exv10w2






Exhibit 10.2




INTEVAC, INC.




2003 EMPLOYEE STOCK PURCHASE PLAN



AS AMENDED, FEBRUARY 2009



     The following constitute the provisions of the 2003 Employee Stock Purchase Plan of Intevac,
Inc. Capitalized terms used herein shall have the meanings assigned to such terms in the attached
Appendix.



     1. 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 Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.



     2. Eligibility.



          (a) Offering Periods. Any individual who is an Employee as of the Enrollment Date of
any Offering Period under this Plan shall be eligible to participate in such Offering Period,
subject to the requirements of Section 4. Additionally, provided that an individual is an Employee
as of a Semi-Annual Entry Date within an Offering Period, such individual may enter such Offering
Period on such Semi-Annual Entry Date.




          (b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted a purchase right 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 or any Parent or
Subsidiary 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 Parent or Subsidiary of the Company, or (ii) to the extent that his
or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423
of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which
exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value
of the stock at the time such purchase right is granted) for each calendar year in which such
purchase right is outstanding at any time.




     3. Offering Periods. The Plan shall be implemented by a series of successive Offering
Periods, with such succession continuing thereafter until (i) the maximum number of shares of
Common Stock available for issuance under the Plan have been purchased, or (ii) terminated in
accordance with Section 19. Each new Offering Period shall commence on such date as determined by
the Administrator; provided, however, that the first Offering Period shall commence on the first
Trading Day on or after August 1, 2003. The Administrator shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with respect to future



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offerings without stockholder approval if such change is announced prior to the scheduled beginning
of the first Offering Period to be affected thereafter, except as provided in Section 23.




     4. Participation.



          (a) First Purchase Interval in the Offering Period. An Employee who is eligible to
participate in the Plan pursuant to Section 2 shall be entitled to participate in the first
Purchase Interval in the first Offering Period only if such individual submits to the Company’s
payroll office (or its designee), a properly completed subscription agreement authorizing payroll
deductions in the form provided by the Administrator for such purpose (i) no earlier than the
effective date of the Form S-8 registration statement with respect to the issuance of Common Stock
under this Plan and (ii) no later than five (5) business days from the effective date of such S-8
registration statement (the “Enrollment Window”). An eligible Employee’s failure to submit the
subscription agreement during the Enrollment Window shall result in the automatic termination of
such individual’s participation in the Offering Period.




          (b) Subsequent Purchase Intervals and Offering Periods. An Employee who is eligible
to participate in the Plan pursuant to Section 2 may become a participant by (i) submitting to the
Company’s payroll office (or its designee), on or before a date prescribed by the Administrator
prior to an applicable Enrollment Date or Semi-Annual Entry Date, a properly completed subscription
agreement authorizing payroll deductions in the form provided by the Administrator for such
purpose, or (ii) following an electronic or other enrollment procedure prescribed by the
Administrator.




     5. Payroll Deductions.



          (a) At the time a participant enrolls in the Plan pursuant to Section 4, he or she shall elect
to have payroll deductions made on each payday during the Offering Period in an amount not
exceeding ten percent (10%) of the Compensation which he or she receives on each such payday;
provided, that should a payday occur on a Purchase Date, a participant shall have the payroll
deductions made on such payday applied to his or her account under the new Offering Period or
Purchase Interval, as the case may be. A participant’s subscription agreement shall remain in
effect for successive Offering Periods unless terminated as provided in Section 9.




          (b) Payroll deductions authorized by a participant shall commence on the first payday
following the Entry 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 9;
provided, however, that for the first Offering Period, payroll deductions shall commence on the
first payday on or following the end of the Enrollment Window.




          (c) 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.




          (d) A participant may (i) discontinue his or her participation in the Plan as provided in
Section 9, (ii) increase the rate of his or her payroll deductions once during each Purchase
Interval, and (iii) decrease the rate of his or her payroll deductions once during each
Purchase Interval by (x) properly completing and submitting to the Company’s payroll office
(or its





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designee), on or before a date prescribed by the Administrator prior to an applicable
Purchase Date, a new subscription agreement authorizing the change in payroll deduction rate in the
form provided by the Administrator for such purpose, or (y) following an electronic or other
procedure prescribed by the Administrator. If a participant has not followed such procedures to
change the rate of payroll deductions, the rate of his or her payroll deductions shall continue at
the originally elected rate throughout the Offering Period and future Offering Periods (unless
terminated as provided in Section 9). The Administrator may, in its sole discretion, change or
institute any limit as to the nature and/or number of payroll deduction rate changes that may be
made by participants during any Offering Period. Any change in payroll deduction rate made
pursuant to this Section 5(d) shall be effective as of the first full payroll period following five
(5) business days after the date on which the change is made by the participant (unless the
Administrator, in its sole discretion, elects to process a given change in payroll deduction rate
more quickly).




