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Exhibit 4.06  


 
 

VERSANT CORPORATION
  
    1996 EMPLOYEE STOCK PURCHASE PLAN    
  


        As Adopted May 21, 1996

As Amended June 5, 1997, June 10, 1998, June 10, 1999, June 14, 2001, August 27, 2001 and April 18, 2002 


1.    Establishment of Plan.  


        Versant Corporation (the "Company") proposes to grant options for purchase of the Company's Common Stock to
eligible employees of the Company and its Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this "Plan"). For
purposes of this Plan, "Parent Corporation" and "Subsidiary" (collectively,  "Subsidiaries") shall have the same meanings as "parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code"). The Company intends this Plan to qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes
of Section 423 of the Code shall have the same definition herein. A total of 1,250,000 shares of the Company's Common Stock is reserved for issuance under this Plan. Such number shall be
subject to adjustments effected in accordance with Section 14 of this Plan. 


2.    Purpose.  


        The purpose of this Plan is to provide employees of the Company and Subsidiaries designated by the Board of Directors of the Company (the  "Board") as eligible to participate in this Plan with a convenient means of acquiring an equity interest in the Company through payroll deductions, to
enhance such employees' sense of participation in the affairs of the Company and Subsidiaries, and to provide an incentive for continued employment. 


3.    Administration.  


        This Plan shall be administered by a committee appointed by the Board (the "Committee") consisting of at least two
(2) members of the Board, each of whom is a Disinterested Person as defined in Rule 16b-3(c) of the Securities Exchange Act of 1934 (the "Exchange
Act"). As used in this Plan, references to the "Committee" shall mean either such committee or the Board if no committee has been established. After registration of the Company
under the Exchange Act, Board members who are not Disinterested Persons may not vote on any matters affecting the administration of this Plan, but any such member may be counted for determining the
existence of a quorum at any meeting of the Board. Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of
interpretation or application of this Plan shall be determined by the Board and its decisions shall be final and binding upon all participants. Members of the Board shall receive no compensation for
their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board
committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. 


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4.    Eligibility.  


        Any employee of the Company or the Subsidiaries is eligible to participate in an Offering Period (as hereinafter defined) under this Plan except the following: 



        (a)  employees
who are not employed by the Company or Subsidiaries fifteen days before the beginning of such Offering Period, except that employees who were employed on the
effective date of the registration statement filed by the Company with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933,
as amended (the "Securities Act") registering the initial public offering of the Company's Common Stock is declared effective by the SEC were eligible
to participate in the first Offering Period under the Plan; 


        (b)  employees
who are customarily employed for less than twenty (20) hours per week; 


        (c)  employees
who are customarily employed for less than five (5) months in a calendar year; 


        (d)  employees
who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options
to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries or who, as a result of being
granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or any of its Subsidiaries. 




5.    Offering Dates.  


        As of December 1, 2001, the offering periods of this Plan (each, an "Offering Period") shall be of
twenty-four (24) months duration commencing on June 1 and December 1 of each year and ending on November 30 and May 31 of each year. Each Offering Period
shall consist of four (4) six-month purchase periods (individually, a "Purchase Period") during which payroll deductions of the
participants are accumulated under this Plan. The first business day of each Offering Period is referred to as the "Offering Date". The last business
day of each Purchase Period is referred to as the "Purchase Date". The Board shall have the power to change the duration of Offering Periods or Purchase
Periods with respect to offerings without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period or Purchase
Period to be affected. Prior to December 1, 2001, the offering periods of this Plan were of twenty-four (24) months duration commencing on February 1 and
August 1 of each year and ending on January 31 and July 31 of each year (the "Prior Offering Periods"),  provided, however, that
notwithstanding the foregoing, the first Prior Offering Period commenced on the first business day on which price quotations for
the Company's Common Stock were available on the Nasdaq National Market (the "First Offering Date"). 


