Participant’s Option for the Offering Period shall be
automatically terminated, and no further payroll deductions for the purchase of
shares on behalf of such Participant 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 Agreement authorizing
payroll deductions.

    


    6.02      Effect on Subsequent
Participation

    


    If a
Participant withdraws from an Offering Period, such Participant will not be
eligible to purchase any additional shares of Common Stock in the Plan for the
remainder of such Offering Period.  However, a Participant's
withdrawal from an Offering Period shall not have any effect upon his
eligibility to participate in any similar plan that may be adopted by the
Company or a Subsidiary or in any succeeding Offering Periods that commence
after the termination of the Offering Period from which the Participant
withdraws.

    


    
      6.03     
Termination of
Employment

    

    


    Upon
termination of employment as an Eligible Employee, for any reason, a Participant
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 a Participant’s death, the payroll deductions credited to such
deceased Participant’s Account shall be paid to his Beneficiary or
Beneficiaries, and the Participant’s Option shall be automatically
terminated.  A transfer of a Participant’s employment between or among
the Company and any Designated Subsidiary or Designated Subsidiaries shall not
be treated as a termination of employment for purposes of the
Plan.


    
      
         


      

      
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    ARTICLE
VII

    


    ADMINISTRATION

     


    
      	
               
      

            	
              7.01

            	
              Generally

            


    

    


    The Plan
shall be administered by a committee the members of which are appointed by the
Board.  The Committee shall consist of no fewer than three (3)
members.  Notwithstanding the foregoing, the Board, in its absolute
discretion, may at any time and from time to time exercise any and all rights,
duties and responsibilities of the Committee under the Plan, including, but not
limited to, establishing procedures to be followed by the Committee, except with
respect to any matters which under any applicable law, regulation or rule are
required to be determined in the sole discretion of the Committee.  If
and to the extent that no Committee exists which has the authority to administer
the Plan, the functions of the Committee shall be exercised by the
Board.  In addition, the Board shall have discretionary authority to
designate, from time to time, without approval of the Company’s stockholders,
those Subsidiaries that shall be Designated Subsidiaries, the employees of which
are eligible to participate in the Plan.

    


    
      	
               
      

            	
              7.02

            	
              Authority of the
      Committee

            


    

    


    The
Committee shall have all authority that may be necessary or helpful to enable it
to discharge its responsibilities with respect to the Plan.  Without
limiting the generality of the foregoing sentence or Section 7.01, subject to
the express provisions of the Plan, the Committee shall have full and exclusive
discretionary authority to interpret and construe any and all provisions of the
Plan and any Agreements, determine eligibility to participate in the Plan, adopt
rules and regulations for administering the Plan, adjudicate and determine all
disputes arising under or in connection with the Plan, determine whether a
particular item is included in “Compensation,” and make all other determinations
deemed necessary or advisable for administering the Plan.  Decisions,
actions and determinations by the Committee with respect to the Plan or any
Agreement shall be final, conclusive and binding on all
parties.  Except to the extent prohibited by applicable law or the
rules of a stock exchange, the Committee may, in its discretion, from time to
time, delegate all or any part of its responsibilities and powers under the Plan
to any member or members of the management of the Company, and revoke any such
delegation.


    
      
         


      

      
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              7.03

            	
              Appointment

            


    

    


    The Board
may from time to time appoint members to the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
on the Committee.  The Committee may select one member as its Chair
and shall hold its meetings at such times and places as it shall deem
advisable.  It may also hold telephonic meetings.  A
majority of its members shall constitute a quorum.  All determinations
of the Committee shall be made by a majority of its members.  The
Committee may correct any defect or omission or reconcile any inconsistency in
the Plan or any Agreement in the manner and to the extent the Committee
determines to be desirable.  Any decision or determination reduced to
writing and signed by a majority of the members of the Committee shall be as
fully effective as if it had been made by a majority vote at a meeting duly
called and held.  The Committee may appoint a secretary and shall make
such rules and regulations for the conduct of its business as it shall deem
advisable.

     


    ARTICLE
VIII

    


    MISCELLANEOUS

     

    
      	
               
      

            	
              8.01

            	
              Designation of
      Beneficiary

            


    

    


    (a)      
   A Participant may file with the Committee a written
designation of a Beneficiary who is to receive any Common Stock and/or cash from
the Participant’s Account 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 Common Stock and cash.  Unless a Participant’s
written Beneficiary designation states otherwise, the designated Beneficiary
shall also be entitled to receive any cash from the Participant’s Account in the
event of such Participant’s death prior to exercise of his Option.

    


    (b)      
   A Participant’s designation of Beneficiary may be changed by
the Participant at any time by written notice to the Committee.  In
the event of the death of a Participant and in the absence of a valid
Beneficiary designation under the Plan at the time of such Participant’s death,
the Company shall deliver the shares and/or cash to which the deceased
Participant was entitled under the Plan to the executor or administrator of the
estate of such Participant.  If no such executor or administrator has
been appointed as can be determined by the Committee, the Company shall 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 Committee may
designate.  Any such delivery or payment shall be a complete discharge
of the obligations and liabilities of the Company, the Subsidiaries, the
Committee and the Board under the Plan.