          (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 2(b), a participant’s payroll deductions may be decreased to zero percent (0%)
at any time during a Purchase Interval. Payroll deductions shall recommence at the rate originally
elected by the participant effective as of the beginning of the first Purchase Interval which is
scheduled to end in the following calendar year, unless terminated by the participant as provided
in Section 9.




          (f) At the time the purchase right 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,
that arise upon the exercise of the purchase right 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 the sale or early disposition of Common Stock by the Employee.




     6. Grant of Purchase Right. On the Enrollment Date of each Offering Period, or the
Semi-Annual Entry Date of each Offering Period for each Employee who entered such Offering Period
on a Semi-Annual Entry Date, each Employee participating in such Offering Period shall be granted a
purchase right to purchase on each Purchase Date during such Offering Period (at the applicable
Purchase Price) up to a number of shares of Common Stock determined by dividing such participant’s
payroll deductions accumulated prior to such Purchase Date and retained in the participant’s
account as of the Purchase Date by the applicable Purchase Price; provided that in no event shall a
participant be permitted to purchase during each Purchase Interval more than 750 shares of Common
Stock (subject to any adjustment pursuant to Section 18), and provided further that such purchase
shall be subject to the limitations set forth in Sections 2(b) and 8. The Employee may accept the
grant of such purchase right by electing to participate in the Plan in accordance with the
requirements of Section 4. The Administrator may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of Common Stock that a
participant may purchase during each Purchase Interval of such Offering Period. Exercise of the
purchase right shall occur as provided in Section 7, unless the participant has withdrawn pursuant
to Section 9. The purchase right shall expire on the last day of the Offering Period.



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     7. Exercise of Purchase Right.



          (a) Unless a participant withdraws from the Plan as provided in Section 9, his or her purchase
right for the purchase of shares of Common Stock shall be exercised automatically on the Purchase
Date, and the maximum number of full shares subject to purchase right shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares of Common Stock shall be purchased; any payroll deductions
accumulated in a participant’s account which are not sufficient to purchase a full share shall be
retained in the participant’s account for the subsequent Purchase Interval or Offering Period,
subject to earlier withdrawal by the participant as provided in Section 9. Any other funds left
over in a participant’s account after the Purchase Date shall be returned to the participant.
During a participant’s lifetime, a participant’s purchase right to purchase shares hereunder is
exercisable only by him or her.




          (b) Notwithstanding any contrary Plan provision, if the Administrator determines that, on a
given Purchase Date, the number of shares of Common Stock with respect to which purchase rights are
to be exercised may exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on an Entry Date of the applicable Offering Period, or (ii) the number of shares of
Common Stock available for sale under the Plan on such Purchase Date, the Administrator may in its
sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Entry Date or Purchase Date, as applicable, in as
uniform a manner as shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising purchase rights to purchase Common Stock on such
Purchase Date, and continue the Offering Period then in effect, or (y) provide that the Company
shall make a pro rata allocation of the shares of Common Stock available for purchase on such Entry
Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants exercising purchase
rights to purchase Common Stock on such Purchase Date, and terminate the Offering Period then in
effect pursuant to Section 19. The Company may make pro rata allocation of the shares of Common
Stock available on the Entry Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares of Common Stock for issuance under
the Plan by the Company’s shareholders subsequent to such Entry Date.




     8. Delivery. As soon as administratively practicable after each Purchase Date on
which a purchase of shares of Common Stock occurs, the Company shall arrange the delivery to each
participant, the shares purchased upon exercise of his or her purchase right in a form determined
by the Administrator (in its sole discretion). No participant shall have any voting, dividend, or
other shareholder rights with respect to shares of Common Stock subject to any purchase right
granted under the Plan until such shares have been purchased and delivered to the participant as
provided in this Section 8.



