**Exhibit 99.21**

**AVOCENTCORPORATION**

**2000 EMPLOYEESTOCK PURCHASE PLAN**

(as amended and restated October 31,2008)

 

The following constitute the provisions of the 2000 Employee StockPurchase Plan of Avocent Corporation.

 

# 1.                                       Purpose.  The purpose of the Plan is to provideemployees of the Company and its Designated Subsidiaries with an opportunity topurchase Common Stock of the Company through accumulated payrolldeductions.  It is the intention of theCompany to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423of the Internal Revenue Code of 1986, as amended.  The provisions of the Plan, accordingly,shall be construed so as to extend and limit participation in a mannerconsistent with the requirements of that section of the Code.

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# 2.                                       Definitions.

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## (a)                                  “ApplicableLaws” shall mean the requirements relating to the administration ofequity-based awards under U.S. state corporate laws, U.S. federal and statesecurities laws, the Code, any stock exchange or quotation system on which the CommonStock is listed or quoted and the applicable laws of any foreign country orjurisdiction where options are, or shall be, granted under the Plan.

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## (b)                                 “Board”shall mean the Board of Directors of the Company or any committee thereofdesignated by the Board of Directors of the Company in accordance with Section 14of the Plan.

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## (c)                                  “Code”shall mean the Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code hereinshall be a reference to any successor or amended section of the Code.

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## (d)                                 “CommonStock” shall mean the common stock of the Company.

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## (e)                                  “Company”shall mean Avocent Corporation.

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## (f)                                    “Compensation”shall mean all base straight time gross earnings, overtime, shift premiums,commissions, any bonus payments, and any other cash compensation.

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## (g)                                 “DesignatedSubsidiary” shall mean any Subsidiary that has been designated by the Boardfrom time to time in its sole discretion as eligible to participate in thePlan.

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## (h)                                 “EligibleEmployee” shall mean any individual who is a common law employee of theCompany or any of its Designated Subsidiaries and is customarily employed forat least twenty (20) hours per week and more than five (5) months in anycalendar year by the Company or such Designated Subsidiary.  For purposes of the Plan, the employmentrelationship shall be treated as continuing intact while the individual is onsick leave or other leave of absence approved by the Company or the DesignatedSubsidiary.  Where the period of leaveexceeds three (3) months and the individual’s right to reemployment is notguaranteed either by statute or by contract, the employment relationship shallbe deemed to have terminated three (3) months and one (1) dayfollowing the commencement of such leave. The Board, in its discretion, from time to time may, prior to anOffering Date for all options to be granted on such Offering Date, determine(on a uniform and nondiscriminatory basis) that the definition of EligibleEmployee shall or shall not include an individual if he or she: (i) hasnot completed at least two (2) years of service since his or her last hiredate (or such lesser period of time as may be determined by the Board in itsdiscretion), (ii) customarily works not more than twenty (20) hours perweek (or such lesser period of time as may be determined by the Board in itsdiscretion), (iii) customarily works not more than five (5) monthsper calendar year (or such lesser period of time as may be determined by theBoard in its 

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## discretion), (iv) isan executive, officer or other manager, or (v) is a highly compensatedemployee under Section 414(q) of the Code.

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## (i)                                     “EnrollmentDate” shall mean the first Trading Day of each Offering Period.

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## (j)                                     “ExerciseDate” shall mean the first Trading Day on or after December 1stand June 1st of each year.

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## (k)                                  “FairMarket Value” shall mean, as of any date, the value of Common Stockdetermined as follows:

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### (i)             Ifthe Common Stock is listed on any established stock exchange or a nationalmarket system, including without limitation the Nasdaq Global Select Market,the Nasdaq Global Market or the Nasdaq Capital Market of the Nasdaq StockMarket, its Fair Market Value shall be the closing sales price for such stock(or the closing bid, if no sales were reported) as quoted on such exchange orsystem on the date of determination, as reported in *The WallStreet Journal* or such other source as the Board deems reliable;

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### (ii)          Ifthe Common Stock is regularly quoted by a recognized securities dealer butselling prices are not reported, its Fair Market Value shall be the mean of theclosing bid and asked prices for the Common Stock on the date of determination,as reported in *The Wall Street Journal* or suchother source as the Board deems reliable;

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### (iii)       Inthe absence of an established market for the Common Stock, the Fair MarketValue thereof shall be determined in good faith by the Board.

