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                                                                   Exhibit 10.10

                           LEAPFROG ENTERPRISES, INC.
                        2002 EMPLOYEE STOCK PURCHASE PLAN

                 ADOPTED BY THE BOARD OF DIRECTORS: MAY 24, 2002
                   APPROVED BY STOCKHOLDERS ____________, 2002


1.       PURPOSE.

         (a) The purpose of the Plan is to provide a means by which Employees of
the Company and certain designated Subsidiaries may be given an opportunity to
purchase shares of the Class A Common Stock of the Company.

         (b) The Company, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success of
the Company and its Related Corporations.

         (c) The Company intends that the Purchase Rights be considered options
issued under an Employee Stock Purchase Plan.

2.       DEFINITIONS.

         (a) "BOARD" means the Board of Directors of the Company.

         (b) "CLASS A COMMON STOCK" means the Class A common stock of the
Company.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended.

         (d) "COMMITTEE" means a committee appointed by the Board in accordance
with Section 3(c) of the Plan.

         (e) "COMPANY" means LeapFrog Enterprises, Inc., a Delaware corporation.

         (f) "CONTRIBUTIONS" means the payroll deductions, and other additional
payments specifically provided for in the Offering, that a Participant
contributes to fund the exercise of a Purchase Right. A Participant may make
additional payments into his or her account, if specifically provided for in the
Offering, and then only if the Participant has not already had the maximum
permitted amount through payroll deductions withheld during the Offering.

         (g) "CORPORATE TRANSACTION" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                  (i) a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company;


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                  (ii) a sale or other disposition of at least ninety percent
(90%) of the outstanding securities of the Company;

                  (iii) a merger, consolidation or similar transaction following
which the Company is not the surviving corporation; or

                  (iv) a merger, consolidation or similar transaction following
which the Company is the surviving corporation but the shares of Class A Common
Stock outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

         (h) "DIRECTOR" means a member of the Board.

         (i) "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements
set forth in the Offering for eligibility to participate in the Offering,
provided that such Employee also meets the requirements for eligibility to
participate set forth in the Plan.

         (j) "EMPLOYEE" means any person, including Officers and Directors, who
is employed for purposes of Section 423(b)(4) of the Code by the Company or a
Subsidiary. Neither service as a Director nor payment of a director's fee shall
be sufficient to make an individual an Employee of the Company or a Subsidiary.

         (k) "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants Purchase
Rights intended to be options issued under an "employee stock purchase plan," as
that term is defined in Section 423(b) of the Code.

         (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (m) "FAIR MARKET VALUE" means the value of a security, as determined in
good faith by the Board. If the security is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of the security, unless otherwise determined by the Board,
shall be the closing sales price (rounded up where necessary to the nearest
whole cent) for such security (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the relevant security of the Company) on the Trading Day
prior to the relevant determination date, as reported in The Wall Street Journal
or such other source as the Board deems reliable.

         (n) "OFFERING" means the grant of Purchase Rights to purchase shares of
Class A Common Stock under the Plan to Eligible Employees.

         (o) "OFFERING DATE" means a date selected by the Board for an Offering
to commence.


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         (p) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (q) "PARTICIPANT" means an Eligible Employee who holds an outstanding
Purchase Right granted pursuant to the Plan.

         (r) "PLAN" means this LeapFrog Enterprises, Inc. 2002 Employee Stock
Purchase Plan.

         (s) "PURCHASE DATE" means one or more dates during an Offering
established by the Board on which Purchase Rights shall be exercised and as of
which purchases of shares of Class A Common Stock shall be carried out in
accordance with such Offering.

         (t) "PURCHASE PERIOD" means a period of time specified within an
Offering beginning on the Offering Date or on the next day following a Purchase
Date within an Offering and ending on a Purchase Date. An Offering may consist
of one or more Purchase Periods.

         (u) "PURCHASE RIGHT" means an option to purchase shares of Class A
Common Stock granted pursuant to the Plan.

