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                                                                    EXHIBIT 10.P

                             ALPHA INDUSTRIES, INC.

                   NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

1.   PURPOSE.

     The Alpha Industries, Inc. Non-Qualified Employee Stock Purchase Plan
(hereinafter the "Plan"), effective as of July 1, 2002, is intended to provide a
method whereby employees of participating organizations (as defined in Article
18) of Alpha Industries, Inc. (the "Company") will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the Company's Common Stock. It is the intention of the Company that this Plan
authorize the grant of purchase rights and issuance of Common Stock which do not
qualify as an "Employee Stock Purchase Plan" under section 423 of the United
States Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

2.   ELIGIBLE EMPLOYEES.

     All employees of the participating organizations of the Company who are
employed on or before the first day of the applicable Offering Period or any
Special Offering Period (each as defined below) shall be eligible to participate
in and receive rights under this Plan to purchase the Company's Common Stock.
Except as otherwise provided herein, persons who become eligible employees after
the first day of any Offering Period shall be eligible to receive purchase
rights on the first day of the next succeeding Offering Period on which purchase
rights are granted to eligible employees under the Plan. In no event may an
employee be granted a purchase right if such employee, immediately after the
purchase right is granted, owns stock possessing five (5%) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent corporation or subsidiary corporation as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 424(e) and (f)
of the Internal Revenue Code. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Internal Revenue Code shall
apply and stock which the employee may purchase under outstanding purchase
rights shall be treated as stock owned by the employee. All employees who
participate in the Plan shall have the same rights and privileges under the Plan
except for differences which may be mandated by local law and except that
employees participating in a sub-plan adopted pursuant to Article 26 need not
have the same rights and privileges as employees participating in another
sub-plan. The Plan administrators (as defined in Article 19) may impose
restrictions on eligibility and participation of employees who are officers and
directors to facilitate compliance with federal or state securities laws or
foreign laws.



3.   STOCK SUBJECT TO THE PLAN.

     The stock subject to the purchase rights granted hereunder shall be shares
of the Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market. The
aggregate number of shares

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which may be issued pursuant to the Plan is 50,000 for all Offering Periods,
including any Special Offering Period, subject to increase or decrease by reason
of stock split-ups, reclassifications, stock dividends, changes in par value and
the like. If any purchase right granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject to
such purchase right shall again be available under the Plan. If the number of
shares of Common Stock available for any Offering Period, including any Special
Offering Period, is insufficient to satisfy all purchase requirements for that
Offering Period, the available shares for that Offering Period shall be
apportioned among participating employees in proportion to their purchase
rights.

4.   OFFERING PERIODS AND STOCK PURCHASE RIGHTS.

     There shall be Offering Periods and Special Offering Periods during which
payroll deductions and permitted cash contributions will be accumulated under
the Plan. Each Offering Period, including any Special Offering Period, includes
only regular pay days falling within it. The Offering Periods shall commence and
end as follows:

                OFFERING PERIOD                       OFFERING PERIOD
                COMMENCEMENT DATES                    TERMINATION DATES
                ------------------                    -----------------
                Each January 1                        Each June 30
                Each July 1                           Each December 31


     Notwithstanding the foregoing, in the event that the Committee adopts a
sub-plan pursuant to Article 26 hereof for a particular organization or
location, there will be a Special Offering Period (the "Special Offering
Period") that will begin ten (10) business days after the adoption of such a
sub-plan for all employees of the Company at that particular organization or
location who are eligible as of the date of the Offering Commencement Date of
the Special Offering Period.

     The Offering Commencement Date is the first day of each Offering Period,
including any Special Offering Period. The Offering Termination Date is the
applicable date on which an Offering Period ends under this Article 4. In the
case of a Special Offering Period, the Offering Termination Date is the date
which is the Offering Termination Date for the regular Offering Period in which
the Offering Commencement Date for such Special Offering Period occurs.

