Exhibit 10.25






Exhibit 10.25




SYNAPTICS INCORPORATED




2010 EMPLOYEE STOCK PURCHASE PLAN



1. Purpose. The purpose of the Plan is to provide incentive for present and future employees
of the Company and any Designated Subsidiary to acquire a proprietary interest (or increase an
existing proprietary interest) in the Company through the purchase of Common Stock. It is the
Company’s intention that the Plan qualify as an “employee stock purchase plan” under Section 423 of
the Code. Accordingly, the provisions of the Plan shall be administered, interpreted and construed
in a manner consistent with the requirements of that section of the Code.



2. Definitions.



(a) “Applicable Percentage” means the percentage specified in Section 8, subject to adjustment
by the Committee as provided in Section 8.



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



(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder, and successor provisions and regulations thereto.



(d) “Committee” means the committee appointed by the Board to administer the Plan as described
in Section 13 of the Plan or, if no such Committee is appointed, the Board.



(e) “Common Stock” means the Company’s common stock, par value $.001 per share.



(f) “Company” means Synaptics Incorporated, a Delaware corporation.



(g) “Compensation” means, with respect to each Participant for each pay period, the full base
salary and overtime paid to such Participant by the Company or a Designated Subsidiary. Except as
otherwise determined by the Committee, “Compensation” does not include: (i) bonuses or commissions;
(ii) any amounts contributed by the Company or a Designated Subsidiary to any pension plan; (iii)
any automobile or relocation allowances (or reimbursement for any such expenses); (iv) any amounts
paid as a starting bonus or finder’s fee; (v) any amounts realized from the exercise of any stock
options or incentive awards; (vi) any amounts paid by the Company or a Designated Subsidiary for
other fringe benefits, such as health and welfare, hospitalization and group life insurance
benefits, or perquisites, or paid in lieu of such benefits, or; (vii) other similar forms of
extraordinary compensation.



(h) “Continuous Status as an Employee” means the absence of any interruption or termination of
service as an Employee. Continuous Status as an Employee shall not be considered interrupted in
the case of a leave of absence agreed to in writing by the Company or the Designated Subsidiary
that employs the Employee, provided that such leave is for a period of not more than 90 days or
reemployment upon the expiration of such leave is guaranteed by contract or statute.



(i) “Designated Subsidiaries” means the Subsidiaries that have been designated by the Board
from time to time in its sole discretion as eligible to participate in the Plan.



(j) “Employee” means any person, including an Officer, whose customary employment with the
Company or one of its Designated Subsidiaries is at least twenty (20) hours per week and more than
five (5) months in any calendar year.



(k) “Entry Date” means the first day of each Exercise Period.



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



(m) “Exercise Date” means the last Trading Day ending on or before the May 15 or November 15,
as applicable, immediately following the First Offering Date, and the last Trading Day ending on or
before each May 15 and November 15 thereafter.


 


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(n) “Exercise Period” means, for any Offering Period, each period commencing on the Offering
Date and on the day after each Exercise Date, and terminating on the immediately following Exercise
Date.



(o) “Exercise Price” means the price per share of Common Stock offered in a given Offering
Period determined as provided in Section 8.



(p) “Fair Market Value” means, with respect to a share of Common Stock, the Fair Market Value
as determined under Section 7(b).



(q) “First Offering Date” means January 1, 2011; provided, however, that if the offering
period under the Company’s 2001 Employee Stock Purchase Plan, as amended (the “Prior Plan”) ends
prior to December 31, 2010, the First Offering Date shall mean the January 1 or July 1, as
applicable, immediately following the end of the offering period under the Prior Plan.



(r) “Offering Date” means the first Trading Day of each Offering Period; provided, that in the
case of an individual who becomes eligible to become a Participant under Section 3 after the first
Trading Day of an Offering Period, the term “Offering Date” shall mean the first Trading Day of the
Exercise Period coinciding with or next succeeding the day on which that individual becomes
eligible to become a Participant. Options granted after the first day of an Offering Period will
be subject to the same terms as the options granted on the first Trading Day of such Offering
Period except that they will have a different grant date (thus, potentially, a different exercise
price) and, because they expire at the same time as the options granted on the first Trading Day of
such Offering Period, a shorter term.



