EXHIBIT 10.2


 


FARGO ELECTRONICS, INC.


2001 EMPLOYEE STOCK PURCHASE PLAN


(as
amended December 2005)


 


1.                                       Purpose.


 


The purpose of this 2001
Employee Stock Purchase Plan (the “Plan”) is to advance the interests of Fargo
Electronics, Inc. (“the Company”) and its stockholders by providing
eligible employees of the Company and its Participating Subsidiaries with an
opportunity to acquire an ownership interest in the Company through the
purchase of Common Stock of the Company on favorable terms through payroll deductions.
The Company intends that the Plan qualify as an “employee stock purchase plan”
under Section 423 of the Code. Accordingly, provisions of the Plan will be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 423 of the Code.


 


2.                                       Definitions.


 


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


 


2.2                                 “Change
in Control” means an event described in Section 10.1 of the Plan.


 


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


 


2.4                                 “Committee”
means the group of individuals administering the Plan, as provided in Section 3
of the Plan.


 


2.5                                 “Common
Stock” means the common stock, par value $.01 per share, of the Company, or
the number and kind of shares of stock or other securities into which such
common stock may be changed in accordance with Section 4.3 of the
Plan.


 


2.6                                 “Compensation”
means all gross cash compensation (including wage, salary, incentive, bonus,
commission and overtime earnings) paid by the Company or any Participating Subsidiary
to a Participant, including amounts that would have constituted compensation
but for a Participant’s election to defer or reduce compensation pursuant to
any deferred compensation, cafeteria, capital accumulation or any other similar
plan of the Company; provided, however, that the Committee, in its sole
discretion, may expand or limit the amounts that will be deemed
compensation for purposes of the Plan in such manner as it deems appropriate.


 


2.7                                 “Designated
Broker” has the meaning set forth in Section 5.1 of this Plan.


 


2.8                                 “Eligible
Employee” means any employee of the Company or a Participating Subsidiary
(other than an employee whose customary employment with the Company or a
Participating Subsidiary is for 20 hours or less per week or five months or
less per calendar year) who, with respect to any Offering Period, has been
continuously employed by the Company or a Participating Subsidiary for at least
one month prior to the Offering Commencement Date for such Offering Period. With
respect to a Subsidiary that has been acquired by the Company and designated as
a Participating Subsidiary or a Subsidiary that is otherwise subsequently 


 

















 


designated by the Committee as a Participating
Subsidiary, the period of employment of employees of such Participating
Subsidiary occurring prior to the time of such acquisition or designation will
be included for purposes of determining whether an employee has been employed
for the requisite period of time under the Plan.


 


2.9                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.10                           “Fair
Market Value” means, with respect to the Common Stock, as of any date (or,
if no shares were traded or quoted on such date, as of the next preceding date
on which there was such a trade or quote) (a) the mean between the
reported high and low sale prices of the Common Stock at the end of the regular
trading session, which as of the effective date of this Plan is 4:00 p.m.,
New York City time, if the Common Stock is listed, admitted to unlisted trading
privileges or reported on any foreign or national securities exchange or on the
Nasdaq National Market or an equivalent foreign market on which sale prices are
reported; (b) if the Common Stock is not so listed, admitted to unlisted
trading privileges or reported, the closing bid price at the end of the regular
trading session, which as of the effective date of this Plan is 4:00 p.m.,
New York City time, as reported by the Nasdaq SmallCap Market, OTC Bulletin
Board, National Quotation Bureau, Inc. or other comparable service; or (c) if
the Common Stock is not so listed or reported, such price as the Committee
determines in good faith in the exercise of its reasonable discretion.


 


2.11                           “Offering
Commencement Date” means the first day of an Offering Period.


 


2.12                           “Offering
Period” means any of the offerings to Participants of Options under the
Plan, each continuing for a period of three months, as described in Section 6
of the Plan, except as otherwise set forth in Section 6.2 of the Plan.


 


2.13                           “Offering
Termination Date” means the last day of an Offering Period.


 


2.14                           “Option”
means a right to purchase shares of Common Stock granted to a Participant in
connection with an Offering Period pursuant to Section 8 of the Plan


 


2.15                           “Participant”
means an Eligible Employee who elects to participate in the Plan pursuant to Section 5
of the Plan.


 


2.16                           “Participating
Subsidiary” means a Subsidiary that has been designated by the Committee
from time to time, in its sole discretion, as a corporation whose Eligible
Employees may participate in the Plan.


 


2.17                           “Purchase
Price” means, with respect to any Offering Period, 95% of the Fair Market
Value of one share of Common Stock on the Offering Termination Date.