     On each Offering Commencement Date, the Company will grant to each eligible
employee who is then a participant in the Plan a purchase right to purchase on
the Offering Termination Date at the Purchase Right Exercise Price, as
hereinafter provided, that number of full shares of Common Stock reserved for
the purpose of the Plan, up to a maximum of 5,000 shares, subject to increase or
decrease by reason of stock split-ups, reclassifications, stock dividends,
changes in par value and the like; provided that such employee remains eligible
to participate in the Plan throughout such Offering Period or Special Offering
Period, as the case may be. If the eligible employee's accumulated payroll
deductions and permitted cash contributions on the Offering Termination Date
would enable the eligible employee to purchase more than 5,000 shares except for
the 5,000-share limitation, the excess of the amount of the accumulated payroll
deductions

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and permitted cash contributions over the aggregate purchase price of the 5,000
shares shall be refunded to the eligible employee by the Company as soon as
administratively practicable, without interest (except where required by local
law as determined by the Plan administrators). The Purchase Right Exercise Price
for each Offering Period, including any Special Offering Period, shall be the
lesser of (i) eighty-five percent (85%) of the fair market value of the Common
Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of
the fair market value of the Common Stock on the Offering Termination Date, in
either case rounded up to the next whole cent. In the event of an increase or
decrease in the number of outstanding shares of Common Stock through stock
split-ups, reclassifications, stock dividends, changes in par value and the
like, an appropriate adjustment shall be made in the number of shares and
Purchase Right Exercise Price per share provided for under the Plan, either by a
proportionate increase in the number of shares and proportionate decrease in the
Purchase Right Exercise Price per share, or by a proportionate decrease in the
number of shares and a proportionate increase in the Purchase Right Exercise
Price per share, as may be required to enable an eligible employee who is then a
participant in the Plan to acquire on the Offering Termination Date that number
of full shares of Common Stock as his accumulated payroll deductions and
permitted cash contributions on such date will pay for at a price equal to the
lesser of (i) eighty-five percent (85%) of the fair market value of the Common
Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of
the fair market value of the Common Stock on the Offering Termination Date, in
either case rounded up to the next whole cent, as so adjusted.

     For purposes of this Plan, the term "fair market value" means, if the
Common Stock is listed on a national securities exchange or is on the (U.S.)
National Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market system, the closing sale price of the Common Stock on such
exchange or as reported on Nasdaq or, if the Common Stock is traded in the
over-the-counter securities market, but not on the Nasdaq National Market, the
closing bid quotation for the Common Stock, each as published in THE WALL STREET
JOURNAL. If no shares of Common Stock are traded on the Offering Commencement
Date or Offering Termination Date, the fair market value will be determined on
the next regular business day on which shares of Common Stock are traded.

     For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on the Nasdaq National Market or such national
securities exchange on which the Common Stock is listed.

     No employee shall be granted a purchase right which permits the employee to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary corporations at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time such purchase right is granted) for
each calendar year in which such purchase right is outstanding at any time. If
the participant's accumulated payroll deductions and permitted cash
contributions on the last day of the Offering Period would otherwise enable the
participant to purchase Common Stock in excess of the $25,000 limitation
described in this paragraph, the excess of the amount of the accumulated payroll
deductions and permitted cash contributions over the aggregate purchase price of
the shares actually purchased shall be refunded to the participant by the
Company or its participating organization as soon as administratively

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practicable, without interest (except where required by local law as determined
by the Plan administrators).

5.   EXERCISE OF PURCHASE RIGHT.

     Each eligible employee who continues to be a participant in the Plan on the
Offering Termination Date shall be deemed to have exercised his or her purchase
right on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
his or her accumulated payroll deductions and permitted cash contributions on
such date will pay for at the Purchase Right Exercise Price subject to the
5,000-share limit of the purchase right and the $25,000 limitation described in
Article 4. If a participant is not an employee on the Offering Termination Date
and throughout an Offering Period or Special Offering Period, he or she shall
not be entitled to exercise his or her purchase right under the Plan..