6.    Participation in this Plan.  


        Eligible employees may become participants in an Offering Period under this Plan on the first Offering Date after satisfying the eligibility requirements by
delivering a subscription agreement to the Company's Human Resource Department (the "HR Department") not later than the 15th day of the month before
such Offering Date unless a later time for filing the subscription agreement authorizing payroll deductions is set by the Board for all eligible employees with respect to a given Offering Period. An
eligible employee who does not deliver a subscription agreement to the HR Department by such date after becoming eligible to participate in such Offering Period shall not participate in that Offering
Period or any subsequent Offering Period unless such employee enrolls in this Plan by filing a subscription agreement with the HR Department not later than the 15th day of the month preceding a
subsequent Offering Date. Except for any Prior Offering Periods that began before December 1, 2001, once an employee becomes a participant in an Offering Period, such employee will
automatically 


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participate in the Offering Period commencing immediately following the last day of the previous Offering Period unless the employee withdraws or is deemed to withdraw from this Plan or terminates
further participation in the Offering Period as set forth in Section 11 below. Such participant is not required to file any additional subscription agreement in order to continue participation
in this Plan. Employees participating in any Prior Offering Period will not automatically participate in any subsequent Offering Period, and such employee will be required to file a new
subscription agreement in order to participate in any Offering Periods under this Plan that begins on or after December 1, 2001. 


7.    Grant of Option on Enrollment.  


        Enrollment by an eligible employee in this Plan with respect to an Offering Period will constitute the grant (as of the Offering Date) by the Company to such
employee of an option to purchase on the Purchase Date up to that number of shares of Common Stock of the Company determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during such Purchase Period by (b) the lower of (i) eighty-five percent (85%) of the fair market value of a share of the Company's Common Stock on the
Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a share of the Company's Common Stock on the Purchase Date, provided,
however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall not exceed the lesser of (a) the maximum
number of shares set by the Board pursuant to Section 10(c) below with respect to the applicable Offering Period, or (b) the maximum number of shares which may be purchased pursuant to
Section 10(b) below with respect to the applicable Offering Period. The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 8 hereof. 


8.    Purchase Price.  


        The purchase price per share at which a share of Common Stock will be sold in any Offering Period shall be eighty-five percent (85%) of the lesser of: 



        (a)  the
fair market value on the Offering Date; or 


        (b)  the
fair market value on the Purchase Date.




        For
purposes of this Plan, the term "Fair Market Value" means, as of any date, the value of a share of the Company's Common Stock
determined as follows: 



        (a)  if
such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in  The Wall Street Journal; 


        (b)  if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national
securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; 


        (c)  if
such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or 


        (d)  if
none of the foregoing is applicable, by the Board in good faith. 




9.    Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.  



        (a)  The
purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period. The deductions are made as a percentage of the
participant's compensation in one percent (1%) increments not less than two percent (2%), nor greater than 



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ten percent (10%) or such lower limit set by the Committee; with such amounts being calculated in the aggregate by considering all Offering Periods, including any Prior Offering Periods, in which a
participant is participating. Compensation shall mean all W-2 compensation, including, but not limited to base salary, wages, commissions, overtime, shift premiums and bonuses, plus draws
against commissions; provided, however, that for purposes of determining a participant's compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make such election. Payroll deductions shall commence on the first payday
following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in this Plan. 



        (b)  As
of December 1, 2001, a participant may lower or increase the rate of payroll deductions during an Offering Period by filing with the HR Department a new
authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing more than fifteen (15) days after the HR Department's receipt of
the authorization and shall continue for the remainder of the Offering Period unless changed as described below. Under any Prior Offering Period, a participant may only lower (but not increase) the
rate of payroll deductions during such Prior Offering Period by filing with the HR Department a new authorization for payroll deductions, in which case the new rate shall become effective for the next
payroll period commencing more than fifteen (15) days after the HR Department's receipt of the authorization and shall continue for the remainder of such Prior Offering Period unless changed as
described below. Such change in the rate of payroll deductions may be made at any time during an Offering Period or a Prior Offering Period, but not more than one
(1) change may be made effective during any Purchase Period. A participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the HR
Department a new authorization for payroll deductions not later than the 15th day of the month before the beginning of such Offering Period. 


        (c)  All
payroll deductions made for a participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No interest
accrues on the payroll deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions. 