     9. Withdrawal.



          (a) Under procedures established by the Administrator, 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 purchase right under the Plan at any time by (i) submitting to the Company’s payroll
office (or its designee) a written notice of withdrawal in the form prescribed by






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the Administrator for such purpose, or (ii) following an electronic or other withdrawal
procedure prescribed by the Administrator. All of the participant’s payroll deductions credited to
his or her account shall be paid to such participant as promptly as practicable after the effective
date of his or her withdrawal and such participant’s purchase right 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 re-enrolls in the Plan in accordance with the provisions of Section 4.




          (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or
her eligibility to participate in any similar plan that may hereafter be adopted by the Company or
in succeeding Offering Periods that commence after the termination of the Offering Period from
which the participant withdraws.




     10. Termination of Employment. In the event a participant ceases to be an Employee of
an Employer, his or her purchase right shall immediately expire and any payroll deductions credited
to such participant’s account during the Offering Period but not yet used to purchase shares of
Common Stock under the Plan shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 14, and such participant’s purchase
right shall be automatically terminated.



     11. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     12. Stock.



          (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section
18, the maximum number of shares of Common Stock which shall be made available for sale under the
Plan shall be 1,250,000 shares plus any shares which have been reserved but not issued under the
Company’s 1995 Employee Stock Purchase Plan as of the date of its termination.




          (b) Shares of Common Stock 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.




     13. Administration. The Administrator shall administer the Plan and 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 Administrator shall, to the full extent permitted by law, be
final and binding upon all parties.



     14. Designation of Beneficiary.



          (a) A participant may designate a beneficiary who is to receive any shares of Common Stock and
cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to an Purchase Date on which the purchase right is exercised but prior to delivery
to such participant of such shares and cash. In addition, a participant may designate a
beneficiary who is to receive any cash from the participant’s account under the Plan in the event
of






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such participant’s death prior to exercise of the purchase right. If a participant is married
and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.




          (b) 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.




          (c) All beneficiary designations under this Section 14 shall be made in such form and manner
as the Administrator may prescribe from time to time.




     15. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of a purchase right or to receive shares of 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 in Section 14) 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 from an
Offering Period in accordance with Section 9.



     16. 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. Until shares of Common Stock are issued under the Plan (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), a participant shall only have the rights of an unsecured creditor with
respect to such shares.



     17. 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 of Common Stock purchased and the remaining cash balance, if any.



     18. Adjustments, Dissolution, Liquidation, Merger or Change of Control.



          (a) Adjustments. In the event that any dividend or other distribution (whether in the
form of cash, Common Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company, or other change in the
corporate structure of the Company affecting the Common Stock such that an adjustment is determined
by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan,
then the Administrator shall, in such manner as it may deem equitable, adjust the number and class
of Common Stock which may be delivered under the Plan, the Purchase Price per share and the






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number of shares of Common Stock covered by each purchase right under the Plan which has not
yet been exercised, and the numerical limits of Section 6.




          (b) 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 Purchase Date (the “New Purchase Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board.
The New Purchase 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 Purchase Date, that the Purchase Date for the participant’s purchase right has
been changed to the New Purchase Date and that the participant’s purchase right shall be exercised
automatically on the New Purchase Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 9.




          (c) Merger or Change of Control. In the event of a merger of the Company with or into
another corporation or a Change of Control, each outstanding purchase right shall be assumed or an
equivalent purchase right 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 purchase right, the Purchase Interval then in progress shall be shortened by setting a new
Purchase Date (the “New Purchase Date”) and the Offering Period then in progress shall end on the
New Purchase Date. The New Purchase Date shall be before the date of the Company’s proposed merger
or Change of Control. The Administrator shall notify each participant in writing, at least ten
(10) business days prior to the New Purchase Date, that the Purchase Date for the participant’s
purchase right has been changed to the New Purchase Date and that the participant’s purchase right
shall be exercised automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 9.




     19. Amendment or Termination.



          (a) The Administrator may at any time and for any reason terminate or amend the Plan. Except
as otherwise provided in the Plan, no such termination can affect purchase rights previously
granted under the Plan, provided that an Offering Period may be terminated by the Administrator on
any Purchase Date if the Administrator determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in Section 18 and this Section
19, no amendment may make any change in any purchase right theretofore granted which adversely
affects the rights of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain stockholder approval in such a manner and to such a degree as
required.




          (b) Without stockholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Administrator 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






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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 Administrator determines in
its sole discretion advisable which are consistent with the Plan.