(s) “Offering Period” means, subject to adjustment as provided in Section 4, (i) with respect
to the first Offering Period, the period beginning on the First Offering Date and ending on May 15
or November 15, as applicable, which is 22 1/2 months thereafter, and (ii) with respect to each
Offering Period thereafter, the period beginning on May 16 or November 16, as applicable,
immediately following the end of the previous Offering Period and ending on May 15 or November 15,
as applicable, which is 24 months thereafter.



(t) “Officer” means a person who is an officer of the Company within the meaning of Section 16
under the Exchange Act and the rules and regulations promulgated thereunder.



(u) “Participant” means an Employee who has elected to participate in the Plan by filing an
enrollment agreement with the Company as provided in Section 5 of the Plan.



(v) “Plan” shall mean this 2010 Employee Stock Purchase Plan.



(w) “Plan Contributions” means, with respect to each Participant, the after-tax payroll
deductions withheld from the Compensation of the Participant and contributed to the Plan for the
Participant as provided in Section 6 of the Plan and any other amounts contributed to the Plan for
the Participant in accordance with the terms of the Plan.



(x) “Subsidiary” shall mean any corporation, domestic or foreign, of which the Company owns,
directly or indirectly, 50% or more of the total combined voting power of all classes of stock, and
that otherwise qualifies as a “subsidiary corporation” within the meaning of Section 424(f) of the
Code.



(y) “Trading Day” shall mean a day on which the national stock exchanges and the Nasdaq system
are open for trading.



3. Eligibility.



(a) Any Employee who has completed at least three (3) months of employment with the Company or
any Designated Subsidiary and who is an Employee as of the Offering Date of a given Offering Period
shall be eligible to become a Participant as of any Entry Date within that Offering Period under
the Plan, subject to
the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code;
provided, however, that any Employee who is an Employee as of the First Offering Date shall be
eligible to become a Participant as of such First Offering Date.


 


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(b) Notwithstanding any provision of the Plan to the contrary, no Participant shall be granted
an option under the Plan (i) to the extent that if, 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 stock and/or hold outstanding options to purchase stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its Subsidiaries intended to qualify under Section
423 of the Code to accrue at a rate which exceeds $25,000 of fair market value of stock (determined
at the time such option is granted) for each calendar year in which such option is outstanding at
any time.



4. Offering Periods. The Plan shall generally be implemented by a series of Offering Periods.
The first Offering Period shall commence on the First Offering Date and end on May 15 or November
15, as applicable, which is 22 1/2 months thereafter, and succeeding Offering Periods shall
commence on May 16 or November 16, as applicable, immediately following the end of the previous
Offering Period and end on May 15 or November 15, as applicable, which is 24 months thereafter.
If, however, the Fair Market Value of a share of Common Stock on any Exercise Date (except the
final scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a
share of Common Stock on the Offering Date, then the Offering Period in progress shall end
immediately following the close of trading on such Exercise Date, and a new Offering Period shall
begin on the next subsequent May 16 or November 16, as applicable, and shall extend for a 24 month
period ending on November 15 or May 15, as applicable. Subsequent Offering Periods shall commence
on the May 16 or November 16, as applicable, immediately following the end of the previous Offering
Period and shall extend for a 24 month period ending on November 15 or May 15, as applicable. The
Committee shall have the power to make other changes to the duration and/or the frequency of
Offering Periods with respect to future offerings if such change is announced at least five (5)
days prior to the scheduled beginning of the first Offering Period to be affected and the Offering
Period does not exceed 24 months.