     If a participant's accumulated payroll deductions and permitted cash
contributions in his or her account are based on a currency other than the U.S.
dollar, then on the Offering Termination Date the accumulated payroll deductions
and permitted cash contributions in his or her account will be converted into an
equivalent value of U.S. dollars based upon the U.S. dollar-foreign currency
exchange rate in effect on that date, as reported in THE WALL STREET JOURNAL,
provided that such conversion does not result in an Purchase Right Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such purchase right is
granted or 85 percent of the fair market value of the Common Stock at the time
such purchase right is exercised. The Plan administrators shall have the right
to change such conversion date, as they deem appropriate to effectively purchase
shares on any Offering Termination Date.

6.   AUTHORIZATION FOR ENTERING PLAN.

     An eligible employee may enter the Plan by following a written, electronic
or other enrollment process, including a payroll deduction authorization, as
prescribed by the Plan administrators. Except as may otherwise be established by
the Plan administrators, all enrollment authorizations shall be effective only
if delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before an applicable
Offering Commencement Date. Participation may be conditioned on an eligible
employee's consent to transfer and process personal data and on acknowledgment
and agreement to Plan terms and other specified conditions.

     The Company or its participating organization will accumulate and hold for
the employee's account the amounts deducted from his or her pay, except for such
jurisdictions in which payroll deductions are prohibited. No interest will be
paid thereon (except where required by local law as determined by the Plan
administrators). Participating employees may not make any separate cash payments
into their account, except in jurisdictions in which employees may not
contribute through payroll deductions.

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     Unless an employee files a new authorization, or withdraws from the Plan,
his or her deductions and purchases under the authorization he or she has on
file under the Plan will continue as long as the Plan remains in effect. An
employee may increase or decrease the amount of his or her payroll deductions
and permitted cash contributions as of the next Offering Commencement Date by
filing a revised payroll deduction authorization in accordance with the
procedures then applicable to such actions. Except as may otherwise be
established by the Plan administrators, all revised authorizations shall be
effective only if delivered to the designated Plan administrator(s) in
accordance with the prescribed procedures not later than ten (10) business days
before the next Offering Commencement Date.

7.   MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     An employee may authorize payroll deductions, or, where permitted by the
Plan, make cash contributions, in an aggregate amount of not less than one
percent (1%) and not more than ten percent (10%) (in whole number percentages
only) of his or her eligible compensation. Such deductions shall be determined
based on the employee's election in effect on the payday on which such eligible
compensation is paid. An employee may not make any additional payments into such
account. Except as otherwise required by an applicable sub-plan, eligible
compensation means the wages as defined in Section 3401(a) of the Internal
Revenue Code, determined without regard to any rules that limit compensation
included in wages based on the nature or location or employment or services
performed, including without limitation base pay, shift premium, overtime, gain
sharing (profit sharing), incentive compensation, bonuses and commissions and
all other payments made to the employee for services as an employee during the
applicable payroll period, and excluding the value of any qualified or
non-qualified stock option or purchase right granted to the employee to the
extent such value is includible in the taxable wages, reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred compensation, and
welfare benefits, but determined prior to any exclusions for any amounts
deferred under Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b)
of the Internal Revenue Code or for certain contributions described in Section
457(h)(2) of the Internal Revenue Code that are treated as Company
contributions.

8.   UNUSED PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Offering Period. However, in no event will the
amount of the unused payroll deductions and permitted cash contributions carried
forward from a payroll period exceed the Purchase Right Exercise Price per share
for that Offering Period or Special Offering Period, as the case may be. If for
any Offering Period, including any Special Offering Period, the amount of unused
payroll deductions and permitted cash contributions should exceed the Purchase
Right Exercise Price per share, the amount of the excess for any participant
shall be refunded to such participant as soon as administratively practicable,
without interest (except where required by local law as determined by the Plan
administrators).

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9.   CHANGE IN PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     Deductions, or, where permitted by the Plan, cash contributions, may not be
increased or decreased during an Offering Period or Special Offering Period, as
the case may be.