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## (l)                                     “NewExercise Date” means a new Exercise Date set by shortening any OfferingPeriod then in progress.

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## (m)                               “OfferingPeriods” shall mean the periods of approximately six (6) months duringwhich an option granted pursuant to the Plan may be exercised, (i) commencingon the first Trading Day on or after June 1st of each year andterminating on the first Trading Day on or following December 1st,approximately six (6) months later, and (ii) commencing on the firstTrading Day on or after December 1st of each year andterminating on the first Trading Day on or following June 1st,approximately six (6) months later; provided, however, that the OfferingPeriod scheduled to commence with the first Trading Day on or after December 1,2008 shall instead commence with the first Trading Day on or after January 1,2009, and will have a duration of approximately five (5) months, ending onthe first Trading Day on or after June 1, 2009.  The duration and timing of Offering Periodsmay be changed pursuant to Sections 4 and 20 of this Plan.

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## (n)                                 “Parent”shall mean a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.

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## (o)                                 “Plan”shall mean this 2000 Employee Stock Purchase Plan.

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## (p)                                 “PurchasePeriod” shall mean the period during an Offering Period in which shares ofCommon Stock may be purchased on a participant’s behalf in accordance with theterms of the Plan.  Unless the Board providesotherwise, the Purchase Period shall have the same duration and coincide withthe length of the Offering Period.

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## (q)                                 “PurchasePrice” shall mean ninety (90%) of the Fair Market Value of a share ofCommon Stock on the Exercise Date; provided, however, that the Purchase Pricemay be determined for subsequent Offering Periods by the Board subject tocompliance with Section 423 of the Code (or any successor rule orprovision) or any other applicable law, regulation or stock exchange rule, orpursuant to Section 20.

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## (r)                                    “Reserves”shall mean the number of shares of Common Stock covered by each option underthe Plan which have not yet been exercised and the number of shares of CommonStock which have been authorized for issuance under the Plan but not yet placedunder option.

 

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## (s)                                  “Subsidiary”shall mean a “subsidiary corporation,” whether now or hereafter existing, asdefined in Section 424(f) of the Code.

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## (t)                                    “TradingDay” shall mean a day on which the national stock exchange upon which theCommon Stock is listed is open for training.

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# 3.                                       Eligibility.

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## (a)                                  Anyindividual who is an Eligible Employee on a given Enrollment Date shall beeligible to participate in the Plan. This Plan shall not confer upon any Eligible Employee any right withrespect to the continuation of his or her employment with the Company or anyDesigned Subsidiary, nor shall it restrict, limit, or interfere in any way withthe right of the Company or any Designated Subsidiary to terminate theemployment relationship of any Eligible Employee at any time, with or withoutcause.

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## (b)                                 Anyprovisions of the Plan to the contrary notwithstanding, no Eligible Employeeshall be granted an option under the Plan (i) to the extent that,immediately after the grant, such Eligible Employee (or any other person whosestock would be attributed to such Eligible Employee pursuant to Section 424(d) ofthe Code) would own capital stock of the Company or any Parent or Subsidiary ofthe Company and/or hold outstanding options to purchase such stock possessingfive percent (5%) or more of the total combined voting power or value of allclasses of the capital stock of the Company or of any Parent or Subsidiary ofthe Company, or (ii) to the extent that his or her rights to purchasestock under all employee stock purchase plans (as defined in Section 423of the Code) of the Company or any Parent or Subsidiary of the Company accruesat a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock(determined at the Fair Market Value of the shares at the time such option isgranted) for each calendar year in which such option is outstanding at anytime, as determined in accordance with Section 423 of the Code and theregulations thereunder.