          (c) In the event the Administrator 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:




               (i) altering the Purchase Price for any Offering Period including an Offering Period underway
at the time of the change in Purchase Price;



               (ii) shortening any Offering Period so that Offering Period ends on a new Purchase Date,
including an Offering Period underway at the time of the Board action; and



               (iii) allocating shares.


Such modifications or amendments shall not require stockholder approval or the consent of any Plan
participants.




     20. 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.



     21. Conditions Upon Issuance of Shares. Shares of Common Stock shall not be issued
with respect to a purchase right under the Plan unless the exercise of such purchase right 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,
including the rules and regulations promulgated thereunder, the Exchange Act 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 a purchase right, the Company may require the person
exercising such purchase right 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.




     22. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the stockholders of the Company. It shall continue in
effect until terminated pursuant to Section 19.



     23. Automatic Transfer to Low Price Offering Period. To the extent permitted by any
applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock
on any Purchase Date in an Offering Period is lower than the Fair Market Value of the Common Stock
on the Enrollment Date of such Offering Period, then all participants in such Offering Period



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shall be automatically withdrawn from such Offering Period immediately after the exercise of
their purchase right on such Purchase Date and automatically re-enrolled in the immediately
following Offering Period and the current Offering Period shall automatically terminate after such
purchase of shares on the Purchase Date. The Administrator may shorten the duration of such new
Offering Period within five (5) business days following the start date of such new Offering Period.







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APPENDIX





	 	 	The following definitions shall be in effect under the Plan:





          Definitions.




          (a) “Administrator” means the Board or any committee thereof designated by the Board
in accordance with Section 13.




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




          (c) “Change of Control” means the occurrence of any of the following events:




               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or



               (ii) The consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets; or



               (iii) The consummation of a merger or consolidation of the Company, with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting securities of the
Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation.



               (iv) A change in the composition of the Board, as a result of which fewer than a majority of
the Directors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are
Directors as of the effective date of the Plan (pursuant to Section 22), or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of those
Directors whose election or nomination was not in connection with any transaction described in
subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating
to the election of Directors of the Company.



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




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




          (f) “Company” means Intevac, Inc., a California corporation.




          (g) “Compensation” means an Employee’s base straight time gross earnings, but
exclusive of payments for commissions, overtime, shift premium and other compensation.







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          (h) “Designated Subsidiary” means any Subsidiary that has been designated by the
Administrator from time to time in its sole discretion as eligible to participate in the Plan.




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




          (j) “Employee” means any individual who is a common law employee of an Employer and is
customarily employed for at least twenty (20) hours per week and more than five (5) months in any
calendar year by the Employer. 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 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.




          (k) “Employer” means any one or all of the Company and its Designated Subsidiaries.




          (l) “Enrollment Date” means the first Trading Day of each Offering Period.




          (m) “Entry Date” means the Enrollment Date or Semi-Annual Entry Date on which an
individual becomes a participant in the Plan.




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




          (o) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) 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 the Common
Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the
date of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable, or;



               (ii) 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 determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable, or;



               (iii) In the absence of an established market for the Common Stock, its Fair Market Value
shall be determined in good faith by the Administrator.



          (p) “Offering Periods” means the successive periods of approximately twenty-four (24)
months, each comprised of one or more successive Purchase Intervals. The duration and timing of
Offering Periods may be changed pursuant to Section 3 of this Plan.




          (q) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.







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          (r) “Plan” means this 2003 Employee Stock Purchase Plan.




          (s) “Purchase Date” means the last Trading Day in January and July of each year. The
first Purchase Date under the Plan shall be January 30, 2004.




          (t) “Purchase Interval” shall mean the approximately six (6) month period running from
the first Trading Day in February of each year through the last Trading Day in July of each year or
from the first Trading Day in August of each year through the last Trading Day in January of the
following year. However, the initial Purchase Interval shall commence on the Enrollment Date of
the first Offering Period and end on the last Trading Day in January 2004.




          (u) “Purchase Price” means, for each participant, an amount equal to eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on (i) the Participant’s Entry
Date into that Offering Period, or (ii) on the Purchase Date, whichever is lower; provided however,
that the Purchase Price may be adjusted by the Administrator pursuant to Section 19.




          (v) “Semi-Annual Entry Date” means the first Trading Day of each Purchase Interval
provided that such Trading Day is not an Enrollment Date.




          (w) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code.




          (x) “Trading Day” means a day on which the U.S. national stock exchanges and the
Nasdaq System are open for trading.





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