5. Election to Participate.



(a) An eligible Employee may elect to participate in the Plan commencing on any Entry Date by
completing an enrollment agreement on the form provided by the Company and filing the enrollment
agreement with the Company on or prior to such Entry Date, unless a later time for filing the
enrollment agreement is set by the Committee for all eligible Employees with respect to a given
offering. The enrollment agreement shall set forth the percentage of the Participant’s
Compensation that is to be withheld by payroll deduction pursuant to the Plan.



(b) Except as otherwise determined by the Committee under rules applicable to all
Participants, payroll deductions for a Participant shall commence on the first payroll date
following the Entry Date on which the Participant elects to participate in accordance with Section
5(a) and shall end on the last payroll date in the Offering Period, unless sooner terminated by the
Participant as provided in Section 11.



(c) Unless a Participant elects otherwise prior to the last Exercise Date of an Offering
Period, including the last Exercise Date prior to termination in the case of an Offering Period
terminated by operation of the rule contained in Section 4 hereof, such Participant shall be deemed
(i) to have elected to participate in the immediately succeeding Offering Period (and, for purposes
of such Offering Period such Participant’s “Entry Date” shall be deemed to be the first day of such
Offering Period) and (ii) to have authorized the same payroll deduction for such immediately
succeeding Offering Period as was in effect for such Participant immediately prior to the
commencement of such succeeding Offering Period.



6. Participant Contributions.



(a) Except as otherwise authorized by the Committee pursuant to Section 6(d) below, all
Participant contributions to the Plan shall be made only by payroll deductions. At the time a
Participant files the enrollment agreement with respect to an Offering Period, the Participant may
authorize payroll deductions to be made on each payroll date during the portion of the Offering
Period that he or she is a Participant in an amount not less than 1% and not more than 15% of the
Participant’s Compensation on each payroll date during the portion of
the Offering Period that he or she is a Participant (or subsequent Offering Periods as
provided in Section 5(c)). The amount of payroll deductions shall be a whole percentage (i.e., 1%,
2%, 3%, etc.) of the Participant’s Compensation.


 


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(b) A Participant may discontinue his or her participation in the Plan as provided in Section
11, or may decrease or increase the rate or amount of his or her payroll deductions during such
Offering Period (within the limitations of Section 6(a) above) by completing and filing with the
Company a new enrollment agreement authorizing a change in the rate or amount of payroll
deductions; provided, that a Participant may not change the rate or amount of his or her payroll
deductions more than once in any Exercise Period. The change in rate or amount shall be effective
with the first full payroll period following ten (10) business days after the Company’s receipt of
the new enrollment agreement.



(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, a Participant’s payroll deductions may be decreased to 0% at such
time during any Exercise Period which is scheduled to end during the current calendar year that the
aggregate of all payroll deductions accumulated with respect to such Exercise Period and any other
Exercise Period ending within the same calendar year are equal to the product of $25,000 multiplied
by the Applicable Percentage for the calendar year. Payroll deductions shall recommence at the
rate provided in the Participant’s enrollment agreement at the beginning of the following Exercise
Period which is scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 11.



(d) Notwithstanding anything to the contrary in the foregoing, but subject to the limitations
set forth in Section 3(b), the Committee may permit Participants to make after-tax contributions to
the Plan at such times and subject to such terms and conditions as the Committee may in its
discretion determine. All such additional contributions shall be made in a manner consistent with
the provisions of Section 423 of the Code or any successor thereto, and shall be held in
Participants’ accounts and applied to the purchase of shares of Common Stock pursuant to options
granted under this Plan in the same manner as payroll deductions contributed to the Plan as
provided above.



(e) All Plan Contributions made for a Participant shall be deposited in the Company’s general
corporate account and shall be credited to the Participant’s account under the Plan. No interest
shall accrue or be credited with respect to a Participant’s Plan Contributions. All Plan
Contributions 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 or otherwise set apart such Plan Contributions
from any other corporate funds.



