EX-10.1



 






Exhibit 10.1




GARTNER, INC.




2002 EMPLOYEE STOCK PURCHASE PLAN




As Amended and Restated Effective June 1, 2005



     The following constitute the provisions of the 2002 Employee Stock Purchase Plan of Gartner,
Inc.




	 	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 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 manner consistent with
the requirements of that section of the Code.




	 	2.  	DEFINITIONS.






	 	(a)  	“Administrator” shall mean the Board or the committee of the Board appointed to
administer the plan pursuant to Section 13 hereof.
	 
	 	(b)  	“Board” shall mean the Board of Directors of the Company.
	 
	 	(c)  	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	(d)  	“Common Stock” shall mean the Class A Common Stock, par value $.0005, of the
Company.
	 
	 	(e)  	“Company” shall mean Gartner, Inc.
	 
	 	(f)  	“Compensation” shall mean all base straight time gross earnings, payments for
overtime, shift premium, incentive compensation, incentive payments, bonuses, and
commissions.
	 
	 	(g)  	“Designated Subsidiaries” shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
	 
	 	(h)  	“Employee” shall mean any individual who is an employee of the Company for
purposes of tax withholding under the Code whose customary employment with the Company
or any Designated Subsidiary is at least twenty (20) hours per week. 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 will be deemed to have terminated on the 91st
day of such leave.






	 	(i)  	“Enrollment Date” shall mean the first day of each Offering Period.
	 
	 	(j)  	“Exercise Date” shall mean the last day of each Offering Period.
	 
	 	(k)  	“Fair Market Value” shall mean, as of any date, the value of Common Stock
determined as follows:






	 	(1)  	If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation (“NASDAQ”) System, 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 system or exchange (or the exchange with the greatest volume of
trading in Common Stock) on the date of such determination (or, if not a market
trading day, then the last market trading day prior to the date of
determination), as reported in The Wall Street Journal or such other source as
the Board deems reliable; or
	 
	 	(2)  	If the Common Stock is quoted on the NASDAQ system (but not on
the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common
Stock on the date of such determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or
	 
	 	(3)  	In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.






	 	(l)  	“Offering Period” shall mean a period of approximately six (6) months,
commencing on the first Trading Day on or after June 1 and terminating on the last
Trading Day in the period ending the following November 30, or commencing on the first
Trading Day on or after December 1 and terminating on the last Trading Day in the
period ending the following May 31, during which options granted pursuant to the Plan
may be exercised. The duration, commencement and termination of Offering Periods may
be changed pursuant to Section 4 of this Plan.
	 
	 	(m)  	“Participant” shall mean an Employee who elects to participate in the Plan
during the applicable Offering Period.




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	 	(n)  	“Plan” shall mean this 2002 Employee Stock Purchase Plan, as amended and
restated herein.
	 
	 	(o)  	“Purchase Price” shall mean an amount equal to 95% of the Fair Market Value of
a share of Common Stock on the Exercise Date.
	 
	 	(p)  	“Reserves” shall mean the number of shares of Common Stock covered by each
option under the Plan which have not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under the Plan but not yet placed
under option.
	 
	 	(q)  	“Subsidiary” shall mean a corporation, domestic or foreign, of which not less
than 50% of the voting shares are held by the Company or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the Company or a
Subsidiary.
	 
	 	(r)  	“Trading Day” shall mean a day on which national stock exchanges and the NASDAQ
System are open for trading.






	 	3.  	ELIGIBILITY.






	 	(a)  	Any Employee who shall be employed by the Company on a given Enrollment Date
shall be eligible to participate in the Plan.
	 
	 	(b)  	Any provisions of the Plan to the contrary notwithstanding, no Employee shall
be granted an option under the Plan (i) to the extent, 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 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 Subsidiary, or (ii) to the extent his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries to accrue
at 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 is granted)
for each calendar year in which such option is outstanding at any time, as same shall
automatically be adjusted if this dollar amount set forth in the Code is adjusted.