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# 4.                                       OfferingPeriods.  The Plan shall beimplemented by consecutive Offering Periods with a new Offering Periodcommencing on the first Trading Day on or after June 1st and December 1steach year, or on such other date as the Board shall determine; provided,however, that unless the Board determines otherwise, the Offering Periodscheduled to commence with the first Trading Day on or after December 1,2008 shall instead commence with the first Trading Day on or after January 1,2009, and will have a duration of approximately five (5) months, ending onthe first Trading Day on or after June 1, 2009.  The Board shall have the power to change theduration of Offering Periods (including the commencement dates thereof) withrespect to future offerings without stockholder approval if such change isannounced prior to the scheduled beginning of the first Offering Period to beaffected thereafter.

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# 5.                                       Participation.  An Eligible Employee may become a participantin the Plan only by (i) submitting a subscription agreement authorizingpayroll deductions in a form determined by the Board (which may be similar tothe form attached hereto as Exhibit A) to the Company’s payroll office (orits designee), on or before a date prescribed by the Board prior to anapplicable Enrollment Date, or (ii) following an electronic or otherenrollment procedure prescribed by the Board.

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# 6.                                       PayrollDeductions.

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## (a)                                  Atthe time a participant enrolls in the Plan pursuant to Section 5, he orshe shall elect (i) to have payroll deductions made on each regular payday during the Offering Period in an amount not below one percent (1%) and notexceeding fifteen percent (15%) of the Compensation which he or she receives oneach pay day during the Offering Period and (ii) to have payrolldeductions made from any bonuses received during the Offering Period in anamount not below one percent (1%) and not exceeding fifteen percent (15%) ofthe bonus Compensation which he or she receive on each bonus pay date duringthe Offering Period; provided, however, that should any regular or bonus payday occur on an Exercise Date, a participant shall have the payroll deductionsmade on such day applied to his or her account under the subsequent OfferingPeriod or Purchase Period, as the case may be.

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## (b)                                 Payrolldeductions for a participant shall commence on the first pay day following theEnrollment Date and shall end on the last pay day prior to the Exercise Date ofsuch Offering Period to which such authorization is applicable, unless soonerterminated by the participant as provided in Section 10 hereof.

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## (c)                                  Allpayroll deductions made for a participant shall be credited to his or heraccount under the Plan and shall be withheld in whole percentages only.  A participant may not make any additionalpayments into such account.

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## (d)                                 Aparticipant may discontinue his or her participation in the Plan as provided inSection 10 hereof, or may increase or decrease the rate of his or herpayroll deductions during the Offering Period by (i) properly completingand submitting to the Company’s payroll office (or its designee), on or beforea date prescribed by the Board prior to an applicable Exercise Date, a newsubscription agreement authorizing a change in payroll deduction rate in theform provided by the Board for such purpose (which may include a decrease tozero percent (0%) in payroll deduction rate), or (ii) following anelectronic or other procedure prescribed by the Board; provided, however, thatuntil the Board decides otherwise, a participant may only make one payrolldeduction change during each Offering Period. If a participant has not followed such procedures to change the rate ofpayroll deductions, the rate of his or her payroll deductions shall continue atthe originally elected rate throughout the Offering Period and future OfferingPeriods (unless terminated as provided in Section 10).  The Board may, in its sole discretion, limitthe nature and/or number of payroll deduction rate changes that may be made byparticipants during any Offering Period, and may establish such otherconditions or limitations as it deems appropriate for Plan administration.  Any change in payroll deduction rate madepursuant to this Section 6(d) shall be effective as of the first fullpayroll period following five (5) business days after the change is madeby the participant (unless the Company, in its sole discretion, elects toprocess a given change in payroll deduction rate more quickly).  A participant’s subscription agreement shallremain in effect for successive Offering Periods unless terminated as providedin Section 10 hereof; provided, however, that in the event a participantchanges his or her rate of payroll deductions during an Offering Period to zeropercent (0%) and does not withdraw pursuant to Section 10 prior to thebeginning of the subsequent Offering Period, the participant’s payroll deductions shall recommence for thesubsequent Offering Period at the rate originally elected by the participant asof the beginning of the prior Offering Period.

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## (e)                                  Notwithstandingthe foregoing, to the extent necessary to comply with Section 423(b)(8) ofthe Code and Section 3(b) hereof, a participant’s payroll deductionsmay be decreased to zero percent (0%) at any time during an OfferingPeriod.  Subject to Section 423(b)(8) ofthe Code and Section 3(b) hereof, payroll deductions shall recommenceat the rate originally elected by 

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## theparticipant effective as of the beginning of the first Offering Period which isscheduled to end in the following calendar year, unless terminated by theparticipant as provided in Section 10 hereof.