10.  WITHDRAWAL FROM THE PLAN.

     An employee may withdraw from the Plan and withdraw all but not less than
all of the payroll deductions and permitted cash contributions credited to his
or her account under the Plan prior to the Offering Termination Date by
completing and filing a withdrawal notification with the designated Plan
administrator(s) in accordance with the prescribed procedures, in which event
the Company will refund as soon as administratively practicable without interest
(except where required by local law as determined by the Plan administrators)
the entire balance of such employee's deductions not previously used to purchase
Common Stock under the Plan. Except as may otherwise be established by the Plan
administrators, all withdrawals shall be effective only if delivered to the
designated Plan administrator(s) in accordance with the prescribed procedures
not later than ten (10) business days before the Offering Termination Date.

     An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee's rights under the Plan will be terminated and no
further payroll deductions or cash contributions will be made. To reenter, such
an employee must re-enroll pursuant to the provisions of Article 6 before the
next Offering Commencement Date which cannot, however, become effective before
the beginning of the next Offering Period or Special Offering Period following
his withdrawal. Notwithstanding the foregoing, employees who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended, who withdraw from
the Plan may not reenter the Plan until the next Offering Commencement Date
which is at least six months following the date of such withdrawal.

11.  ISSUANCE OF STOCK.

     As soon as administratively practicable after each Offering Period,
including any Special Offering Period, the Company shall deliver (by electronic
or other means) to the participant the Common Stock purchased under the Plan,
except as specified below. The Plan administrators may permit or require that
the Common Stock shares be deposited directly with a broker or agent designated
by the Plan administrators, and the Plan administrators may utilize electronic
or automated methods of share transfer. In addition, the Plan administrators may
establish other procedures to ensure that the Company's and its subsidiaries'
applicable tax withholding obligations are satisfied.

12.  NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.

     An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any purchase
right granted to an employee may be exercised only by him or her, except as
provided in Article 13 in the event of an employee's death.

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13.  TERMINATION OF EMPLOYEE'S RIGHTS.

     Except as set forth in the last paragraph of this Article 13, an employee's
rights under the Plan will terminate when he or she ceases to be an employee
because of retirement, resignation, lay-off, discharge, death, change of status,
or fails to meet the applicable requirements for eligibility in the Plan, or for
any other reason. Notwithstanding anything to the contrary contained in Article
10, a withdrawal notice will be considered as having been received from the
employee on the day his or her employment ceases, and all payroll deductions and
permitted cash contributions not used to purchase Common Stock will be refunded
without interest as soon as administratively feasible (except where required by
local law as determined by the Plan administrators).

     Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions and permitted cash contributions are interrupted
by any legal process, a withdrawal notice will be considered as having been
received from him or her on the day the interruption occurs.

     Upon termination of the participating employee's employment because of
death, the authorized legal representative of the employee's estate shall have
the right to elect, by written notice given to the Plan administrators prior to
earlier of the the expiration of the thirty (30) day period commencing with the
date of the death of the employee or the first Offering Termination Date
following the date of the death of the employee, either (i) to withdraw, without
interest (except where required by local law as determined by the Plan
administrators), all of the payroll deductions and permitted cash contributions
credited to the employee's account under the Plan, or (ii) to exercise the
employee's purchase right for the purchase of shares of Common Stock on the next
Offering Termination Date following the date of the employee's death for the
purchase of that number of full shares of Common Stock reserved for the purpose
of the Plan which the accumulated payroll deductions and permitted cash
contributions in the employee's account at the date of the employee's death will
purchase at the applicable Purchase Right Exercise Price (subject to the
limitations set forth in Article 4), and any excess in such account (in lieu of
fractional shares) will be paid to the employee's estate as soon as
administratively practicable, without interest (except where required by local
law as determined by the Plan administrators). In the event that no such written
notice of election shall be duly received by the Plan administrators, the
payroll deductions and permitted cash contributions credited to the employee's
account at the date of the employee's death will be paid to the employee's
estate as soon as administratively practicable, without interest (except where
required by local law as determined by the Plan administrators).


14.  TERMINATION AND AMENDMENTS TO PLAN.

     The Plan may be terminated at any time by the Company's Board of Directors.
It will terminate in any case on December 31, 2012, or if sooner, when all of
the shares of Common Stock reserved for the purposes of the Plan have been
purchased. Upon such termination or any

                                      -7-

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other termination of the Plan, all payroll deductions and permitted cash
contributions not used to purchase Common Stock will be refunded without
interest (except where required by local law as determined by the Plan
administrators).