	 	4.  	OFFERING PERIODS.





     The Plan shall be implemented by consecutive Offering Periods with a new Offering Period
commencing on the first Trading Day on or after June 1 and December 1 each year, or on such other
dates as the Administrator shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof. The Administrator shall have the power: (i) to change the
duration, commencement and termination of Offering Periods and/or Purchase Periods with respect to
future offerings without stockholder approval if such change is announced at least ten



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(10) days prior to the scheduled beginning of the first Offering Period or Purchase Period to
be effective thereafter, and (ii) to implement overlapping Offering Periods.




	 	5.  	PARTICIPATION.






	 	(a)  	An eligible Employee may become a Participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form maintained by the
Company from time to time and filing it with the Company’s HR department prior to the
applicable Enrollment Date.
	 
	 	(b)  	Payroll deductions for a Participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll in the Offering Period
to which such authorization is applicable, unless sooner terminated by the Participant
as provided in Section 10 hereof.






	 	6.  	PAYROLL DEDUCTIONS.






	 	(a)  	At the time a Participant files his or her subscription agreement, he or she
shall elect to have payroll deductions made on each pay day during the Offering Period
in an amount not less than one percent (1%) and not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering Period, and
the aggregate of such payroll deductions during the Offering Period shall not exceed
ten percent (10%) of the Participant’s Compensation during said Offering Period.
	 
	 	(b)  	All payroll deductions made for a Participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages only. A Participant
may not make any additional payments into such account.
	 
	 	(c)  	A Participant may discontinue his or her participation in the Plan as provided
in Section 10 hereof, or may increase or decrease the rate of his or her payroll
deductions during the Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate. A Participant
may not change his or her payroll deduction rate, either by increasing or decreasing
such rate, more than once during an Offering Period. The Administrator may, in its
discretion, adjust the number of participation rate changes permitted during any
Offering Period. The change in rate shall be effective with the first full payroll
period following ten (10) business days after the Company’s receipt of the new
subscription agreement unless the Company elects to process a given change in
participation more quickly. A Participant’s subscription agreement shall remain in
effect for successive Offering Periods unless terminated as provided in Section 10
hereof.
	 
	 	(d)  	Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code as the same may be amended and Section 3(b) hereof, a
Participant’s payroll deductions may be decreased to 0% at such time during any




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	 	   	Offering Period which is scheduled to end during the current calendar year (the
“Current Period”) that the aggregate of all payroll deductions that were previously
used to purchase stock under the Plan in a prior Offering Period which ended during
that calendar year plus all payroll deductions accumulated with respect to the
Current Period equal $23,750, as the same shall automatically be adjusted if the
dollar amount set forth in the Code is adjusted. Payroll deductions shall recommence
at the rate provided in such Participant’s subscription agreement at the beginning
of the first Offering Period that is scheduled to end in the following calendar
year, unless terminated by the Participant as provided in Section 10 hereof.
	 
	 	(e)  	At the time the option 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, which arise upon the exercise of the option or the
disposition of the Common Stock. At any time, the Company may, but will 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 sale or
early disposition of the Common Stock by the Employee.






	 	7.  	GRANT OF OPTION.





     On the Enrollment Date of each Offering Period, each eligible Employee participating in such
Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period
(at the applicable Purchase Price) up to a number of shares of the Company’s Common Stock
determined by dividing such Employee’s payroll deductions accumulated prior to such Exercise Date
and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price;
provided that in no event shall an Employee be permitted to purchase during each Offering Period
more than a number of Shares determined by dividing $12,500, as the same shall be automatically
adjusted upon any adjustments in the dollar amount set forth in the Code, by the Fair Market Value
of a share of the Company’s Common Stock on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of
the option shall occur as provided in Section 8 hereof, unless the Participant has withdrawn
pursuant to Section 10 hereof, and shall expire on the last day of the Offering Period.