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## (f)                                    Atthe time the option is exercised, in whole or in part, or at the time some orall of the Company’s Common Stock issued under the Plan is disposed of, theparticipant must make adequate provision for the Company’s (or the employingDesignated Subsidiary’s) federal, state, or any other tax liability payable toany authority, national insurance, social security or other tax withholdingobligations, if any, which arise upon the exercise of the option or thedisposition of the Common Stock.  At anytime, the Company or the employing Designated Subsidiary, as applicable, may,but shall not be obligated to, withhold from the participant’s compensation theamount necessary for the Company or the employing Designated Subsidiary, asapplicable, to meet applicable withholding obligations, including anywithholding required to make available to the Company or the employingDesignated Subsidiary, as applicable, any tax deductions or benefitsattributable to sale or early disposition of Common Stock by the Eligible Employee.

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# 7.                                       Grantof Option.  On the Enrollment Date ofeach Offering Period, each Eligible Employee participating in such OfferingPeriod shall be granted an option to purchase on each Exercise Date during suchOffering Period (at the applicable Purchase Price) up to a number of shares ofthe Company’s Common Stock determined by dividing such Eligible Employee’spayroll deductions accumulated prior to such Exercise Date and retained in theParticipant’s account as of the Exercise Date by the applicable Purchase Price;provided that in no event shall an Eligible Employee be permitted to purchaseduring each Offering Period more than five thousand (5,000) shares of theCompany’s Common Stock (subject to any adjustment pursuant to Section 19),and provided further that such purchase shall be subject to the limitations setforth in Sections 3(b) and 13 hereof. The Board may, for future Offering Periods, increase or decrease, in itsabsolute discretion, the maximum number of shares of the Company’s Common Stockan Employee may purchase during each Offering Period.  Exercise of the option shall occur asprovided in Section 8 hereof, unless the participant has withdrawnpursuant to Section 10 hereof.  Theoption shall expire on the last day of the Offering Period.

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# 8.                                       Exerciseof Option.

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## (a)                                  Unlessa participant withdraws from the Plan as provided in Section 10 hereof,his or her option for the purchase of shares shall be exercised automaticallyon the Exercise Date, and the maximum number of full shares subject to theoption shall be purchased for such participant at the applicable Purchase Pricewith the accumulated payroll deductions in his or her account.  No fractional shares shall be purchased; anypayroll deductions accumulated in a participant’s account which are notsufficient to purchase a full share shall be retained in the participant’saccount for the subsequent Offering Period, subject to earlier withdrawal bythe participant as provided in Section 10 hereof.  Any other monies left over in a participant’saccount after the Exercise Date shall be returned to the participant.  During a participant’s lifetime, aparticipant’s option to purchase shares hereunder is exercisable only by him orher.

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## (b)                                 Ifthe Board determines that, on a given Exercise Date, the number of shares withrespect to which options are to be exercised may exceed (i) the number ofshares of Common Stock that were available for sale under the Plan on theEnrollment Date of the applicable Offering Period, or (ii) the number ofshares available for sale under the Plan on such Exercise Date, the Board mayin its sole discretion (x) provide that the Company shall make a pro rataallocation of the shares of Common Stock available for purchase on suchEnrollment Date or Exercise Date, as applicable, in as uniform a manner asshall be practicable and as it shall determine in its sole discretion to beequitable among all participants exercising options to purchase Common Stock on

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## such ExerciseDate, and continue all Offering Periods then in effect, or (y) providethat the Company shall make a pro rata allocation of the shares available forpurchase on such Enrollment Date or Exercise Date, as applicable, in as uniforma manner as shall be practicable and as it shall determine in its sole discretionto be equitable among all participants exercising options to purchase CommonStock on such Exercise Date, and terminate any or all Offering Periods then ineffect pursuant to Section 20 hereof. The Company may make a pro rata allocation of the shares available onthe Enrollment Date of any applicable Offering Period pursuant to the precedingsentence, notwithstanding any authorization of additional shares for issuanceunder the Plan by the Company’s stockholders subsequent to such EnrollmentDate.