7. Grant of Option.



(a) On a Participant’s Entry Date, subject to the limitations set forth in Sections 3(b) and
12(a), the Participant shall be granted an option to purchase on each subsequent Exercise Date
during the Offering Period in which such Entry Date occurs (at the Exercise Price determined as
provided in Section 8 below) up to a number of shares of Common Stock determined by dividing such
Participant’s Plan Contributions accumulated prior to such Exercise Date and retained in the
Participant’s account as of such Exercise Date by the Exercise Price; provided, that the maximum
number of shares an Employee may purchase during any Exercise Period shall be Six Hundred Fifty
(650) shares. The Fair Market Value of a share of Common Stock shall be determined as provided in
Section 7(b).



(b) The Fair Market Value of a share of Common Stock on a given date shall be determined by
the Committee in its discretion; provided, that if there is a public market for the Common Stock,
the Fair Market Value per share shall be either (i) the closing price of the Common Stock on such
date (or, in the event that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported by the National Association of Securities Dealers Automated
Quotation (Nasdaq) National Market System, (ii) if such price is not reported, the average of the
bid and asked prices for the Common Stock on such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date), as reported by Nasdaq, (iii)
in the event the Common Stock is listed on a stock exchange, the closing price of the Common Stock
on such exchange on such date (or, in the event that the Common Stock is not traded on such date,
on the immediately preceding trading date), as reported in The Wall Street Journal, or (iv) if no
such quotations are available for a date within a reasonable time prior to the valuation date, the
value of the Common Stock as determined by the Committee using any reasonable means.


 


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8. Exercise Price. The Exercise Price per share of Common Stock offered to each Participant
in a given Offering Period shall be the lower of: (i) the Applicable Percentage of the greater of
(A) the Fair Market Value of a share of Common Stock on the Offering Date or (B) the Fair Market
Value of a share of Common Stock on the Entry Date on which the Employee elects to become a
Participant within the Offering Period or (ii) the Applicable Percentage of the Fair Market Value
of a share of Common Stock on the Exercise Date. The Applicable Percentage with respect to each
Offering Period shall be 85%, unless and until such Applicable Percentage is increased by the
Committee, in its sole discretion, provided that any such increase in the Applicable Percentage
with respect to a given Offering Period must be established not less than fifteen (15) days prior
to the Offering Date thereof.



9. Exercise of Options. Unless the Participant withdraws from the Plan as provided in Section
11, the Participant’s option for the purchase of shares will be exercised automatically on each
Exercise Date, and the maximum number of full shares subject to such option shall be purchased for
the Participant at the applicable Exercise Price with the accumulated Plan Contributions then
credited to the Participant’s account under the Plan. During a Participant’s lifetime, a
Participant’s option to purchase shares hereunder is exercisable only by the Participant.



10. Delivery. As promptly as practicable after each Exercise Date, the Company shall arrange
for the delivery to each Participant (or the Participant’s beneficiary), as appropriate, or to a
custodial account for the benefit of each Participant (or the Participant’s beneficiary) as
appropriate, of a certificate representing the shares purchased upon exercise of such Participant’s
option. Any amount remaining to the credit of a Participant’s account after an Offering Period
(other than an amount which is insufficient to purchase a full share of common stock) shall be
returned to the Participant as soon as administratively practicable after the end of the Offering
Period.



11. Withdrawal; Termination of Employment.



(a) A Participant may withdraw from the Plan at any time by giving written notice to the
Company. All of the Plan Contributions credited to the Participant’s account and not yet invested
in Common Stock will be paid to the Participant as soon as administratively practicable after
receipt of the Participant’s notice of withdrawal, the Participant’s option to purchase shares
pursuant to the Plan automatically will be terminated, and no further payroll deductions for the
purchase of shares will be made for the Participant’s account. Payroll deductions will not resume
on behalf of a Participant who has withdrawn from the Plan (a “Former Participant”) unless the
Former Participant enrolls in a subsequent Offering Period in accordance with Section 5(a).



(b) Upon termination of the Participant’s Continuous Status as an Employee prior to any
Exercise Date for any reason, including retirement or death, the Plan Contributions credited to the
Participant’s account and not yet invested in Common Stock will be returned to the Participant or,
in the case of death, to the Participant’s beneficiary as determined pursuant to Section 14, and
the Participant’s option to purchase shares under the Plan will automatically terminate.