	 	8.  	EXERCISE OF OPTION.





     Unless a Participant withdraws from the Plan as provided in Section 10 hereof, his or her
option for the purchase of shares will be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to the option shall be purchased for such Participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares will 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



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account for the subsequent Offering Period, subject to earlier withdrawal by the Participant
as provided in Section 10 hereof. Any other monies left over in a Participant’s account after the
Exercise Date shall be returned to the Participant. During a Participant’s lifetime, a
Participant’s option to purchase shares hereunder is exercisable only by him or her.




	 	9.  	DELIVERY.





     As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the
Company shall have the shares purchased upon the exercise of the option listed in street name with
a brokerage company of the Company’s choice (the “Broker of Deposit”).




	 	10.  	WITHDRAWAL; TERMINATION OF EMPLOYMENT.






	 	(a)  	A Participant may withdraw all the payroll deductions credited to his or her
account and not yet used to exercise his or her option under the Plan at any time prior
to the 15th day before the end of an Offering Period by giving written notice to the
Company in the form maintained by the Company from time to time. All of the
Participant’s payroll deductions credited to his or her account will be paid to such
Participant promptly after receipt of notice of withdrawal without interest and such
Participant’s option for the Offering Period will be automatically terminated, and no
further payroll deductions for the purchase of shares will be made for such Offering
Period. If a Participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the Participant
delivers to the Company a new subscription agreement. A Participant may not make a
partial withdrawal of payroll deductions.
	 
	 	(b)  	Upon a Participant’s ceasing to be an Employee (as defined in Section 2(h)
hereof), for any reason, including by virtue of him or her having failed to remain an
Employee of the Company for at least twenty (20) hours per week during an Offering
Period in which the Employee is a Participant, he or she will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to such Participant’s
account during the Offering Period but not yet used to exercise the option will be
returned to such Participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 14 hereof, and such Participant’s option will be
automatically terminated.






	 	11.  	INTEREST.





     No interest shall accrue on the payroll deductions of a Participant in the Plan.




	 	12.  	STOCK.






	 	(a)  	The maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 4,000,000 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Section 18




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	 	 	hereof. If on a given Exercise Date the number of shares with respect to which
options are to be exercised exceeds the number of shares then available under the
Plan, the Company shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.






	 	(b)  	The Participant will have no interest or voting right in shares covered by his
or her option until such option has been exercised.
	 
	 	(c)  	Shares to be delivered to a Participant under the Plan will be registered in
the name of the Participant or in the name of the Participant and his or her spouse as
specified in the Participant’s subscription agreement.






	 	13.  	ADMINISTRATION.






	 	(a)  	Administrative Body. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Administrator 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. Members of the
Board who are eligible Employees are permitted to participate in the Plan, provided
that:






	 	(1)  	Members of the Board who are eligible to participate in the
Plan may not vote on any matter affecting the administration of the Plan or the
grant of any option pursuant to the Plan.
	 
	 	(2)  	If a committee is established to be the Administrator of the
Plan, no member of the Board who is eligible to participate in the Plan may be
a member of the committee.






	 	(b)  	Rule 16b-3 Limitations and Listing Standards. Notwithstanding the
provisions of Subsection (a) of this Section 13, in the event that Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any successor provision (“Rule 16b-3”), or the listing standards of any stock
exchange or national market system on which the Company’s securities may be listed (the
“Listing Standards”), provide specific requirements for the administrators of plans of
this type, the Plan shall be only administered by such a body and in such a manner as
shall comply with the applicable requirements of Rule 16b-3 and the Listing Standards.
Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan
shall be afforded to any committee whose members are not “non-employee directors” as
that term is used in Rule 16b-3.






	 	14.  	DESIGNATION OF BENEFICIARY.




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	 	(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 the Plan in the event
of such Participant’s death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such Participant of such 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 the Plan in the event of such
Participant’s death prior to exercise of the option. 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)  	The Participant may change such designation of beneficiary 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 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.