         (v) "RELATED CORPORATION" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

         (w) "SUBSIDIARY" means any subsidiary corporation, whether now or
hereafter existing, as such term is defined in Section 424(f) of the Code.

         (x) "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (y) "TRADING DAY" means any day the exchange(s) or market(s) on which
shares of Class A Common Stock are listed, whether it be any established stock
exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise,
is open for trading.

3.       ADMINISTRATION.

         (a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c). Whether or
not the Board has delegated administration, the Board shall have the final power
to determine all questions of policy and expediency that may arise in the
administration of the Plan.

         (b) The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                  (i) To determine when and how Purchase Rights to purchase
shares of Class A Common Stock shall be granted and the provisions of each
Offering of such Purchase Rights (which need not be identical).


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                  (ii) To designate from time to time which Subsidiaries of the
Company shall be eligible to participate in the Plan.

                  (iii) To construe and interpret the Plan and Purchase Rights,
and to establish, amend and revoke rules and regulations for the administration
of the Plan. The Board, in the exercise of this power, may correct any defect,
omission or inconsistency in the Plan, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.

                  (iv) To amend the Plan as provided in Section 15.

                  (v) Generally, to exercise such powers and to perform such
acts as it deems necessary or expedient to promote the best interests of the
Company and its Related Corporations and to carry out the intent that the Plan
be treated as an Employee Stock Purchase Plan.

         (c) The Board may delegate administration of the Plan to a Committee of
the Board composed of one (1) or more members of the Board. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan. If administration is delegated to a Committee, references to the Board
in this Plan and in the Offering document shall thereafter be deemed to be to
the Board or the Committee, as the case may be.

4.       SHARES OF CLASS A COMMON STOCK SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 14 relating to adjustments
upon changes in securities, the shares of Class A Common Stock that may be sold
pursuant to Purchase Rights shall not exceed in the aggregate Two Million
(2,000,000) shares of Class A Common Stock. If any Purchase Right granted under
the Plan shall for any reason terminate without having been exercised, the
shares of Class A Common Stock not purchased under such Purchase Right shall
again become available for issuance under the Plan.

5.       GRANT OF PURCHASE RIGHTS; OFFERING.

         (a) The Board may from time to time grant or provide for the grant of
Purchase Rights to purchase shares of Class A Common Stock under the Plan to
Eligible Employees in an Offering (consisting of one or more Purchase Periods)
on an Offering Date or Offering Dates selected by the Board. Each Offering shall
be in such form and shall contain such terms and conditions as the Board shall
deem appropriate, which shall comply with the requirement of Section 423(b)(5)
of the Code that all Employees granted Purchase Rights shall have the same
rights and privileges. The terms and conditions of an Offering shall be
incorporated by reference into the Plan and treated as part of the Plan. The
provisions of separate Offerings need not be identical, but each Offering shall
include (through incorporation of the provisions of this Plan by reference in
the document comprising the Offering or otherwise) the period during which the
Offering shall be effective, which period shall not exceed twenty-seven (27)
months beginning


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with the Offering Date, and the substance of the provisions contained in
Sections 6 through 9, inclusive.

         (b) If a Participant has more than one Purchase Right outstanding under
the Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by that Participant
shall be deemed to apply to all of his or her Purchase Rights under the Plan,
and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
Purchase Right, if different Purchase Rights have identical exercise prices)
shall be exercised to the fullest possible extent before a Purchase Right with a
higher exercise price (or a later-granted Purchase Right, if different Purchase
Rights have identical exercise prices) shall be exercised.

6.       ELIGIBILITY.

         (a) Purchase Rights may be granted only to Employees of the Company or,
as the Board may designate as provided in Section 3(b), to Employees of a
Subsidiary. Except as provided in Section 6(b), an Employee shall not be
eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee has been in the employ of the Company or the Subsidiary, as
the case may be, for such continuous period preceding such Offering Date as the
Board may require, but in no event shall the required period of continuous
employment be greater than two (2) years. In addition, the Board may provide
that no Employee shall be eligible to be granted Purchase Rights under the Plan
unless, on the Offering Date, such Employee's customary employment with the
Company or the Subsidiary is more than twenty (20) hours per week and more than
five (5) months per calendar year.