 


2.18                           “Securities
Act” means the Securities Act of 1933, as amended.


 


2.19                           “Subsidiary”
means any subsidiary corporation of the Company within the meaning of Section 424(f) of
the Code.


 


2.20                           “Termination
of Employment” means a Participant’s complete termination of employment
with the Company and all Participating Subsidiaries for any reason, including
death, 


 


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disability or retirement. In the event that a
Participant is in the employ of a Participating Subsidiary and the
Participating Subsidiary ceases to be a Participating Subsidiary of the Company
for any reason, such event will be deemed a termination of employment unless
the Participant continues in the employ of the Company or another Participating
Subsidiary.


 


3.                                       Administration.


 


The Plan will be
administered by the Board or by a committee of the Board. So long as the
Company has a class of its equity securities registered under Section 12
of the Exchange Act, any committee administering the Plan will consist solely
of two or more members of the Board who are “non-employee directors” within the
meaning of Rule 16b-3 under the Exchange Act. Such a committee, if
established, will act by majority approval of the members (but may also
take action with the written consent of a majority of the members of such
committee), and a majority of the members of such a committee will constitute a
quorum. As used in the Plan, “Committee” will refer to the Board or to such a
committee, if established. To the extent consistent with corporate law, the
Committee may delegate to any officers of the Company the duties, power
and authority of the Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish; provided, however, that only
the Committee may exercise such duties, power and authority with respect
to Participants who are subject to Section 16 of the Exchange Act. The
Committee may exercise its duties, power and authority under the Plan in
its sole discretion without the consent of any Participant or other party,
unless the Plan specifically provides otherwise. Each determination,
interpretation or other action made or taken by the Committee pursuant to the
provisions of the Plan will be final, conclusive and binding for all purposes
and on all persons, including, without limitation, the Company, the stockholders
of the Company, the Participants and their respective successors-in-interest. No
member of the Committee will be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under the Plan.


 


4.                                       Shares
Available for Issuance; Adjustments for Certain Events.


 


4.1                                 Maximum
Number of Shares Available. Subject to adjustment as provided in Section 4.3
of the Plan, the maximum number of shares of Common Stock that will be
available for issuance under the Plan will be 250,000 shares of Common Stock,
which may either be authorized but unissued shares or shares held by the
Company in its treasury. If the total number of shares of Common Stock that
would otherwise be issuable upon the exercise of Options granted pursuant to Section 8
of the Plan on any Offering Termination Date exceeds the number of shares then
available for issuance under the Plan, the Committee will make a pro rata
allocation of the shares of Common Stock remaining available for issuance under
the Plan in as uniform and equitable a manner as it deems appropriate.


 


4.2                                 Accounting
for Options. Shares of Common Stock that are issued under the Plan or that
are subject to outstanding Options will be applied to reduce the maximum number
of shares of Common Stock remaining available for issuance under the Plan. Any
shares of Common Stock that are subject to an Option that is terminated
unexercised will automatically again become available for issuance under the
Plan.


 


4.3                                 Adjustments
to Shares and Options. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, 


 


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combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other similar change in
the corporate structure or shares of the Company, the Committee (or, if the
Company is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of securities or
other property (including cash) available for issuance or payment under the
Plan and, in order to prevent dilution or enlargement of the rights of
Participants, the number and kind of securities or other property (including
cash) subject to, and the exercise price of, outstanding Options.


 


5.                                       Participation.


 


5.1                                 Participation.
Participation in the Plan is voluntary and is not a condition of employment. Eligible
Employees may elect to participate in the Plan, beginning with the first
Offering Period to commence after such person becomes an Eligible Employee, by
properly completing a participation agreement authorizing payroll deductions on
the form of participation agreement provided by the Company and filing the
participation agreement with the Company’s Human Resources Department or the
stock brokerage or other financial services firm designated by the Company (“Designated
Broker”) not later than the 10th business day immediately preceding
the Offering Commencement Date of the first Offering Period in which the
Participant wishes to participate. An Eligible Employee who elects to
participate with respect to an Offering Period will be deemed to have elected
to participate in each subsequent Offering Period, unless such Participant
properly completes and files a notice of withdrawal form in the manner
described in Section 9.1 of the Plan.