    
      
         


      

      
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              8.02

            	
              Transferability

            


    

    


    Neither
payroll deductions credited to the Participant’s Account nor any rights with
regard to the exercise of an Option or to receive Common Stock under the Plan
may be assigned, transferred, pledged, or otherwise disposed of in any way other
than by will, the laws of descent and distribution, or as provided under Section
8.01.  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
Article VI.

     


    8.03       Conditions Upon Issuance of
Shares

    


    (a)          If
at any time the Committee shall determine, in its discretion, that the listing,
registration and/or qualification of shares of Common Stock upon any securities
exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the sale or purchase of shares of Common Stock hereunder, no
Option may be exercised or paid in whole or in part unless and until such
listing, registration, qualification, consent and/or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Committee.

     

    (b)          If
at any time counsel to the Company shall be of the opinion that any sale or
delivery of shares of Common Stock pursuant to an Option is or may be in the
circumstances unlawful, contravene the requirements of any stock exchange, or
result in the imposition of excise taxes on the Company or any Subsidiary under
the statutes, rules or regulations of any applicable jurisdiction, the Company
shall have no obligation to make such sale or delivery, or to make any
application or to effect or to maintain any qualification or registration under
the Securities Act, or otherwise with respect to shares of Common Stock or
Options and the right to exercise any Option shall be suspended until, in the
opinion of such counsel, such sale or delivery shall be lawful or will not
result in the imposition of excise taxes on the Company or any
Subsidiary.

     

    (c)          The
Committee, in its absolute discretion, may impose such restrictions on the
ownership and transferability of the shares of Common Stock purchasable or
otherwise receivable by any person under any Option as it deems
appropriate.  The certificates evidencing such shares may include any
legend that the Committee deems appropriate to reflect any such
restrictions.

     

    
      
         

      

      
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    8.04       Participants Bound by
Plan
 

    By
accepting any benefit under the Plan, each Participant and each person claiming
under or through such Participant shall be conclusively deemed to have indicated
their acceptance and ratification of, and consent to, all of the terms and
conditions of the Plan and any action taken under the Plan by the Committee, the
Company or the Board, in any case in accordance with the terms and conditions of
the Plan.

    


    8.05       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.

    


    
      8.06     
  Amendment or
Termination

    

    


    The Board
may terminate, discontinue, amend or suspend the Plan at any time, with or
without notice to Participants.  No such termination or amendment of
the Plan may materially adversely affect the existing rights of any Participant
with respect to any outstanding Option previously granted to such Participant,
without the consent of such Participant, except for any amendment or termination
permitted by Section 5.04.  In addition, no amendment of the Plan by
the Board shall, without the approval of the shareholders of the Company, (i)
increase the maximum number of shares that may be issued under the Plan, except
pursuant to Section 5.04; (ii) change the class of employees eligible to receive
Options under the Plan, except as provided by the Board pursuant to the last
sentence of Section 7.01; or (iii) change the formula by which the Option Price
is determined under the Plan.

    


    
      8.07      
No Employment
Rights

    

    


    The Plan
does not, either directly or indirectly, create an independent right for the
benefit of any employee or class of employees to purchase any shares of Common
Stock under the Plan.  In addition, the Plan does not create in any
employee or class of employees any right with respect to continuation of
employment by the Company or any Subsidiary, and the Plan shall not be deemed to
interfere in any way with the Company’s or any Subsidiary’s employment at will
relationship with the employee and/or interfere in any way with the Company’s or
any Subsidiary’s right to terminate, or otherwise modify, an employee’s
employment at any time or for any or no reason.

    


    
      8.08      
Indemnification

    

    


    No
current or previous member of the Board, or the Committee, nor any officer or
employee of the Company acting on behalf of the Board, or the Committee, shall
be personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan.  All such members of the
Board or the Committee and each and every officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation of the Plan.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such individuals may be entitled under the Company’s Certificate of
Incorporation, or Bylaws, as a matter of law or otherwise.


    
      
         


      

      
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      8.09      
Construction of
Plan

    

    


    Whenever
the context so requires, the masculine shall include the feminine and neuter,
and the singular shall also include the plural, and conversely.  The
words “Article” and “Section” herein shall refer to provisions of the Plan,
unless expressly indicated otherwise.

    


    
      8.10     
 Term of
Plan

    

    


    Following
the adoption of the Plan by the Board, and approval of the Plan by the holders
of a majority of the Company’s outstanding voting stock represented and voting
at a special or annual meeting of the shareholders where a quorum is present,
which approval must occur not earlier than one (1) year before, and not later
than one (1) year after, the date the Plan is adopted by the Board, the Plan
shall become effective on the Effective Date.

    


    8.11       Unfunded Status of
Plan

    


    The Plan
shall be an unfunded plan.  The
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or make payments,
provided that the
existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.

    


    
      8.12   
   Governing
Law

    

    


    The law
of the State of Connecticut will govern all matters relating to the Plan except
to the extent such law is superseded by the laws of the United
States.


    
      
         


      

      
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