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# 9.                                       Delivery.  As promptly as reasonably practicable aftereach Exercise Date on which a purchase of shares occurs, the Company shallarrange the delivery to each participant the shares purchased upon exercise ofhis or her option in a form determined by the Board (in its sole discretion)and pursuant to rules established by the Board.  The Company may permit or require that sharesbe deposited with a broker designated by the Company or to a designated agentof the Company, and the Company may utilize electronic or automated methods ofshare transfer.  The Company may requirethat shares be retained with such broker or agent for a designated period oftime and/or may establish other procedures to permit tracking of disqualifyingdispositions of such shares.  Noparticipant shall have any voting, dividend, or other stockholder rights withrespect to such shares subject to any option granted under the Plan until suchshares have been purchase and delivered to the participant as provided in this Section 9.

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# 10.                                 Withdrawal.

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## (a)                                  Aparticipant may withdraw all but not less than all the payroll deductionscredited to his or her account and not yet used to exercise his or her optionunder the Plan at any time by (i) submitting to the Company’s payrolloffice (or its designee) a written notice of withdrawal in the form prescribedby the Board for such purpose (which may be similar to the form attached heretoas Exhibit B), or (ii) following an electronic or other withdrawalprocedure prescribed by the Board.  Allof the participant’s payroll deductions credited to his or her account shall bepaid to such participant promptly after receipt of notice of withdrawal andsuch participant’s option for the Offering Period shall be automaticallyterminated, and no further payroll deductions for the purchase of shares shallbe made for such Offering Period.  If aparticipant withdraws from an Offering Period, payroll deductions shall notresume at the beginning of the succeeding Offering Period unless theparticipant re-enrolls in the Plan in accordance with the provisions of Section 5.

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## (b)                                 Aparticipant’s withdrawal from an Offering Period shall not have any effect uponhis or her eligibility to participate in any similar plan which may hereafterbe adopted by the Company or in succeeding Offering Periods which commenceafter the termination of the Offering Period from which the participantwithdraws.

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# 11.                                 Terminationof Employment.

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Upon a participant’s ceasing to be an Eligible Employee, for anyreason, he or she shall be deemed to have elected to withdraw from the Plan andthe payroll deductions credited to such participant’s account during theOffering Period but not yet used to purchase shares under the Plan shall bereturned to such participant or, in the case of his or her death, to the personor persons entitled thereto under Section 15 hereof, and such participant’soption shall be automatically terminated.

 

# 12.                                 Interest.  No interest shall accrue on the payrolldeductions of a participant in the Plan.

 

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# 13.                                 Stock.

 

## (a)                                  Subjectto adjustment upon changes in capitalization of the Company as provided in Section 19hereof, the maximum number of shares of the Company’s Common Stock which shallbe made available for sale under the Plan shall be One and One-Half Million(1,500,000) shares.

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## (b)                                 Untilthe shares are issued (as evidenced by the appropriate entry on the books ofthe Company or of a duly authorized transfer agent of the Company), aparticipant shall only have the rights of an unsecured creditor with respect tosuch shares, and no right to vote or receive dividends or any other rights as astockholder shall exist with respect to such shares.

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## (c)                                  Sharesto be delivered to a participant under the Plan shall be registered in the nameof the participant or in the name of the participant and his or her spouse.

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# 14.                                 Administration.  The Plan shall be administered by the Boardor a committee of members of the Board appointed by the Board, which shall beconstituted to comply with Applicable Laws. The Board or its committee shall have full and exclusive discretionaryauthority to construe, interpret and apply the terms of the Plan, to determineeligibility and to adjudicate all disputed claims filed under the Plan.  Every finding, decision and determinationmade by the Board or its committee shall, to the full extent permitted by law,be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Board orits committee may adopt rules or procedures relating to the operation andadministration of the Plan to accommodate the specific requirements of locallaws and procedures for jurisdictions outside of the United States.  Without limiting the generality of theforegoing, the Board or its committee is specifically authorized to adopt rules andprocedures regarding eligibility to participate, the definition ofCompensation, handling of payroll deductions, making of contributions to thePlan (including, without limitation, in forms other than payroll deductions),establishment of bank or trust accounts to hold payroll deductions, payment ofinterest, conversion of local currency, obligations to pay payroll tax,determination of beneficiary designation requirements, withholding proceduresand handling of stock certificates which vary with local requirements.