(c) A Participant’s withdrawal from an Offering Period will not have any effect upon the
Participant’s eligibility to participate in succeeding Offering Periods or in any similar plan
which may hereafter be adopted by the Company.



12. Stock.



(a) Subject to adjustment as provided in Section 17, the maximum number of shares of the
Company’s Common Stock that shall be made available for sale under the Plan shall be equal to the
sum of (i) any shares available for issuance under the Company’s 2001 Employee Stock Purchase Plan,
as amended (the “Prior Plan”) on the First Offering Date (and such shares shall no longer be
available for issuance under the Prior Plan) but not to exceed 650,000 shares, (ii) an automatic
annual increase on the first day of each of the Company’s fiscal years beginning in 2012 and ending
in 2019 equal to the lesser of (A) Five Hundred Thousand (500,000) shares, (B) 1% of all shares of
Common Stock outstanding on the last day of the immediately preceding fiscal year, or (C) a lesser
amount determined by the Board. The cumulative shares authorized under the Plan shall be less than
10% of shares outstanding from time to time, unless a greater number of shares is authorized by
shareholders. Shares of Common Stock subject to the Plan may be newly issued shares or shares
reacquired in private transactions or open market purchases. If and to the extent that any right
to purchase reserved shares shall not be exercised by any Participant
for any reason or if such right to purchase shall terminate as provided herein, shares that
have not been so purchased hereunder shall again become available for the purpose of the Plan
unless the Plan shall have been terminated, but all shares sold under the Plan, regardless of
source, shall be counted against the limitation set forth above.


 


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(b) A Participant will have no interest or voting right in shares covered by his 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 requested by the
Participant.



13. Administration.



(a) The Plan shall be administered by the Committee. The Committee shall have the authority
to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan,
and to make all other determinations necessary or advisable for the administration of the Plan.
The administration, interpretation, or application of the Plan by the Committee shall be final,
conclusive and binding upon all persons.



(b) Notwithstanding the provisions of Subsection (a) of this Section 13, in the event that
Rule 16b-3 promulgated under the Exchange Act or any successor provision thereto (“Rule 16b-3”)
provides specific requirements for the administrators of plans of this type, the Plan shall only be
administered by such body and in such a manner as shall comply with the applicable requirements of
Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan
shall be afforded to any person that is not “disinterested” as that term is used in Rule 16b-3.



14. 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 the Plan in the event of the Participant’s
death subsequent to an Exercise Date on which the Participant’s option hereunder is exercised but
prior to delivery to the 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 the Participant’s death prior to the exercise of the option.



(b) A Participant’s beneficiary designation 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 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 Plan Contributions credited to a Participant’s account nor any
rights to exercise any option or receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent
and distribution, or as provided in Section 14). Any attempted assignment, transfer, pledge or
other distribution shall be without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Section 11.



16. Participant Accounts. Individual accounts will be maintained for each Participant in the
Plan to account for the balance of his Plan Contributions and options issued and shares purchased
under the Plan. Statements of account will be given to Participants semi-annually in due course
following each Exercise Date, which statements will set forth the amounts of payroll deductions,
the per share purchase price, the number of shares purchased and the remaining cash balance, if
any.



17. Adjustments Upon Changes in Capitalization; Corporate Transactions.



(a) If the outstanding shares of Common Stock are increased or decreased, or are changed into
or are exchanged for a different number or kind of shares, as a result of one or more
reorganizations,
restructurings, recapitalizations, reclassifications, stock splits, reverse stock splits,
stock dividends stock repurchases, or the like, equitable and proportionate adjustments shall be
made by the Committee in the number and/or kind of shares, and the per-share option price thereof,
which may be issued in the aggregate and to any Participant upon exercise of options granted under
the Plan.