         (b) The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee shall, on a date or dates specified
in the Offering which coincides with the day on which such person becomes an
Eligible Employee or which occurs thereafter, receive a Purchase Right under
that Offering, which Purchase Right shall thereafter be deemed to be a part of
that Offering. Such Purchase Right shall have the same characteristics as any
Purchase Rights originally granted under that Offering, as described herein,
except that:

                  (i) the date on which such Purchase Right is granted shall be
the "Offering Date" of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;

                  (ii) the period of the Offering with respect to such Purchase
Right shall begin on its Offering Date and end coincident with the end of such
Offering; and

                  (iii) the Board may provide that if such person first becomes
an Eligible Employee within a specified period of time before the end of the
Offering, he or she shall not receive any Purchase Right under that Offering.

         (c) No Employee shall be eligible for the grant of any Purchase Rights
under the Plan if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent (5%) or more of the total combined
voting power or value of all classes


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of stock of the Company or of any Related Corporation. For purposes of this
Section 6(c), the rules of Section 424(d) of the Code shall apply in determining
the stock ownership of any Employee, and stock which such Employee may purchase
under all outstanding Purchase Rights and options shall be treated as stock
owned by such Employee.

         (d) As specified by Section 423(b)(8) of the Code, an Eligible Employee
may be granted Purchase Rights under the Plan only if such Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans
of the Company and any Related Corporations, do not permit such Eligible
Employee's rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair
Market Value of such stock (determined at the time such rights are granted, and
which, with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at
any time.

         (e) Officers of the Company and any designated Subsidiaries, if they
are otherwise Eligible Employees, shall be eligible to participate in Offerings
under the Plan. Notwithstanding the foregoing, the Board may provide in an
Offering that Employees who are highly compensated Employees within the meaning
of Section 423(b)(4)(D) of the Code shall not be eligible to participate.

7.       PURCHASE RIGHTS; PURCHASE PRICE.

         (a) On each Offering Date, each Eligible Employee, pursuant to an
Offering made under the Plan, shall be granted a Purchase Right to purchase up
to that number of shares of Class A Common Stock purchasable either with a
percentage or with a maximum dollar amount, as designated by the Board, but in
either case not exceeding twenty percent (20%) of such Employee's Earnings (as
defined by the Board in each Offering) during the period that begins on the
Offering Date (or such later date as the Board determines for a particular
Offering) and ends on the date stated in the Offering, which date shall be no
later than the end of the Offering.

         (b) The Board shall establish one (1) or more Purchase Dates during an
Offering as of which Purchase Rights granted pursuant to that Offering shall be
exercised and purchases of shares of Class A Common Stock shall be carried out
in accordance with such Offering.

         (c) In connection with each Offering made under the Plan, the Board may
specify a maximum number of shares of Class A Common Stock that may be purchased
by any Participant on any Purchase Date during such Offering. In connection with
each Offering made under the Plan, the Board may specify a maximum aggregate
number of shares of Class A Common Stock that may be purchased by all
Participants pursuant to such Offering. In addition, in connection with each
Offering that contains more than one Purchase Date, the Board may specify a
maximum aggregate number of shares of Class A Common Stock that may be purchased
by all Participants on any given Purchase Date under the Offering. If the
aggregate purchase of shares of Class A Common Stock issuable upon exercise of
Purchase Rights granted under the Offering would exceed any such maximum
aggregate number, then, in the absence of any Board action otherwise, a pro rata
allocation of the shares of Class A Common Stock available shall be made in as
nearly a uniform manner as shall be practicable and equitable.


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         (d) The purchase price of shares of Class A Common Stock acquired
pursuant to Purchase Rights shall be not less than the lesser of:

                  (i) an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Class A Common Stock on the Offering Date; or

                  (ii) an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Class A Common Stock on the applicable Purchase
Date.