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# 15.                                 Designationof Beneficiary.

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## (a)                                  Aparticipant may file a designation of a beneficiary who is to receive anyshares and cash, if any, from the participant’s account under the Plan in theevent of such participant’s death subsequent to an Exercise Date on which theoption is exercised but prior to delivery to such participant of such sharesand cash.  In addition, a participant mayfile a designation of a beneficiary who is to receive any cash from theparticipant’s account under the Plan in the event of such participant’s deathprior to exercise of the option.  If aparticipant is married and the designated beneficiary is not the spouse,spousal consent shall be required for such designation to be effective.

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## (b)                                 Suchdesignation of beneficiary may be changed by the participant at any time bynotice in a form determined by the Board. In the event of the death of a participant and in the absence of abeneficiary validly designated under the Plan who is living at the time of suchparticipant’s death, the Company shall deliver such shares and/or cash to theexecutor or administrator of the estate of the participant, or if no suchexecutor or administrator has been appointed (to the knowledge of the Company),the Company, in its discretion, may deliver such shares and/or cash to thespouse or to any one or more dependents or relatives of the participant, or ifno spouse, dependent or relative is known to the Company, then to such otherperson as the Company may designate.

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## (c)                                  Allbeneficiary designations shall be in such form and manner as the Board maydesignate from time to time.

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

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# 17.                                 Useof Funds.  All payroll deductionsreceived or held by the Company under the Plan may be used by the Company forany corporate purpose, and the Company shall not be obligated to segregate suchpayroll deductions.  Until shares ofCommon Stock are issued, participants shall only have the rights of anunsecured creditor with respect to such shares.

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# 18.                                 Reports.  Individual accounts shall be maintained foreach participant in the Plan.  Statementsof account shall be given to participating Eligible Employees at leastannually, which statements shall set forth the amounts of payroll deductions,the Purchase Price, the number of shares purchased and the remaining cashbalance, if any.

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# 19.                                 AdjustmentsUpon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

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## (a)                                  Changesin Capitalization.  In the event thatany dividend or other distribution (whether in the form of cash, Common Stock,other securities or property), recapitalization, stock split, reverse stocksplit, merger, consolidation, split-up, spin-off, combination, repurchase, orexchange of Common Stock or other securities of the Company, or other change inthe corporate structure of the Company affecting the Common Stock occurs, theBoard, in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan, shall, in such manner asit may deem equitable, adjust the number and class of Common Stock of theReserves, the Purchase Price per share and the number of shares of Common Stockcovered by each option under the Plan which has not yet been exercised, and thenumerical limits of Sections 7 and 13.

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## (b)                                 Dissolutionor Liquidation.  In the event of theproposed dissolution or liquidation of the Company, the Offering Period then inprogress shall be shortened by setting a new Exercise Date (the “New ExerciseDate”), and shall terminate immediately prior to the consummation of suchproposed dissolution or liquidation, unless provided otherwise by theBoard.  The New Exercise Date shall bebefore the date of the Company’s proposed dissolution or liquidation.  The Board shall notify each participant inwriting, at least ten (10) business days prior to the New Exercise Date,that the Exercise Date for the participant’s option has been changed to the NewExercise Date and that the participant’s option shall be exercisedautomatically on the New Exercise Date, unless prior to such date theparticipant has withdrawn from the Offering Period as provided in Section 10hereof.

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## (c)                                  Mergeror Asset Sale.  In the event of aproposed sale of all or substantially all of the assets of the Company, or themerger of the Company with or into another corporation, each outstanding optionshall be assumed or an equivalent option substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporationrefuses to assume or substitute for the option, the Offering Period withrespect to which such option relates shall be shortened by setting a NewExercise Date and shall end on the New Exercise Date.  The New Exercise Date shall occur before thedate of the Company’s proposed sale or merger. The Board shall notify each participant in writing prior to the NewExercise Date that the Exercise Date for the participant’s option has beenchanged to the New Exercise Date, and that the participant’s 

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## option shallbe exercised automatically on the New Exercise Date, unless prior to such datethe participant has withdrawn from the Offering Period as provided in Section 10hereof.