	 	15.  	TRANSFERABILITY.





     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 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 hereof) 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 funds from an Offering Period in accordance with Section 10 hereof.




	 	16.  	USE OF FUNDS.





     The Company may use all payroll deductions received or held by the Company under the Plan for
any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.




	 	17.  	REPORTS.





     Individual accounts will be maintained for each Participant in the Plan. Statements of account
will be given to participating Employees at least annually, which statements will set forth the
amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.




	 	18.  	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.




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	 	(a)  	Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves as well as the price per share of Common
Stock covered by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease
in the number of shares of Common Stock effected without receipt of 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 Administrator, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance 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.
	 
	 	(b)  	Dissolution or Liquidation. 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.
	 
	 	(c)  	Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or
into another corporation, each option under the 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, to shorten the Offering
Period(s) then in progress by setting a new Exercise Date (the “New Exercise Date”) or
to cancel each outstanding right to purchase and refund all sums collected from
Participants during the Offering Period(s) then in progress. If the Board shortens the
Offering Period(s) then in progress in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify each Participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise Date for
his or her option has been changed to the New Exercise Date and that his or her option
will be exercised automatically on the New Exercise Date, unless prior to such date he
or she has withdrawn from the Offering Period(s) as provided in Section 10 hereof. For
purposes of this paragraph, an option granted under the Plan shall be deemed to be
assumed if, following the sale of assets or merger, the option confers the right to
purchase, for each share of option stock subject to the option immediately prior to the
sale of assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if such
holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided, however,
that if such consideration received in the sale of assets or merger was not solely
common stock of the successor corporation or its parent (as




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	 	   	defined in Section 424(e) of the Code), the Board may, with the consent of the
successor corporation and the Participant, provide for the consideration to be
received upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share consideration
received by holders of Common Stock upon the sale of assets or merger.
	 
	 	   	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 the Company effects one or more
reorganizations, recapitalization, rights offerings or other increases or reductions
of shares of its outstanding Common Stock, and in the event of the Company being
consolidated with or merged into any other corporation.






	 	19.  	AMENDMENT OR TERMINATION.






	 	(a)  	The Board may at any time and for any reason terminate or amend the Plan.
Except as provided in Section 18 hereof, no such termination can affect options
previously granted, provided that an Offering Period may be terminated by the Board on
any Exercise Date if the Board determines that the termination of the Plan is in the
best interests of the Company and its stockholders. Except as provided in Section 18
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any Participant. To the extent necessary to comply with
Rule 16b-3 or Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), or the Listing Standards, 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 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.




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	 	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 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 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 an option, the Company may require the person exercising
such option 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 amendment and restatement of the Plan set forth herein shall become effective on June 1,
2005. The Plan shall continue in effect for a term of ten (10) years from its original effective
date of February 1, 2002 unless sooner terminated under Section 19 hereof.




	 	23.  	ADDITIONAL RESTRICTIONS OF RULE 16b-3.





     The terms and conditions of options granted hereunder to, and the purchase of shares by,
persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the shares
issued upon exercise thereof shall be subject to, such additional conditions and restrictions as
may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange
Act with respect to Plan transactions.




	 	24.  	RULES FOR FOREIGN JURISDICTIONS.






	 	(a)  	The Administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate differences in local law, tax policy or
custom. Without limiting the generality of the foregoing, rules and procedures may be
adopted regarding handling of payroll deductions, payment of interest, conversion of
local currency, payroll tax, withholding procedures and handling of stock certificates
that vary depending on location.




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	 	(b)  	The Administrator may approve such supplements to, or amendments, restatements
or alternative versions of this Plan as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom, without affecting the terms
of this Plan as in effect for any other purpose, (including supplements, amendments,
restatements and alternative versions designed to be outside the scope of Section 423
of the Code), provided that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the terms
of this Plan, as then in effect, unless the Plan could have been amended to eliminate
such inconsistency without further approval by the stockholders of the Company.






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