8.       PARTICIPATION; WITHDRAWAL; TERMINATION.

         (a) A Participant may elect to authorize payroll deductions pursuant to
an Offering under the Plan by completing and delivering to the Company, within
the time specified in the Offering, an enrollment form (in such form as the
Company may provide). Each such enrollment form shall authorize an amount of
Contributions expressed as a percentage of the submitting Participant's Earnings
(as defined in each Offering) during the Offering (not to exceed any maximum
percentage or amount specified by the Board). Each Participant's Contributions
shall be credited to a bookkeeping account for such Participant under the Plan
and shall be deposited with the general funds of the Company except where
applicable law requires that Contributions be deposited with a third party. To
the extent provided in the Offering, a Participant may begin such Contributions
after the beginning of the Offering. To the extent provided in the Offering, a
Participant may thereafter reduce (including to zero) or increase his or her
Contributions.

         (b) During an Offering, a Participant may cease making Contributions
and withdraw from the Offering by delivering to the Company a notice of
withdrawal in such form as the Company may provide. Such withdrawal may be
elected at any time prior to the end of the Offering, except as provided
otherwise in the Offering. Upon such withdrawal from the Offering by a
Participant, the Company shall distribute to such Participant all of his or her
accumulated Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Class A Common Stock for the Participant) under
the Offering, and such Participant's Purchase Right in that Offering shall
thereupon terminate. A Participant's withdrawal from an Offering shall have no
effect upon such Participant's eligibility to participate in any other Offerings
under the Plan, but such Participant shall be required to deliver a new
enrollment form in order to participate in subsequent Offerings.

         (c) Purchase Rights granted pursuant to any Offering under the Plan
shall terminate immediately upon a Participant ceasing to be an Employee for any
reason or for no reason (subject to any post-employment participation period
required by law) or other lack of eligibility. The Company shall distribute to
such terminated or otherwise ineligible Employee all of his or her accumulated
Contributions (reduced to the extent, if any, such deductions have been used to
acquire shares of Class A Common Stock for the terminated or otherwise
ineligible Employee) under the Offering.

         (d) Purchase Rights shall not be transferable by a Participant
otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in Section 13 and, during a Participant's
lifetime, shall be exercisable only by such Participant.


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         (e) Unless otherwise specified in an Offering, the Company shall have
no obligation to pay interest on Contributions.

         (f) Notwithstanding any other provision of this Plan, in connection
with the first Offering under this Plan (the "Initial Offering"), each Eligible
Employee who is employed on the date the Company's Class A Common Stock is first
offered to the public under a registration statement declared effective under
the Securities Act automatically shall be enrolled in the Initial Offering, with
a Purchase Right to purchase up to the number of shares of Class A Common Stock
that are purchasable with 20% of the Eligible Employee's Earnings, subject to
any limitations set forth in the Offering. Following the filing of an effective
registration statement pursuant to a Form S-8, such Eligible Employee shall be
provided a certain period of time, as determined by the Company in its sole
discretion, within which to elect to authorize payroll deductions for the
purchase of shares during the Initial Offering (which may be for a percentage
that is less than 20% of the Eligible Employee's Earnings). If such Eligible
Employee elects not to authorize such payroll deductions, the Eligible Employee
instead may purchase shares of Class A Common Stock under the Plan by delivering
a single cash payment for the purchase of such shares to the Company or a
designated Subsidiary prior to the ten (10) day period (or such shorter period
of time as determined by the Company and communicated to Participants)
immediately preceding the Purchase Date under the Initial Offering. If an
Eligible Employee neither elects to authorize payroll deductions nor chooses to
make a cash payment in accordance with the foregoing sentence, then the Eligible
Employee shall not purchase any shares of Class A Common Stock during the
Initial Offering. After the end of the Initial Offering, in order to participate
in any subsequent Offerings, an Eligible Employee must enroll and authorize
payroll deductions prior to the commencement of the Offering; provided, however,
that once an Eligible Employee enrolls in an Offering and authorizes payroll
deductions (including in connection with the Initial Offering), the Eligible
Employee automatically shall be enrolled for all subsequent Offerings until he
or she elects to withdraw from an Offering, as provided in paragraph (b) above,
or terminates his or her participation in the Plan, as provided in paragraph (c)
above.