 


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(b) 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 Committee. In the event of a proposed sale of all or substantially all
of the Company’s assets, or the merger of the Company with or into another corporation (each, a
“Sale Transaction”), 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 Committee determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Exercise Period then in progress by setting a new
Exercise Date (the “New Exercise Date”). If the Committee shortens the Exercise Period then in
progress in lieu of assumption or substitution in the event of a Sale Transaction, the Committee
shall notify each Participant in writing, at least ten (10) days prior to the New Exercise Date,
that the exercise date for such Participant’s option has been changed to the New Exercise Date and
that such Participant’s option will be exercised automatically on the New Exercise Date, unless
prior to such date the Participant has withdrawn from the Plan as provided in Section 11. For
purposes of this Section 17(b), an option granted under the Plan shall be deemed to have been
assumed if, following the Sale Transaction, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the Sale Transaction, the
consideration (whether stock, cash or other securities or property) received in the Sale
Transaction by holders of Common Stock for each share of Common Stock held on the effective date of
the Sale 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, that if the consideration received in the Sale Transaction was not solely common stock of
the successor corporation or its parent (as defined in Section 424(e) of the Code), the Committee
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 the
holders of Common Stock in the Sale Transaction.



(c) In all cases, the Committee shall have sole discretion to exercise any of the powers and
authority provided under this Section 17, and the Committee’s actions hereunder shall be final and
binding on all Participants. No fractional shares of stock shall be issued under the Plan pursuant
to any adjustment authorized under the provisions of this Section 17.



18. Amendment of the Plan. The Board or the Committee may at any time, or from time to time,
amend the Plan in any respect; provided, that (i) no such amendment may make any change in any
option theretofore granted which adversely affects the rights of any Participant and (ii) the Plan
may not be amended in any way that will cause rights issued under the Plan to fail to meet the
requirements for employee stock purchase plans as defined in Section 423 of the Code or any
successor thereto. To the extent necessary to comply with Rule 16b-3 under the Exchange Act,
Section 423 of the Code, or any other applicable law or regulation), the Company shall obtain
stockholder approval of any such amendment.



19. Termination of the Plan. The Plan and all rights of Employees hereunder shall terminate
on the earliest of:



(a) the Exercise Date that Participants become entitled to purchase a number of shares greater
than the number of reserved shares remaining available for purchase under the Plan; or



(b) such date as is determined by the Board in its discretion.



In the event that the Plan terminates under circumstances described in Section 19(a) above,
reserved shares remaining as of the termination date shall be sold to Participants on a pro rata
basis.



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.


 


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21. Effective Date. Subject to adoption of the Plan by the Board, the Plan shall become
effective on the First Offering Date. The Board shall submit the Plan to the stockholders of the
Company for approval within twelve months after the date the Plan is adopted by the Board.



22. Conditions Upon Issuance of Shares.



(a) The Plan, the grant and exercise of options to purchase shares under the Plan, and the
Company’s obligation to sell and deliver shares upon the exercise of options to purchase shares
shall be subject to compliance with all applicable federal, state and foreign laws, rules and
regulations and the requirements of any stock exchange on which the shares may then be listed.



(b) The Company may make such provisions as it deems appropriate for withholding by the
Company pursuant to federal or state tax laws of such amounts as the Company determines it is
required to withhold in connection with the purchase or sale by a Participant of any Common Stock
acquired pursuant to the Plan. The Company may require a Participant to satisfy any relevant tax
requirements before authorizing any issuance of Common Stock to such Participant.



23. Expenses of the Plan. All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable to participation in
the Plan may be charged to the account of such Participant by the Company.



24. No Employment Rights. The Plan does not, directly or indirectly, create any right for the
benefit of any employee or class of employees to purchase any shares under the Plan, or create in
any employee or class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company’s right to terminate,
or otherwise modify, an employee’s employment at any time.



25. Applicable Law. The laws of the State of Delaware shall govern all matter relating to
this Plan except to the extent (if any) superseded by the laws of the United States.



26. 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.



 


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