exv10w13



 



Exhibit 10.13






CAPITALSOURCE INC.



EMPLOYEE STOCK PURCHASE PLAN







 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 
	1.
	 	DEFINITIONS	 	 	1	 
	2.
	 	SHARES SUBJECT TO THE PLAN	 	 	2	 
	3.
	 	ADMINISTRATION	 	 	2	 
	4.
	 	INTERPRETATION	 	 	2	 
	5.
	 	ELIGIBLE EMPLOYEES	 	 	2	 
	6.
	 	PARTICIPATION IN THE PLAN	 	 	3	 
	7.
	 	OFFERINGS	 	 	3	 
	8.
	 	OFFERING PERIODS AND PURCHASE PERIODS	 	 	3	 
	9.
	 	RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE	 	 	3	 
	10.
	 	TIMING OF PURCHASE	 	 	4	 
	11.
	 	PURCHASE LIMITATION	 	 	4	 
	12.
	 	ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES	 	 	4	 
	13.
	 	WITHHOLDING OF TAXES	 	 	5	 
	14.
	 	ACCOUNT STATEMENTS	 	 	5	 
	15.
	 	PARTICIPATION ADJUSTMENT	 	 	5	 
	16.
	 	CHANGES IN ELECTIONS TO PURCHASE	 	 	6	 
	 
	 	a.     Ceasing Payroll Deductions or Periodic Payments	 	 	6	 
	 
	 	b.     Decreasing Payroll Deductions During a Purchase Period	 	 	6	 
	 
	 	c.     Modifying Payroll Deductions or Periodic Payments at the Start of an Offering Period	 	 	6	 
	17.
	 	TERMINATION OF EMPLOYMENT	 	 	6	 
	18.
	 	LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY	 	 	6	 
	19.
	 	FAILURE TO MAKE PERIODIC CASH PAYMENTS	 	 	7	 
	20.
	 	TERMINATION OF PARTICIPATION	 	 	7	 
	21.
	 	ASSIGNMENT	 	 	8	 
	22.
	 	APPLICATION OF FUNDS	 	 	8	 
	23.
	 	NO RIGHT TO CONTINUED EMPLOYMENT	 	 	8	 
	24.
	 	AMENDMENT OF PLAN	 	 	8	 
	25.
	 	TERM AND TERMINATION OF THE PLAN	 	 	8	 
	26.
	 	EFFECT OF CHANGES IN CAPITALIZATION	 	 	9	 
	 
	 	a.     Changes in Stock	 	 	9	 
	 
	 	b.     Reorganization in Which the Company Is the Surviving Corporation	 	 	9	 
	 
	 	c.     Corporate Transaction in Which the Company Is Not the Surviving Corporation and Change in Control Transactions
	 	 	9	 
	 
	 	d.     Adjustments	 	 	10	 
	 
	 	e.     No Limitations on Company	 	 	10	 
	27.
	 	GOVERNMENTAL REGULATION	 	 	10	 
	28.
	 	STOCKHOLDER RIGHTS	 	 	10	 
	29.
	 	RULE 16B-3	 	 	10	 
	30.
	 	PAYMENT OF PLAN EXPENSES	 	 	11	 



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CAPITALSOURCE INC.

EMPLOYEE STOCK PURCHASE PLAN



          The Board of Directors of the Company has adopted this Employee Stock
Purchase Plan to enable eligible employees of the Company and its Participating
Affiliates, through payroll deductions or other cash contributions, to purchase
shares of the Company’s Common Stock. The Plan is intended to benefit the
Company by increasing the employees’ interest in the Company’s growth and
success and encouraging employees to remain in the employ of the Company or its
Participating Affiliates. The provisions of the Plan are set forth below:




	1.	 	DEFINITIONS



          1.1.     “Board” means the Board of Directors of the Company.



          1.2.     “Code” means the Internal Revenue Code of 1986, as amended.



          1.3.     “Committee” means a committee of, and designated from time to time by
resolution of, the Board.



          1.4.     “Common Stock” means the Company’s common stock, par value $0.01 per
share.



          1.5.     “Company” means CapitalSource Inc.



          1.6.     “Effective Date” means July      , 2003, the date the Plan is approved
by the Board.



          1.7.     “Fair Market Value” means the value of each share of Common Stock
subject to the Plan on a given date determined as follows: if on such date the
shares of Common Stock are listed on an established national or regional stock
exchange, are admitted to quotation on The Nasdaq Stock Market, or are publicly
traded on an established securities market, the fair market value of the shares
of Common Stock shall be the closing price of the shares of Common Stock on
such exchange or in such market (the exchange or market selected by the Board
if there is more than one such exchange or market) on such date or, if there is
no such reported closing price, the fair market value shall be the mean between
the highest bid and lowest asked prices or between the high and low sale prices
on such day or, if no sale of the shares of Common Stock is reported for such
day, on the next preceding day on which any sale shall have been reported. If
the shares of Common Stock are not listed on such an exchange, quoted on such
System or traded on such a market, fair market value shall be determined by the
Board in good faith. Notwithstanding the foregoing, the Fair Market Value of
the Common Stock on the first day of the first Offering Period under the Plan
shall be deemed to be equal to the price per share at which the Common Stock is
sold in the initial public offering pursuant to the agreement between the
Company and the underwriter or underwriters managing the Company’s initial
public offering of its Common Stock (the “IPO”).


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          1.8.     “Offering Period” means the period determined by the Committee
pursuant to Section 8 during which payroll deductions or other cash payments
are accumulated for the purpose of purchasing Common Stock under the Plan.



          1.9.     “Participating Affiliate” means any company or other trade or
business that is a subsidiary of the Company (determined in accordance with the
principles of Sections 424(e) and (f) of the Code and the regulations
thereunder).



          1.10.     “Plan” means the CapitalSource Inc. Employee Stock Purchase Plan.



          1.11.     “Purchase Period” means the period designated by the Committee on
the last trading day of which purchases of Common Stock are made under the
Plan.



          1.12.     “Purchase Price” means the purchase price of each share of Common
Stock purchased under the Plan.




	2.	 	SHARES SUBJECT TO THE PLAN.



          Subject to adjustment as provided in Section 26 below, the aggregate
number of shares of Common Stock that may be made available for purchase by
participating employees under the Plan is two million (2,000,000). The shares
issuable under the Plan may, in the discretion of the Board, be authorized but
unissued shares, treasury shares, or shares purchased on the open market.




	3.	 	ADMINISTRATION.



          The Plan shall be administered under the direction of the Committee. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan.




	4.	 	INTERPRETATION.



          It is intended that the Plan will meet the requirements for an “employee
stock purchase plan” under Section 423 of the Code, and it is to be so applied
and interpreted. Subject to the express provisions of the Plan, the Committee
shall have authority to interpret the Plan, to prescribe, amend and rescind
rules relating to it, and to make all other determinations necessary or
advisable in administering the Plan, all of which determinations will be final
and binding upon all persons.




	5.	 	ELIGIBLE EMPLOYEES.



          Any employee of the Company or any of its Participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate: (a) an employee whose customary employment is for less than five
months in any calendar year; (b) an employee whose customary employment is 20
hours or less per week; and (c) an employee who, after exercising his or her
rights to purchase shares under the Plan, would own shares of Common Stock
(including shares that may be acquired under any outstanding options)
representing five percent or more of the total combined voting power of all
classes of stock



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of the Company. The Board may at any time in its sole discretion, if it
deems it advisable to do so, terminate the participation of the employees of a
particular Participating Affiliate.



	6.	 	PARTICIPATION IN THE PLAN.



          An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company. The
form will authorize: (i) payment of the Purchase Price by payroll deductions,
and if authorized by the Committee, payment of the Purchase Price by means of
periodic cash payments from participating employees, and (ii) the purchase of
shares of Common Stock for the employee’s account in accordance with the terms
of the Plan. Enrollment will become effective upon the first day of an
Offering Period. Notwithstanding the forgoing, the Committee may, in its
discretion, also choose to automatically enroll eligible employees in the Plan
in connection with the first Offering Period coinciding with the Company’s IPO.
Eligible employees who are automatically enrolled in the Plan shall be deemed
to have elected to purchase Common Stock with a total Purchase Price fixed by
the Committee at the time of the first Offering Period and payable as a lump
sum, which total Purchase Price shall in no event be more than $25,000.




	7.	 	OFFERINGS.



          At the time an eligible employee submits his or her election to
participate in the Plan (as provided in Section 6 above), the employee shall
elect to have deductions made from his or her pay on each pay day following his
or her enrollment in the Plan, and for as long as he or she shall participate
in the Plan. The deductions will be credited to the participating employee’s
account under the Plan. No interest shall accrue on the payroll deductions of
a participating employee. Pursuant to Section 6 above, the Committee shall
also have the authority to authorize in the election form the payment for
shares of Common Stock through cash payments from participating employees. An
employee may not during any Offering Period change his or her percentage of
payroll deduction for that Offering Period, nor may an employee withdraw any
contributed funds, other than in accordance with Sections 16 through 20 below.




	8.	 	OFFERING PERIODS AND PURCHASE PERIODS.



          The commencement date and duration of the Offering Periods and Purchase
Periods shall be determined by the Committee; provided,
that, the duration of
each Offering Period shall not exceed 27 months. Each Offering Period shall
consist of one or more Purchase Periods, as determined by the Committee.
[Notwithstanding the foregoing, the first Offering Period under the Plan shall
commence at the effective time of the Company’s IPO and terminate on December
31, 2003.]




	9.	 	RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.



          Rights to purchase shares of Common Stock will be deemed granted to
participating employees as of the first trading day of each Offering Period.
The Purchase Price of each share of Common Stock shall be determined by the
Committee; provided, however, that the Purchase Price shall not be less than
the lesser of 85 percent of the Fair Market Value of



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the Common Stock (i) on the first trading day of the Offering Period or
(ii) on the last trading day of the Purchase Period;
provided, further, that in
no event shall the Purchase Price be less than the par value of the Common
Stock.



	10.	 	TIMING OF PURCHASE



          Unless a participating employee has given prior written notice terminating
such employee’s participation in the Plan, or the employee’s participation in
the Plan has otherwise been terminated as provided in Sections 16 through 20
below, such employee will be deemed to have exercised automatically his or her
right to purchase Common Stock on the last trading day of the Purchase Period
(except as provided in Section 16 below) for the number of shares of Common
Stock which the accumulated funds in the employee’s account at that time will
purchase at the Purchase Price, subject to the participation adjustment
provided for in Section 15 below and subject to adjustment under Section 26
below.




	11.	 	PURCHASE LIMITATION



          Notwithstanding any other provision of the Plan, no employee may purchase
in any one calendar year under the Plan and all other “employee stock purchase
plans” of the Company and its Participating Affiliates shares of Common Stock
having an aggregate Fair Market Value in excess of $25,000, determined as of
the first trading date of the Offering Period as to shares purchased during
such period. In addition, the Committee or the Board may impose a limit on the
number of shares or the value of shares that an employee may purchase in each
Offering or Purchase Period; provided, that, such limitations shall be imposed
prior to the start of the relevant Offering or Purchase Period. Effective upon
the last trading day of the Purchase Period, a participating employee will
become a stockholder with respect to the shares purchased during such period.




	12.	 	ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES.



          On the last trading day of the Purchase Period, a participating employee
will be credited with the number of shares of Common Stock purchased for his or
her account under the Plan during such Purchase Period. Shares purchased under
the Plan will be held in the custody of an agent (the “Agent”) appointed by the
Board of Directors. The Agent may hold the shares purchased under the Plan in
stock certificates in nominee names and may commingle shares held in its
custody in a single account or stock certificate without identification as to
individual participating employees. Notwithstanding the foregoing, the Company
may satisfy any requirement to issue stock certificates under this Plan through
the use of the book-entry method.



          The Committee shall have the right to require any or all of the following
with respect to shares of Common Stock purchased under the Plan:



               (i)     that a participating employee may not request that all or part of the
shares of Common Stock be reissued in the employee’s own name and the stock
certificates



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delivered to the employee until two years (or such shorter period
of time as the Committee may designate) have elapsed since the first day of the Offering Period in
which the shares were purchased and one year has elapsed since the day the
shares were purchased (the “Section 423 Holding Period”);


               (ii)     that all sales of shares during the Section 423 Holding Period
applicable to such shares be performed through a licensed broker acceptable to
the Company; and



               (iii)     that participating employees abstain from selling or otherwise
transferring shares of Common Stock purchased pursuant to the Plan for a period
lasting up to two years from the date the shares were purchased pursuant to the
Plan.




	13.	 	WITHHOLDING OF TAXES.



          To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Common Stock
purchased under the Plan, the Company may withhold amounts needed to cover such
taxes from any payments otherwise due and owing to the participating employee
or from shares that would otherwise be issued to the participating employee
hereunder. Any participating employee who sells or otherwise transfers shares
purchased under the Plan within two years after the beginning of the Offering
Period in which the shares were purchased must within 30 days of such transfer
notify the payroll department of the Company in writing of such transfer.




	14.	 	ACCOUNT STATEMENTS.



          The Company will cause the Agent to deliver to each participating employee
a statement for each Purchase Period during which the employee purchases Common
Stock under the Plan, reflecting the amount of payroll deductions during the
Purchase Period, the number of shares purchased for the employee’s account, the
price per share of the shares purchased for the employee’s account and the
number of shares held for the employee’s account at the end of the Purchase
Period.




	15.	 	PARTICIPATION ADJUSTMENT.



          If in any Purchase Period the number of unsold shares that may be made
available for purchase under the Plan pursuant to Section 2 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 10 above, a participation
adjustment will be made, and the number of shares purchasable by all
participating employees will be reduced proportionately. Any funds then
remaining in a participating employee’s account after such exercise will be
refunded to the employee.



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	16.	 	CHANGES IN ELECTIONS TO PURCHASE.



          a.     Ceasing Payroll Deductions or Periodic Payments



                    A participating employee may, at any time prior to the last trading day of
the Purchase Period, by written notice to the Company, direct the Company to
cease payroll deductions (or, if the payment for shares is being made through
periodic cash payments, notify the Company that such payments will be terminated), in accordance
with the following alternatives:



                    (i)     The employee’s option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Purchase Period, with
the amount then credited to the employee’s account; or



                    (ii)     Withdraw the amount in such employee’s account and terminate such
employee’s option to purchase.



          b.     Decreasing Payroll Deductions During a Purchase Period



                    A participating employee may decrease his or her rate of contribution once
during a Purchase Period by delivering to the Company a new form regarding
election to participate in the Plan under Section 6 above.



          c.     Modifying Payroll Deductions or Periodic Payments at the Start of an Offering Period



                    Any participating employee may increase or decrease his or her payroll
deduction or periodic cash payments, to take effect on the first day of the
next Offering Period, by delivering to the Company a new form regarding his or
her election to participate in the Plan under Section 6 above.




	17.	 	TERMINATION OF EMPLOYMENT.



          In the event a participating employee leaves the employ of the Company or
a Participating Affiliate for any reason prior to the last day of the Purchase
Period, except under circumstances described in Section 18 below, the amount in
the employee’s account will be distributed to the employee (or to the
employee’s beneficiary, or estate in the case a beneficiary is not named, in
the case of the employee’s death) and the employee’s option to purchase will
terminate.




	18.	 	LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY.



          Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the
employee from work due to lay-off, authorized leave of absence or disability
or, if the employee so elects, periodic payments for such shares may continue
to be made in cash.



          If such employee returns to active service prior to the last day of the
Purchase Period, the employee’s payroll deductions will be resumed and if said
employee did not



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make periodic cash payments during the employee’s period of
absence, the employee shall, by written notice to the Company’s Payroll
Department within 10 days after the employee’s return to active service, but
not later than the last day of the Purchase Period, elect:


          (a)     To make up any deficiency in the employee’s account resulting from a
suspension of payroll deductions by an immediate cash payment;



          (b)     Not to make up such deficiency, in which event the number of shares to
be purchased by the employee shall be reduced to the number of whole shares
which may be purchased with the amount, if any, then credited to the employee’s
account plus the aggregate amount, if any, of all payroll deductions to be made
thereafter; or



          (c)     Withdraw the amount in the employee’s account and terminate the
employee’s option to purchase.



          A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Purchase Period shall deliver written notice
to his or her employer on or before the last day of the Purchase Period,
electing one of the alternatives provided in the foregoing clauses (a), (b) and
(c) of this Section 18. If any employee fails to deliver such written notice
within 10 days after the employee’s return to active service or by the last day
of the Purchase Period, whichever is earlier, the employee shall be deemed to
have elected subsection 18(c) above.



          If the period of a participating employee’s lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Purchase
Period, and the employee shall not resume active employment with the Company or
a Participating Affiliate, the employee shall receive a distribution in
accordance with the provisions of Section 17 of this Plan.




	19.	 	FAILURE TO MAKE PERIODIC CASH PAYMENTS.



          Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan by the participating employee.




	20.	 	TERMINATION OF PARTICIPATION.



          A participating employee will be refunded all moneys in his or her
account, and his or her participation in the Plan will be terminated if either
(a) the Board elects to terminate the Plan as provided in Section 25 below, or
(b) the employee ceases to be eligible to participate in the Plan under Section
5 above. As soon as practicable following termination of an employee’s
participation in the Plan, the Company will deliver to the employee a check
representing the amount in the employee’s account and a stock certificate
representing the number of whole shares held in the employee’s account. Once
terminated, participation may not be reinstated for the then current Offering
Period, but, if otherwise eligible, the employee may elect to participate in
any subsequent Offering Period.



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	21.	 	ASSIGNMENT.



          No participating employee may assign his or her rights to purchase shares
of Common Stock under the Plan, whether voluntarily, by operation of law or
otherwise. Any payment of cash or issuance of shares of Common Stock under the
Plan may be made only to the participating employee (or, in the event of the
employee’s death, to the employee’s beneficiary (or estate in the case a
beneficiary is not named)).




	22.	 	APPLICATION OF FUNDS.



          All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Common Stock and/or
refunded to participating employees. Participating employees’ accounts will
not be segregated.




	23.	 	NO RIGHT TO CONTINUED EMPLOYMENT.



          Neither the Plan nor any right to purchase Common Stock under the Plan
confers upon any employee any right to continued employment with the Company or
any of its Participating Affiliates, nor will an employee’s participation in
the Plan restrict or interfere in any way with the right of the Company or any
of its Participating Affiliates to terminate the employee’s employment at any
time.




	24.	 	AMENDMENT OF PLAN.



          The
Board may, at any time, amend the Plan in any respect; provided,
however, that without approval of the stockholders of the Company no amendment
shall be made (a) increasing the number of shares specified in Section 2 above
that may be made available for purchase under the Plan (except as provided in
Section 26 below) or (b) changing the eligibility requirements for
participating in the Plan. No amendment may be made that impairs the vested
rights of participating employees.




	25.	 	TERM AND TERMINATION OF THE PLAN.



          The Plan shall be effective as of the Effective Date, subject to approval
of the Plan by the stockholders of the Company; provided,
however, that upon
approval of the Plan by the stockholders of the Company, all rights to purchase
shares granted under the Plan on or after the Effective Date shall be fully
effective as if the stockholders of the Company had approved the Plan on the
Effective Date. If the stockholders fail to approve the Plan on or before one
year after the Effective Date, the Plan shall terminate, any rights to purchase
shares granted hereunder shall be null and void and of no effect, and all
contributed funds shall be refunded to participating employees. No shares
shall be sold pursuant to the Plan unless the Plan is approved by the Company’s
stockholders in accordance with this Section 25. The Board may terminate the
Plan at any time and for any reason or for no reason, provided that such
termination shall not impair any rights of participating employees that have
vested at the time of termination. In any event, the Plan shall, without
further action of the Board, terminate ten (10) years after the date of
adoption of the Plan by the Board or, if earlier, at such time as all shares of
Common Stock that may be made available for purchase under the Plan pursuant to
Section 2 above have been issued.



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	26.	 	EFFECT OF CHANGES IN CAPITALIZATION.



          a.     Changes in Stock.



                    If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange
of shares, stock dividend, or other distribution payable in capital stock, or
other increase or decrease in such shares effected without receipt of
consideration by the Company occurring after the Effective Date, the number and
kinds of shares that may be purchased under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and
kind of shares for which rights are outstanding shall be similarly adjusted so
that the proportionate interest of a participating employee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding rights
shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such rights, but shall include a
corresponding proportionate adjustment in the Purchase Price per share.
Notwithstanding the foregoing, in the event of a spin-off that results in no
change in the number of outstanding shares of the Common Stock of the Company,
the Company may, in such manner as the Company deems appropriate, adjust (i)
the number and kind of shares for which rights are outstanding under the Plan,
and (ii) the Purchase Price per share.



          b.     Reorganization in Which the Company Is the Surviving Corporation.



                    Subject to Section c, if the Company shall be the surviving corporation in
any reorganization, merger or consolidation of the Company with one or more
other corporations, all outstanding rights under the Plan shall pertain to and
apply to the securities to which a holder of the number of shares of Common
Stock subject to such rights would have been entitled immediately following
such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Purchase Price per share so that the aggregate
Purchase Price thereafter shall be the same as the aggregate Purchase Price of
the shares subject to such rights immediately prior to such reorganization,
merger or consolidation.



          c.     Corporate Transaction in Which the Company Is Not the Surviving
Corporation and Change in Control Transactions.



                    Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Company is the surviving corporation) approved
by the Board that results in any person or entity owning more than 80 percent
of the combined voting power of all classes of stock of the Company, the Plan
and all rights outstanding hereunder shall terminate, except to the extent
provision is made in writing in connection with such transaction for the
continuation of the Plan and/or



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the assumption of the rights theretofore
granted, or for the substitution for such rights of new rights covering the
stock of a successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and exercise
prices, in which event the Plan and rights theretofore granted shall continue
in the manner and under the terms so provided. In the event of any such
termination of the Plan, the Offering Period and the Purchase Period shall be
deemed to have ended on the last trading day prior to such termination, and in
accordance with Section 12 above the rights of each participating employee then
outstanding shall be deemed to be automatically exercised on such last trading
day. The Board shall send written notice of an event that will result in
such a termination to all participating employees at least ten (10) days prior
to the date upon which the Plan will be terminated.


          d.     Adjustments.



                    Adjustments under this Section 26 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.



          e.     No Limitations on Company.



                    The grant of a right pursuant to the Plan shall not affect or limit in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.




	27.	 	GOVERNMENTAL REGULATION.



          The Company’s obligation to issue, sell and deliver shares of Common Stock
pursuant to the Plan is subject to such approval of any governmental authority
and any national securities exchange or other market quotation system as may be
required in connection with the authorization, issuance or sale of such shares.




	28.	 	STOCKHOLDER RIGHTS.



          The Company will deliver to each participating employee who purchases
shares of Common Stock under the Plan, as promptly as practicable by mail or
otherwise, all notices of meetings, proxy statements, proxies and other
materials distributed by the Company to its stockholders. Any shares of Common
Stock held by the Agent for an employee’s account will be voted in accordance
with the employee’s duly delivered and signed proxy instructions. There will
be no charge to participating employees in connection with such notices,
proxies and other materials.




	29.	 	RULE 16B-3.



          Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Securities
Exchange Act of 1934, as amended. If any provision of the Plan or action by
the Board fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Board.



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Moreover, in the event the
Plan does not include a provision required by Rule 16b-3 to be stated herein,
such provision (other than one relating to eligibility requirements, or the
price and amount of awards) shall be deemed automatically to be incorporated by
reference into the Plan.



	30.	 	PAYMENT OF PLAN EXPENSES.



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



* * *



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          This Plan was duly adopted and approved by the Board of Directors of the
Company on the      of      , 2003.




	 	 
	 	

	 	Steven A. Museles
	 	Chief Legal Officer and Secretary



          This Plan was duly approved by the stockholders of the Company on the
     of      , 2003.




	 	 
	 	

	 	[                                       ]
	 	Secretary




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