         (g) Notwithstanding any other provision of this Plan to the contrary,
if applicable law prevents one or more Participants from making Contributions to
the Plan in the form of payroll deductions, then, to the extent provided in the
Offering, the Company shall enter into other arrangements with such Participants
with respect to their Contributions under the Plan.


9.       EXERCISE.

         (a) On each Purchase Date during an Offering, each Participant's
accumulated Contributions shall be applied to the purchase of shares of Class A
Common Stock up to the maximum number of shares of Class A Common Stock
permitted pursuant to the terms of the Plan and the applicable Offering, at the
purchase price specified in the Offering. No fractional shares shall be issued
upon the exercise of Purchase Rights unless specifically provided for in the
Offering.

         (b) If any amount of accumulated Contributions remains in a
Participant's account after the purchase of shares of Class A Common Stock and
such remaining amount is less than the amount required to purchase one share of
Class A Common Stock on the final Purchase Date of an Offering, then such
remaining amount shall be held in such Participant's account for the purchase of
shares of Class A Common Stock under the next Offering under the Plan, unless
such Participant withdraws from such next Offering, as provided in Section 8(b),
or is not eligible to participate in such Offering, as provided in Section 6, in
which case such amount shall


                                      -8-
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be distributed to such Participant after said final Purchase Date. If the amount
of Contributions remaining in a Participant's account after the purchase of
shares of Class A Common Stock is at least equal to the amount required to
purchase one (1) whole share of Class A Common Stock on the final Purchase Date
of the Offering, then such remaining amount shall be distributed in full to such
Participant at the end of the Offering.

         (c) No Purchase Rights may be exercised to any extent unless the shares
of Class A Common Stock to be issued upon such exercise under the Plan are
covered by an effective registration statement pursuant to the Securities Act
and the Plan is in material compliance with all applicable federal, state,
foreign and other securities and other laws applicable to the Plan. If on a
Purchase Date during any Offering hereunder the shares of Class A Common Stock
are not so registered or the Plan is not in such compliance, no Purchase Rights
or any Offering shall be exercised on such Purchase Date, and the Purchase Date
shall be delayed until the shares of Class A Common Stock are subject to such an
effective registration statement and the Plan is in such compliance, except that
the Purchase Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months from the
Offering Date. If, on the Purchase Date under any Offering hereunder, as delayed
to the maximum extent permissible, the shares of Class A Common Stock are not
registered and the Plan is not in such compliance, no Purchase Rights or any
Offering shall be exercised and all Contributions accumulated during the
Offering (reduced to the extent, if any, such deductions have been used to
acquire shares of Class A Common Stock) shall be distributed to the
Participants.

10.      COVENANTS OF THE COMPANY.

         (a) The Company shall seek to obtain from each federal, state, foreign
or other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of Class A Common Stock
upon exercise of the Purchase Rights. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary for the lawful issuance and sale of
shares of Class A Common Stock under the Plan, the Company shall be relieved
from any liability for failure to issue and sell shares of Class A Common Stock
upon exercise of such Purchase Rights unless and until such authority is
obtained.

11.      USE OF PROCEEDS FROM SHARES OF CLASS A COMMON STOCK.

         Proceeds from the sale of shares of Class A Common Stock pursuant to
Purchase Rights shall constitute general funds of the Company.

12.      RIGHTS AS A STOCKHOLDER.

         A Participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, shares of Class A Common Stock
subject to Purchase Rights unless and until the Participant's shares of Class A
Common Stock acquired upon exercise of Purchase Rights are recorded in the books
of the Company (or its transfer agent).


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13.      DESIGNATION OF BENEFICIARY.