        (d)  On
each Purchase Date, so long as this Plan remains in effect and provided that the participant has not submitted a signed and completed withdrawal form before that date
which notifies the Company that the participant wishes to withdraw from that Offering Period under this Plan in compliance with Section 11 and have all payroll deductions accumulated in the
account maintained on behalf of the participant as of that date returned to the participant, the Company shall apply the funds then in the participant's account to the purchase of whole shares of
Common Stock reserved under the option granted to such participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The purchase price per share
shall be as specified in Section 8 of this Plan. Any cash remaining in a participant's account after such purchase of shares shall be refunded to such participant in cash, without interest. In
the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the participant, without interest. No Common Stock shall be purchased
on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date. 



        (e)  As
promptly as practicable after the Purchase Date, the Company shall arrange the delivery to each participant of a certificate representing the shares purchased upon
exercise of his option. 



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        (f)    During
a participant's lifetime, such participant's option to purchase shares hereunder is exercisable only by him or her. The participant will have no interest or
voting right in shares covered by his or her option until such option has been exercised. Shares to be delivered to a participant under this Plan will be registered in the name of the participant or
in the name of the participant and his or her spouse. 




10.  Limitations on Shares to be Purchased.  



        (a)  No
employee shall be entitled to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock
purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar year in
which the employee participates in this Plan. 


        (b)  No
more than two hundred percent (200%) of the number of shares determined by using eighty-five percent (85%) of the fair market value of a share of the
Company's Common Stock on the Offering Date as the denominator may be purchased by a participant on any single Purchase Date. 


        (c)  No
employee shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than thirty (30) days prior
to the commencement of any Offering Period, the Board may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any single Purchase Date (hereinafter the  "Maximum Share
Amount"). In no event shall the Maximum Share Amount exceed the amounts permitted under Section 10(b) above. If a new Maximum
Share Amount is set, then all participants must be notified of such Maximum Share Amount not less than fifteen (15) days prior to the commencement of the next Offering Period. Once the Maximum
Share Amount is set, it shall continue to apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Board as set forth above. 



        (d)  If
the number of shares to be purchased on a Purchase Date by all employees participating in this Plan exceeds the number of shares then available for issuance under
this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Board shall determine to be equitable. In such
event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant's option to each participant affected thereby. 


        (e)  Any
payroll deductions accumulated in a participant's account which are not used to purchase stock due to the limitations in this Section 10 shall be returned to
the participant as soon as practicable after the end of the applicable Purchase Period, without interest. 




11.  Withdrawal.  



        (a)  Each
participant may withdraw from an Offering Period under this Plan by signing and delivering to the HR Department a written notice to that effect on a form provided
for such purpose. Such withdrawal may be elected at any time at least fifteen (15) days prior to the end of an Offering Period. 



        (b)  Upon
withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn participant, without interest, and his or her interest in this Plan
shall terminate. In the event a participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she
may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by 



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filing a new authorization for payroll deductions in the same manner as set forth above for initial participation in this Plan. 


        (c)  Except
for any Prior Offering Period that began before December 1, 2001, if the purchase price on the first day of any current Offering Period in which a
participant is enrolled is higher than the purchase price on the first day of any subsequent Offering Period, the Company will automatically enroll such participant in the subsequent Offering Period.
A participant does not need to file any forms with the Company to automatically be enrolled in the subsequent Offering Period. A participant in any Prior Offering Period that began before
December 1, 2001 must enroll in a subsequent Offering Period to participate in any Offering Periods other than such Prior Offering Period that began before December 1, 2001. 




12.  Termination of Employment.  


        Termination of a participant's employment for any reason, including retirement, death or the failure of a participant to remain an eligible employee, immediately
terminates his or her participation in this Plan. In such event, the payroll deductions credited to the participant's account will be returned to him or her or, in the case of his or her death, to his
or her legal representative, without interest. For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the
Company in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or statute. 


13.  Return of Payroll Deductions.  


        In the event a participant's interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by
the Board, the Company shall promptly deliver to the participant all payroll deductions credited to such participant's account. No interest shall accrue on the payroll deductions of a participant in
this Plan. 