     The Committee or the Board of Directors may, in its sole discretion,
insofar as permitted by law, adopt amendments to the Plan from time to time.

15.  LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.

     The Plan is intended to provide shares of Common Stock for investment and
not for resale. The Company does not, however, intend to restrict or influence
any employee in the conduct of his or her own affairs. An employee may,
therefore, sell stock purchased under the Plan at any time the employee chooses,
subject to compliance with any applicable federal or state securities laws and
subject to any restrictions imposed under Articles 11 and 25. The employee
assumes the risk of any market fluctuations in the price of such Common Stock.

16.  COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.

     The Company will bear all costs of administering and carrying out the Plan.

17.  PARTICIPATING ORGANIZATIONS.

     The term "participating organizations" shall mean any present or future
subsidiary, organization or business unit of the Company which is designated by
the Committee to participate in the Plan.

18.  ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by a committee of "disinterested" directors
as that term is defined in Rule 16b-3 under the U.S. Securities Exchange Act of
1934, as amended, appointed by the Board of Directors of the Company (the
"Committee"). The Committee shall consist of not less than two members of the
Company's Board of Directors. The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors. No
member of the Committee shall be eligible to participate in the Plan while
serving as a member of the Committee.

     The Committee shall select one of its members as Chairman, and shall hold
meetings at such times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

     The interpretation and construction by the Committee of any provisions of
the Plan or of any purchase right granted under it shall be final. The Committee
may from time to time adopt such rules and regulations which it deems necessary
for the proper administration of the Plan, to

                                      -8-

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interpret the provisions and supervise the administration of the Plan, to make
factual determinations relevant to Plan entitlements, to adopt sub-plans
applicable to specified organizations or locations and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board.

     The Committee may, insofar as permitted by applicable laws and regulations,
limit participation in the Plan, for participating organizations, to employees
whose customary employment is greater than twenty (20) hours per week and is
more than five (5) months in any calendar year.

     With respect to persons subject to Section 16 of the Securities and
Exchange Act of 1934, as amended, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under said
Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
purchase right granted under it. The Company shall indemnify each member of the
Board of Directors and the Committee to the fullest extent permitted by law with
respect to any claim, loss, damage or expense (including counsel fees) arising
in connection with their responsibilities under this Plan.

     The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic form of authorization or an integrated voice response
system. The Plan administrators are further authorized to determine the matters
described in Articles 11 and 25 concerning the means of issuance of Common Stock
and the procedures established to ensure that the Company's applicable tax
withholding obligations are satisfied.

     As soon as administratively practicable after the end of each Offering
Period and the Special Offering Period, the Plan administrators shall prepare
and distribute or make otherwise readily available by electronic means or
otherwise to each participating employee in the Plan information concerning the
amount of the participating employee's accumulated payroll deductions and
permitted cash contributions as of the Offering Termination Date, the Purchase
Right Exercise Price for such Offering Period, the number of shares of Common
Stock purchased by the participating employee with the participating employee's
accumulated payroll deductions and permitted cash contributions, and the amount
of any unused payroll deductions and permitted cash contributions either to be
carried forward to the next Offering Period or returned to the participating
employee without interest or otherwise distributed or retained as required by
local law as determined by the Plan administrators).

                                      -9-

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19.  PARTICIPANTS NOT STOCKHOLDERS.

     Neither the granting of a purchase right to an employee nor the deductions
from his or her pay shall constitute such employee a stockholder of the Company
with respect to the shares covered by such purchase right until such shares have
been purchased by and issued to him.

20.  APPLICATION OF FUNDS.

     The proceeds received by the Company from the sale of Common Stock pursuant
to purchase rights granted under the Plan may be used for any corporate
purposes, and the Company shall not be obligated to segregate participating
employees' payroll deductions and permitted cash contributions, unless required
by applicable laws and regulations.

21.  GOVERNMENTAL REGULATION.

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.