         (a) A Participant may file a written designation of a beneficiary who
is to receive any shares of Class A Common Stock and/or cash, if any, from the
Participant's account under the Plan in the event of such Participant's death
subsequent to the end of an Offering but prior to delivery to the Participant of
such shares of Class A Common Stock or 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
during an Offering.

         (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 of Class
A Common Stock 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 sole discretion, may deliver such
shares of Class A Common Stock 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.

14.      ADJUSTMENTS UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS.

         (a) If any change is made in the shares of Class A Common Stock,
subject to the Plan, or subject to any Purchase Right, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan shall be appropriately
adjusted in the type(s), class(es) and maximum number of shares of Class A
Common Stock subject to the Plan pursuant to Section 4(a), and the outstanding
Purchase Rights shall be appropriately adjusted in the type(s), class(es),
number of shares and purchase limits of such outstanding Purchase Rights. The
Board shall make such adjustments, and its determination shall be final, binding
and conclusive. (The conversion of any convertible securities of the Company
shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

         (b) In the event of a Corporate Transaction, then: (i) any surviving or
acquiring corporation may continue or assume Purchase Rights outstanding under
the Plan or may substitute similar rights (including a right to acquire the same
consideration paid to stockholders in the Corporate Transaction) for those
outstanding under the Plan, or (ii) if any surviving or acquiring corporation
does not assume such Purchase Rights or does not substitute similar rights for
Purchase Rights outstanding under the Plan, then, the Participants' accumulated
Contributions shall be used to purchase shares of Class A Common Stock within
five (5) days prior to the Corporate Transaction under the ongoing Offering
(with such date of purchase constituting a Purchase Date), and the Participants'
Purchase Rights under the ongoing Offering shall terminate immediately after
such purchase.


                                      -10-
<PAGE>
15.      AMENDMENT OF THE PLAN.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 14 relating to adjustments upon changes
in securities and except as to amendments solely to benefit the administration
of the Plan, to take account of a change in legislation or to obtain or maintain
favorable tax, exchange control or regulatory treatment for Participants or the
Company or any Related Corporation, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary for the Plan to satisfy the requirements of Section 423 of the Code
or other applicable laws or regulations.

         (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Employee Stock Purchase Plans
and/or to bring the Plan and/or Purchase Rights into compliance therewith.

         (c) The rights and obligations under any Purchase Rights granted before
amendment of the Plan shall not be impaired by any amendment of the Plan except:
(i) with the consent of the person to whom such Purchase Rights were granted, or
(ii) as necessary to comply with any laws or governmental regulations
(including, without limitation, the provisions of the Code and the regulations
promulgated thereunder relating to Employee Stock Purchase Plans).

16.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board in its discretion may suspend or terminate the Plan at
any time. Unless sooner terminated, the Plan shall terminate at the time that
all of the shares of Class A Common Stock reserved for issuance under the Plan,
as increased and/or adjusted from time to time, have been issued under the terms
of the Plan. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

         (b) Any benefits, privileges, entitlements and obligations under any
Purchase Rights while the Plan is in effect shall not be impaired by suspension
or termination of the Plan except (i) as expressly provided in the Plan or with
the consent of the person to whom such Purchase Rights were granted, (ii) as
necessary to comply with any laws, regulations, or listing requirements, or
(iii) as necessary to ensure that the Plan and/or Purchase Rights comply with
the requirements of Section 423 of the Code.

17.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Purchase Rights shall be exercised unless and until the Plan has been approved
by the stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted by the Board.


                                      -11-
<PAGE>
18.      MISCELLANEOUS PROVISIONS.

         (a) The Plan and Offering do not constitute an employment contract.
Nothing in the Plan or in the Offering shall in any way alter the at will nature
of a Participant's employment or be deemed to create in any way whatsoever any
obligation on the part of any Participant to continue in the employ of the
Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant.

         (b) The provisions of the Plan shall be governed by the laws of the
State of Delaware without resort to that state's conflicts of laws rules.


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