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# 20.                                 Amendment orTermination.

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## (a)                                  The Board ofDirectors of the Company, in its sole discretion, may amend, suspend, orterminate the Plan, or any part thereof, at any time and for any reason.  If the Plan is terminated, the Board, in itssole discretion, may elect to terminate all outstanding Offering Periods eitherimmediately or upon completion of the purchase of shares of Common Stock on thenext Exercise Date (which may be sooner than originally scheduled, ifdetermined by the Board in its discretion), or may elect to permit OfferingPeriods to expire in accordance with their terms (and subject to any adjustmentpursuant to Section 19).  If theOffering Periods are terminated prior to expiration, all amounts then creditedto participants’ accounts which have not been used to purchase shares of CommonStock shall be returned to the participants (without interest thereon, exceptas otherwise required under local laws) as soon as administrativelypracticable.

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## (b)                                 Withoutstockholder consent and without limiting Section 20(a), the Board (or itscommittee) shall be entitled to change the Offering Periods, limit thefrequency and/or number of changes in the amount withheld during an OfferingPeriod, establish the exchange ratio applicable to amounts withheld in acurrency other than U.S. dollars, permit payroll withholding in excess of theamount designated by a participant in order to adjust for delays or mistakes inthe Company’s processing of properly completed withholding elections, establishreasonable waiting and adjustment periods and/or accounting and creditingprocedures to ensure that amounts applied toward the purchase of Common Stockfor each participant properly correspond with amounts withheld from theparticipant’s Compensation, and establish such other limitations or proceduresas the Board (or its committee) determines in its sole discretion advisablewhich are consistent with the Plan.

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## (c)                                  Inthe event the Board determines that the ongoing operation of the Plan mayresult in unfavorable financial accounting consequences, the Board may, in itsdiscretion and, to the extent necessary or desirable, modify, amend orterminate the Plan to reduce or eliminate such accounting consequenceincluding, but not limited to:

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### (i)             amendingthe Plan to conform with the safe harbor definition under Statement ofFinancial Accounting Standards 123(R), including with respect to an OfferingPeriod underway at the time;

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### (ii)          alteringthe Purchase Price for any Offering Period including an Offering Periodunderway at the time of the change in Purchase Price;

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### (iii)       shorteningany Offering Period by setting a New Exercise Date, including an OfferingPeriod underway at the time of the Board action;

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### (iv)      reducingthe maximum percentage of Compensation a participant may elect to set aside aspayroll reductions; and

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### (v)         reducingthe maximum number of shares a participant may purchase during any OfferingPeriod or Purchase Period.

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

 

# 21.                                 Notices.  All notices or other communications by aparticipant to the Company under or in connection with the Plan shall be deemedto have been duly given when received in the form and manner specified by theCompany at the location, or by the person, designated by the Company for thereceipt thereof.

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# 22.                                 ConditionsUpon Issuance of Shares.  Sharesshall not be issued with respect to an option unless the exercise of suchoption and the issuance and delivery of such shares pursuant 

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# thereto shallcomply with all applicable provisions of law, domestic or foreign, including,without limitation, the Securities Act of 1933, as amended, the SecuritiesExchange Act of 1934, as amended, the rules and regulations promulgatedthereunder, and the requirements of any stock exchange upon which the sharesmay then be listed, and shall be further subject to the approval of counsel forthe Company with respect to such compliance.

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# As a condition to the exercise of an option, the Company may requirethe person exercising such option to represent and warrant at the time of anysuch exercise that the shares are being purchased only for investment andwithout any present intention to sell or distribute such shares if, in theopinion of counsel for the Company, such a representation is required by any ofthe aforementioned applicable provisions of law.

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# 23.                                 Termof Plan.  The Plan shall becomeeffective upon the earlier to occur of its adoption by the Board of Directorsor its approval by the stockholders of the Company.  It shall continue in effect for a term of ten(10) years unless sooner terminated under Section 20 hereof.

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