     In this regard, the Board of Directors may, in its discretion, require as a
condition to the exercise of any purchase right that a Registration Statement
under the Securities Act of 1933, as amended, with respect to the shares of
Common Stock reserved for issuance upon exercise of the purchase right shall be
effective, and that all other applicable provisions of state, federal and
applicable foreign law have been satisfied.

22.  TRANSFERABILITY.

     Neither payroll deductions or permitted cash contributions credited to an
employee's account nor any rights with regard to the exercise of a purchase
right or to receive stock under the Plan may be assigned, transferred, pledged,
or otherwise disposed of in any way by the employee. Any such attempted
assignment, transfer, pledge, or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article 10.

23.  EFFECT OF CHANGES OF COMMON STOCK.

     If the Company should subdivide or reclassify the Common Stock which has
been or may be subject to purchase rights under the Plan, or should declare
thereon any dividend payable in shares of such Common Stock, or should take any
other action of a similar nature affecting such Common Stock, then the number
and class of shares of Common Stock which may thereafter be subject to purchase
rights (in the aggregate and to any individual participating employee) shall be
adjusted accordingly.

                                      -10-

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24.  MERGER OR CONSOLIDATION.

     If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest (except where required by local law as
determined by the Plan administrators) the entire balance of each participating
employee's payroll deductions and permitted cash contributions, or (ii) entitle
each participating employee to receive on the Offering Termination Date upon the
exercise of such purchase right for each share of Common Stock as to which such
purchase right shall be exercised the securities or property to which a holder
of one share of the Common Stock was entitled upon and at the time of such
merger or consolidation, and the Board of Directors shall take such steps in
connection with such merger or consolidation as the Board of Directors shall
deem necessary to assure that the provisions of this Article 24 shall thereafter
be applicable, as nearly as reasonably possible. A sale of all or substantially
all of the assets of the Company shall be deemed a merger or consolidation for
the foregoing purposes.

25.  WITHHOLDING OF ADDITIONAL TAX.

     By electing to participate in the Plan, each participant acknowledges that
the Company and its subsidiaries are required to withhold taxes with respect to
the amounts deducted from the participant's compensation and accumulated for the
benefit of the participant under the Plan, and each participant agrees that the
Company and its subsidiaries may deduct additional amounts from the
participant's compensation, when amounts are added to the participant's account,
used to purchase Common Stock or refunded, in order to satisfy such withholding
obligations. Each participant further acknowledges that when Common Stock is
purchased under the Plan the Company and its subsidiaries may be required to
withhold taxes with respect to the Common Stock purchased, and each participant
agrees that such taxes may be withheld from compensation otherwise payable to
such participant. It is intended that tax withholding will be accomplished in
such a manner that the full amount of payroll deductions and permitted cash
contributions elected by the participant under Article 7 will be used to
purchase Common Stock. However, if amounts sufficient to satisfy applicable tax
withholding obligations have not been withheld from compensation otherwise
payable to any participant then, notwithstanding any other provision of the
Plan, the Company and its subsidiaries may withhold such taxes from the
participant's accumulated payroll deductions and permitted cash contributions
and apply the net amount to the purchase of Common Stock, unless the participant
pays to the Company or its subsidiary, prior to the exercise date, an amount
sufficient to satisfy such withholding obligations. Each participant further
acknowledges that the Company and its subsidiaries may be required to withhold
taxes in connection with the disposition of stock acquired under the Plan and
agrees that the Company and its subsidiaries may take whatever actions they
consider appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the participant upon the payment to the Company
or its subsidiaries of an amount sufficient to satisfy such withholding
requirements.

                                      -11-

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26.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

     The Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to (and to delegate to the Plan
administrators the authority to) adopt rules and procedures regarding handling
of payroll deductions, cash contributions, payment of interest, conversion of
local currency, tax, withholding procedures and handling of stock certificates
which vary with local requirements.

     The Committee may also adopt sub-plans applicable to particular
organizations or locations. The rules of such sub-plans may take precedence over
other provisions of this Plan, but unless otherwise superseded by the terms of
such sub-plan, the provisions of this Plan shall govern the operation of such
sub-plan.


Adopted by the Directors:  April 25, 2002