14.  Capital Changes.  


        Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under this Plan which has not yet
been exercised and the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the  "Reserves"), as well
as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company;  provided, however,
 that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option. 



        In
the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that the options under this Plan shall terminate as of a date fixed by the Board and give each
participant the 


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right to exercise his or her option as to all of the optioned stock, including shares which would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger or consolidation of the Company with or into another corporation, each option under this Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that
the participant shall have the right to exercise the option as to all of the optioned stock. If the Board makes an option exercisable in lieu of assumption or substitution in the event of a merger,
consolidation or sale of assets, the Board shall notify the participant that the option shall be fully exercisable for a period of twenty (20) days from the date of such notice, and the option
will terminate upon the expiration of such period. 


        The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock,
or in the event of the Company being consolidated with or merged into any other corporation. 


15.  Nonassignability.  



        Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under this 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 22 hereof) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be void and without effect. 


16.  Reports.  


        Individual accounts will be maintained for each participant in this Plan. Each participant shall receive promptly after the end of each Purchase Period a report
of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, carried forward to the
next Purchase Period or Offering Period, as the case may be. 


17.  Notice of Disposition.  


        Each participant shall notify the Company if the participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such
disposition occurs within two (2) years from the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased (the "Notice
Period"). Unless such participant is disposing of any of such shares during the Notice Period, such participant shall keep the certificates representing such shares in his or
her name (and not in the name of a nominee) during the Notice Period. The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired
pursuant to this Plan requesting the Company's transfer agent to notify the Company of any transfer of the shares. The obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on the certificates. 



18.  No Rights to Continued Employment.  


        Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to remain in the employ of the Company or any Subsidiary, or
restrict the right of the Company or any Subsidiary to terminate such employee's employment. 


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19.  Equal Rights And Privileges.  


        All eligible employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an "employee stock purchase plan" within
the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor
provision of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 423. This Section 19 shall take
precedence over all other provisions in this Plan. 



20.  Notices.  


        All notices or other communications by a participant to the Company under or in connection with this 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.  Term; Stockholder Approval.  


        After this Plan is adopted by the Board, this Plan will become effective on the date that is the First Offering Date (as defined above). This Plan shall be
approved by the stockholders of the Company, in any manner permitted by applicable corporate law, within twelve (12) months before or after the date this Plan is adopted by the Board. No
purchase of shares pursuant to this Plan shall occur prior to such stockholder approval. This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board (which
termination may be effected by the Board at any time), (b) issuance of all of the shares of Common Stock reserved for issuance under this Plan, or (c) ten (10) years from the
adoption of this Plan by the Board. 


22.  Designation of Beneficiary.  



        (a)  A
participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under this Plan in the
event of such participant's death subsequent to the end of an Purchase Period but prior to delivery to him of such shares and cash. In addition, a participant may file a written designation of
a beneficiary who is to receive any cash from the participant's account under this Plan in the event of such participant's death prior to a Purchase Date. 


        (b)  Such
designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a
beneficiary validly designated under this Plan who is living at the time of such participant's death, the Company shall deliver such shares 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 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. 




23.  Conditions Upon Issuance of Shares; Limitation on Sale of Shares.  


        Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply
with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange or automated quotation system 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. 


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24.  Financial Statements.  


        The Company will provide financial statements to each participant prior to such participant's purchase of shares under this Plan,  provided,
however, the Company will not be required to provide such financial statements to participants whose services in connection with the Company
assure them access to equivalent information. 


25.  Applicable Law.  


        The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of California. 


26.  Amendment or Termination of this Plan.  


        The Board may at any time amend, terminate or extend the term of this Plan, except that any such termination cannot affect options previously granted under this
Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right of any participant, nor may any amendment be made without approval of the
stockholders of the Company obtained in
accordance with Section 21 hereof within twelve (12) months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would: 



        (a)  increase
the number of shares that may be issued under this Plan; or 


        (b)  change
the designation of the employees (or class of employees) eligible for participation in this Plan. 



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VERSANT CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN