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                                                                     EXHIBIT 4.1

                                  INTEVAC, INC.

                        2003 EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the 2003 Employee Stock
Purchase Plan of Intevac, Inc. Capitalized terms used herein shall have the
meanings assigned to such terms in the attached Appendix.

         1.       Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Code. The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.

         2.       Eligibility.

                  (a)      Offering Periods. Any individual who is an Employee
as of the Enrollment Date of any Offering Period under this Plan shall be
eligible to participate in such Offering Period, subject to the requirements of
Section 4. Additionally, provided that an individual is an Employee as of a
Semi-Annual Entry Date within an Offering Period, such individual may enter such
Offering Period on such Semi-Annual Entry Date.

                  (b)      Limitations. Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted a purchase right under
the Plan (i) to the extent that, immediately after the grant, such Employee (or
any other person whose stock would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own capital stock of the Company or any Parent
or Subsidiary of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Parent or
Subsidiary of the Company, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans (as defined in Section
423 of the Code) of the Company or any Parent or Subsidiary of the Company
accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of
stock (determined at the Fair Market Value of the stock at the time such
purchase right is granted) for each calendar year in which such purchase right
is outstanding at any time.

         3.       Offering Periods. The Plan shall be implemented by a series of
successive Offering Periods, with such succession continuing thereafter until
(i) the maximum number of shares of Common Stock available for issuance under
the Plan have been purchased, or (ii) terminated in accordance with Section 19.
Each new Offering Period shall commence on such date as determined by the
Administrator; provided, however, that the first Offering Period shall commence
on the first Trading Day on or after August 1, 2003. The Administrator shall
have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without stockholder
approval if such change is announced prior to the scheduled beginning of the
first Offering Period to be affected thereafter, except as provided in Section
23.

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         4.       Participation.

                  (a)      First Purchase Interval in the Offering Period. An
Employee who is eligible to participate in the Plan pursuant to Section 2 shall
be entitled to participate in the first Purchase Interval in the first Offering
Period only if such individual submits to the Company's payroll office (or its
designee), a properly completed subscription agreement authorizing payroll
deductions in the form provided by the Administrator for such purpose (i) no
earlier than the effective date of the Form S-8 registration statement with
respect to the issuance of Common Stock under this Plan and (ii) no later than
five (5) business days from the effective date of such S-8 registration
statement (the "Enrollment Window"). An eligible Employee's failure to submit
the subscription agreement during the Enrollment Window shall result in the
automatic termination of such individual's participation in the Offering Period.

                  (b)      Subsequent Purchase Intervals and Offering Periods.
An Employee who is eligible to participate in the Plan pursuant to Section 2 may
become a participant by (i) submitting to the Company's payroll office (or its
designee), on or before a date prescribed by the Administrator prior to an
applicable Enrollment Date or Semi-Annual Entry Date, a properly completed
subscription agreement authorizing payroll deductions in the form provided by
the Administrator for such purpose, or (ii) following an electronic or other
enrollment procedure prescribed by the Administrator.

         5.       Payroll Deductions.

                  (a)      At the time a participant enrolls in the Plan
pursuant to Section 4, he or she shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each such payday;
provided, that should a payday occur on a Purchase Date, a participant shall
have the payroll deductions made on such payday applied to his or her account
under the new Offering Period or Purchase Interval, as the case may be. A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 9.

                  (b)      Payroll deductions authorized by a participant shall
commence on the first payday following the Entry Date and shall end on the last
payday in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 9; provided,
however, that for the first Offering Period, payroll deductions shall commence
on the first payday on or following the end of the Enrollment Window.

                  (c)      All payroll deductions made for a participant shall
be credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (d)      A participant may (i) discontinue his or her
participation in the Plan as provided in Section 9, (ii) increase the rate of
his or her payroll deductions once during each Purchase Interval, and (iii)
decrease the rate of his or her payroll deductions once during each Purchase
Interval by (x) properly completing and submitting to the Company's payroll
office (or its designee), on or before a date prescribed by the Administrator
prior to an applicable Purchase Date, a new subscription agreement authorizing
the change in payroll deduction rate in the form provided

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by the Administrator for such purpose, or (y) following an electronic or other
procedure prescribed by the Administrator. If a participant has not followed
such procedures to change the rate of payroll deductions, the rate of his or her
payroll deductions shall continue at the originally elected rate throughout the
Offering Period and future Offering Periods (unless terminated as provided in
Section 9). The Administrator may, in its sole discretion, change or institute
any limit as to the nature and/or number of payroll deduction rate changes that
may be made by participants during any Offering Period. Any change in payroll
deduction rate made pursuant to this Section 5(d) shall be effective as of the
first full payroll period following five (5) business days after the date on
which the change is made by the participant (unless the Administrator, in its
sole discretion, elects to process a given change in payroll deduction rate more
quickly).

                  (e)      Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 2(b), a
participant's payroll deductions may be decreased to zero percent (0%) at any
time during a Purchase Interval. Payroll deductions shall recommence at the rate
originally elected by the participant effective as of the beginning of the first
Purchase Interval which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 9.

                  (f)      At the time the purchase right is exercised, in whole
or in part, or at the time some or all of the Company's Common Stock issued
under the Plan is disposed of, the participant must make adequate provision for
the Company's federal, state, or other tax withholding obligations, if any, that
arise upon the exercise of the purchase right or the disposition of the Common
Stock. At any time, the Company may, but shall not be obligated to, withhold
from the participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to the sale
or early disposition of Common Stock by the Employee.

         6.       Grant of Purchase Right. On the Enrollment Date of each
Offering Period, or the Semi-Annual Entry Date of each Offering Period for each
Employee who entered such Offering Period on a Semi-Annual Entry Date, each
Employee participating in such Offering Period shall be granted a purchase right
to purchase on each Purchase Date during such Offering Period (at the applicable
Purchase Price) up to a number of shares of Common Stock determined by dividing
such participant's payroll deductions accumulated prior to such Purchase Date
and retained in the participant's account as of the Purchase Date by the
applicable Purchase Price; provided that in no event shall a participant be
permitted to purchase during each Purchase Interval more than 750 shares of
Common Stock (subject to any adjustment pursuant to Section 18), and provided
further that such purchase shall be subject to the limitations set forth in
Sections 2(b) and 8. The Employee may accept the grant of such purchase right by
electing to participate in the Plan in accordance with the requirements of
Section 4. The Administrator may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of Common
Stock that a participant may purchase during each Purchase Interval of such
Offering Period. Exercise of the purchase right shall occur as provided in
Section 7, unless the participant has withdrawn pursuant to Section 9. The
purchase right shall expire on the last day of the Offering Period.

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         7.       Exercise of Purchase Right.

                  (a)      Unless a participant withdraws from the Plan as
provided in Section 9, his or her purchase right for the purchase of shares of
Common Stock shall be exercised automatically on the Purchase Date, and the
maximum number of full shares subject to purchase right shall be purchased for
such participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account. No fractional shares of Common Stock shall be
purchased; any payroll deductions accumulated in a participant's account which
are not sufficient to purchase a full share shall be retained in the
participant's account for the subsequent Purchase Interval or Offering Period,
subject to earlier withdrawal by the participant as provided in Section 9. Any
other funds left over in a participant's account after the Purchase Date shall
be returned to the participant. During a participant's lifetime, a participant's
purchase right to purchase shares hereunder is exercisable only by him or her.

                  (b)      Notwithstanding any contrary Plan provision, if the
Administrator determines that, on a given Purchase Date, the number of shares of
Common Stock with respect to which purchase rights are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on an Entry Date of the applicable Offering Period, or (ii) the
number of shares of Common Stock available for sale under the Plan on such
Purchase Date, the Administrator may in its sole discretion (x) provide that the
Company shall make a pro rata allocation of the shares of Common Stock available
for purchase on such Entry Date or Purchase Date, as applicable, in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all participants exercising purchase rights to purchase
Common Stock on such Purchase Date, and continue the Offering Period then in
effect, or (y) provide that the Company shall make a pro rata allocation of the
shares of Common Stock available for purchase on such Entry Date or Purchase
Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants
exercising purchase rights to purchase Common Stock on such Purchase Date, and
terminate the Offering Period then in effect pursuant to Section 19. The Company
may make pro rata allocation of the shares of Common Stock available on the
Entry Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional shares of Common Stock for
issuance under the Plan by the Company's shareholders subsequent to such Entry
Date.

         8.       Delivery. As soon as administratively practicable after each
Purchase Date on which a purchase of shares of Common Stock occurs, the Company
shall arrange the delivery to each participant, the shares purchased upon
exercise of his or her purchase right in a form determined by the Administrator
(in its sole discretion). No participant shall have any voting, dividend, or
other shareholder rights with respect to shares of Common Stock subject to any
purchase right granted under the Plan until such shares have been purchased and
delivered to the participant as provided in this Section 8.

         9.       Withdrawal.

                  (a)      Under procedures established by the Administrator, a
participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her purchase
right under the Plan at any time by (i) submitting to the Company's payroll
office (or its designee) a written notice of withdrawal in the form prescribed
by

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the Administrator for such purpose, or (ii) following an electronic or other
withdrawal procedure prescribed by the Administrator. All of the participant's
payroll deductions credited to his or her account shall be paid to such
participant as promptly as practicable after the effective date of his or her
withdrawal and such participant's purchase right for the Offering Period shall
be automatically terminated, and no further payroll deductions for the purchase
of shares shall be made for such Offering Period. If a participant withdraws
from an Offering Period, payroll deductions shall not resume at the beginning of
the succeeding Offering Period unless the participant re-enrolls in the Plan in
accordance with the provisions of Section 4.

                  (b)      A participant's withdrawal from an Offering Period
shall not have any effect upon his or her eligibility to participate in any
similar plan that may hereafter be adopted by the Company or in succeeding
Offering Periods that commence after the termination of the Offering Period from
which the participant withdraws.

         10.      Termination of Employment. In the event a participant ceases
to be an Employee of an Employer, his or her purchase right shall immediately
expire and any payroll deductions credited to such participant's account during
the Offering Period but not yet used to purchase shares of Common Stock under
the Plan shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 14, and such
participant's purchase right shall be automatically terminated.

         11.      Interest. No interest shall accrue on the payroll deductions
of a participant in the Plan.

         12.      Stock.

                  (a)      Subject to adjustment upon changes in capitalization
of the Company as provided in Section 18, the maximum number of shares of Common
Stock which shall be made available for sale under the Plan shall be 250,000
shares plus any shares which have been reserved but not issued under the
Company's 1995 Employee Stock Purchase Plan as of the date of its termination.

                  (b)      Shares of Common Stock to be delivered to a
participant under the Plan shall be registered in the name of the participant or
in the name of the participant and his or her spouse.

         13.      Administration. The Administrator shall administer the Plan
and shall have full and exclusive discretionary authority to construe, interpret
and apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination
made by the Administrator shall, to the full extent permitted by law, be final
and binding upon all parties.

         14.      Designation of Beneficiary.

                  (a)      A participant may designate a beneficiary who is to
receive any shares of Common Stock and cash, if any, from the participant's
account under the Plan in the event of such participant's death subsequent to an
Purchase Date on which the purchase right is exercised but prior to delivery to
such participant of such shares and cash. In addition, a participant may
designate a beneficiary who is to receive any cash from the participant's
account under the Plan in the event of

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such participant's death prior to exercise of the purchase right. If a
participant is married and the designated beneficiary is not the spouse, spousal
consent shall be required for such designation to be effective.

                  (b)      In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

                  (c)      All beneficiary designations under this Section 14
shall be made in such form and manner as the Administrator may prescribe from
time to time.

         15.      Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of a purchase
right or to receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 14) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw from an Offering Period in accordance with Section 9.

         16.      Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions. Until
shares of Common Stock are issued under the Plan (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), a participant shall only have the rights of an unsecured
creditor with respect to such shares.

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

         18.      Adjustments, Dissolution, Liquidation, Merger or Change of
Control.

                  (a)      Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company, or
other change in the corporate structure of the Company affecting the Common
Stock such that an adjustment is determined by the Administrator (in its sole
discretion) to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Administrator shall, in such manner as it may deem equitable, adjust
the number and class of Common Stock which may be delivered under the Plan, the
Purchase Price per share and the

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number of shares of Common Stock covered by each purchase right under the Plan
which has not yet been exercised, and the numerical limits of Section 6.

                  (b)      Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Purchase Date (the "New Purchase
Date"), and shall terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless provided otherwise by the Board. The
New Purchase Date shall be before the date of the Company's proposed dissolution
or liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Purchase Date, that the Purchase Date for
the participant's purchase right has been changed to the New Purchase Date and
that the participant's purchase right shall be exercised automatically on the
New Purchase Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 9.

                  (c)      Merger or Change of Control. In the event of a merger
of the Company with or into another corporation or a Change of Control, each
outstanding purchase right shall be assumed or an equivalent purchase right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the purchase right, the Purchase Interval then in
progress shall be shortened by setting a new Purchase Date (the "New Purchase
Date") and the Offering Period then in progress shall end on the New Purchase
Date. The New Purchase Date shall be before the date of the Company's proposed
merger or Change of Control. The Administrator shall notify each participant in
writing, at least ten (10) business days prior to the New Purchase Date, that
the Purchase Date for the participant's purchase right has been changed to the
New Purchase Date and that the participant's purchase right shall be exercised
automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 9.

         19.      Amendment or Termination.

                  (a)      The Administrator may at any time and for any reason
terminate or amend the Plan. Except as otherwise provided in the Plan, no such
termination can affect purchase rights previously granted under the Plan,
provided that an Offering Period may be terminated by the Administrator on any
Purchase Date if the Administrator determines that the termination of the Plan
is in the best interests of the Company and its stockholders. Except as provided
in Section 18 and this Section 19, no amendment may make any change in any
purchase right theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain stockholder approval in such a manner
and to such a degree as required.

                  (b)      Without stockholder consent and without regard to
whether any participant rights may be considered to have been "adversely
affected," the Administrator shall be entitled to change the Offering Periods,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or

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accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Administrator determines in its sole discretion
advisable which are consistent with the Plan.

                  (c)      In the event the Administrator determines that the
ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

                           (i)      altering the Purchase Price for any Offering
Period including an Offering Period underway at the time of the change in
Purchase Price;

                           (ii)     shortening any Offering Period so that
Offering Period ends on a new Purchase Date, including an Offering Period
underway at the time of the Board action; and

                           (iii)    allocating shares.

Such modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.

         20.      Notices. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21.      Conditions Upon Issuance of Shares. Shares of Common Stock
shall not be issued with respect to a purchase right under the Plan unless the
exercise of such purchase right and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
including the rules and regulations promulgated thereunder, the Exchange Act and
the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

                  As a condition to the exercise of a purchase right, the
Company may require the person exercising such purchase right to represent and
warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.

         22.      Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect until terminated pursuant to Section 19.

         23.      Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Purchase Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period

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shall be automatically withdrawn from such Offering Period immediately after the
exercise of their purchase right on such Purchase Date and automatically
re-enrolled in the immediately following Offering Period and the current
Offering Period shall automatically terminate after such purchase of shares on
the Purchase Date. The Administrator may shorten the duration of such new
Offering Period within five (5) business days following the start date of such
new Offering Period.

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                                    APPENDIX

         The following definitions shall be in effect under the Plan:

                  Definitions.

                  (a)      "Administrator" means the Board or any committee
thereof designated by the Board in accordance with Section 13.

                  (b)      "Board" means the Board of Directors of the Company.

                  (c)      "Change of Control" means the occurrence of any of
the following events:

                           (i)      Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company's then outstanding voting securities; or

                           (ii)     The consummation of the sale or disposition
by the Company of all or substantially all of the Company's assets; or

                           (iii)    The consummation of a merger or
consolidation of the Company, with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company, or such surviving
entity or its parent outstanding immediately after such merger or consolidation.

                           (iv)     A change in the composition of the Board, as
a result of which fewer than a majority of the Directors are Incumbent
Directors. "Incumbent Directors" means Directors who either (A) are Directors as
of the effective date of the Plan (pursuant to Section 22), or (B) are elected,
or nominated for election, to the Board with the affirmative votes of at least a
majority of those Directors whose election or nomination was not in connection
with any transaction described in subsections (i), (ii) or (iii) or in
connection with an actual or threatened proxy contest relating to the election
of Directors of the Company.

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

                  (e)      "Common Stock" means the common stock of the Company.

                  (f)      "Company" means Intevac, Inc., a California
corporation.

                  (g)      "Compensation" means an Employee's base straight time
gross earnings, but exclusive of payments for commissions, overtime, shift
premium and other compensation.

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                  (h)      "Designated Subsidiary" means any Subsidiary that has
been designated by the Administrator from time to time in its sole discretion as
eligible to participate in the Plan.

                  (i)      "Director" means a member of the Board.

                  (j)      "Employee" means any individual who is a common law
employee of an Employer and is customarily employed for at least twenty (20)
hours per week and more than five (5) months in any calendar year by the
Employer. For purposes of the Plan, the employment relationship shall be treated
as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

                  (k)      "Employer" means any one or all of the Company and
its Designated Subsidiaries.

                  (l)      "Enrollment Date" means the first Trading Day of each
Offering Period.

                  (m)      "Entry Date" means the Enrollment Date or Semi-Annual
Entry Date on which an individual becomes a participant in the Plan.

                  (n)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (o)      "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
the Common Stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the date of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable, or;

                           (ii)     If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable, or;

                           (iii)    In the absence of an established market for
the Common Stock, its Fair Market Value shall be determined in good faith by the
Administrator.

         (p)      "Offering Periods" means the successive periods of
approximately twenty-four (24) months, each comprised of one or more successive
Purchase Intervals. The duration and timing of Offering Periods may be changed
pursuant to Section 3 of this Plan.

         (q)      "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

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         (r)      "Plan" means this 2003 Employee Stock Purchase Plan.

         (s)      "Purchase Date" means the last Trading Day in January and July
of each year. The first Purchase Date under the Plan shall be January 30, 2004.

         (t)      "Purchase Interval" shall mean the approximately six (6) month
period running from the first Trading Day in February of each year through the
last Trading Day in July of each year or from the first Trading Day in August of
each year through the last Trading Day in January of the following year.
However, the initial Purchase Interval shall commence on the Enrollment Date of
the first Offering Period and end on the last Trading Day in January 2004.

         (u)      "Purchase Price" means, for each participant, an amount equal
to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock
on (i) the Participant's Entry Date into that Offering Period, or (ii) on the
Purchase Date, whichever is lower; provided however, that the Purchase Price may
be adjusted by the Administrator pursuant to Section 19.

         (v)      "Semi-Annual Entry Date" means the first Trading Day of each
Purchase Interval provided that such Trading Day is not an Enrollment Date.

         (w)      "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         (x)      "Trading Day" means a day on which the U.S. national stock
exchanges and the Nasdaq System are open for trading.

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