 


5.2                                 Limitation
on Participation. Notwithstanding Section 8.1 or any other provisions
of the Plan to the contrary, an Eligible Employee will not be granted an Option
under the Plan:


 


(a)                                  if,
immediately after the grant of such Option, such Eligible Employee (or any
other person whose stock ownership would be attributed to such Eligible
Employee pursuant to Section 424(d) of the Code) would own stock or
options possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company or of its “parent” or “subsidiary”
corporations (within the meaning of Section 424 of the Code);


 


(b)                                 if
such Option would permit such Eligible Employee to purchase Common Stock under
the Plan and any other “employee stock purchase plans” (within the meaning of Section 423
of the Code) of the Company and its Subsidiaries to accrue (i.e., become
exercisable) at a rate that exceeds $25,000 of the Fair Market Value of such
shares of Common Stock (determined at the time such Option is granted) for each
calendar year in which such Option is outstanding at any time; or


 


(c)                                  if
such Option would permit the Eligible Employee to purchase more than 250 shares
of Common Stock under the Plan in any given Offering Period (subject to
adjustment pursuant to Section 4.3 of the Plan).


 


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6.                                       Offering
Periods.


 


6.1                                 Generally.
Options to purchase shares of Common Stock will be offered to Participants
under the Plan through a continuous series of Offering Periods, each
continuing for three months, commencing on January 1, April 1, July 1
and October 1 of each year and terminating on March 31, June 30,
September30 and December 31 of each year, as the case may be, except
as otherwise provided in Sections 6.2 and 6.3 of the Plan. The first Offering
Period will commence on January 1, 2001.


 


6.2                                 Discretion
to Change Offering Periods. Notwithstanding the foregoing, and without
limiting the authority of the Committee under Section 3, 4.3 and 14 of the
Plan, the Committee, in its sole discretion, may (a) accelerate the
Offering Termination Date of the then current Offering Period and provide for
the exercise of Options thereunder by Participants in accordance with Section 8.2
of the Plan, or (b) accelerate the Offering Termination Date of the then
current Offering Period and provide that all payroll deductions credited to the
accounts of Participants will be paid to Participants as soon as practicable
after such Offering Termination Date and that all Options for such Offering
Period will automatically be canceled and will no longer be exercisable, if
such change is announced at least five (5) days prior to the newly
scheduled Offering Termination Date. In addition, the Board of Directors of the
Company will have the power to change the duration and/or frequency of Offering
Periods with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected.


 


7.                                       Payroll
Deductions.


 


7.1                                 Payroll
Deduction Plan. This Plan will be operated as a payroll deduction plan. By
completing and filing a participation agreement, a Participant will elect to
have payroll deductions made from such Participant’s total Compensation (in
whole percentages from a minimum of 1% to a maximum of 10%, or such other
minimum or maximum percentages as the Committee may from time to time
establish, but not to exceed 10%) on each payday during the time he or she is a
Participant in the Plan in such amount as such Participant designates on the
participation agreement.


 


7.2                                 Commencement
of Payroll Deductions. All payroll deductions will commence on the first
payroll paid following the Offering Commencement Date of the first Offering
Period in which the Participant wishes to participate and will continue until
terminated by the Participant as provided in Section 9.1 of this Plan.


 


7.3                                 Participants’
Accounts. All payroll deductions authorized by a Participant will be
credited as of each payday to an account established under the Plan for the
Participant. Such account will be solely for bookkeeping purposes, no separate
fund, trust or other segregation of such amounts will be established or made
and the amounts represented by such account will be held as part of the
Company’s general assets, usable for any corporate purpose. A Participant may not
make any separate cash payment or contribution to such Participant’s account. No
interest will accrue on amounts held in such accounts under the Plan.


 


7.4                                 Ability
to Increase or Decrease Payroll Deductions. A Participant may increase
or decrease the amount of his or her payroll deductions under the Plan (subject
to such 


 


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limitations on the frequency of such changes as may be
imposed by rules adopted by the Committee from time to time) by properly
completing an amended participation agreement and filing it with the Company’s
Human Resources Department or Designated Broker not less than 15 days prior to
the commencement of the pay period for which such change in payroll deductions is
to be effective or, with respect to commissions, bonuses or other Compensation
that is indeterminate and subject to performance goals or criteria, not less
than 10 days prior to the date that such performance related Compensation is
paid. A Participant may withdraw from participation in the Plan at any
time as provided in Section 9.1 of the Plan.


 


7.5                                 Limitations
on Payroll Deductions. Notwithstanding the foregoing, a Participant’s
payroll deductions may be decreased by the Company to zero percent (0%) at
any time during any Offering Period scheduled to end during the then current
calendar year as a result of the limitations set forth in Section 5.2(b) of
the Plan or in order to avoid unnecessary payroll contributions as a result of
application of the maximum share limit set forth in Section 5.2(c) of
the Plan. Payroll deductions will re-commence at the rate provided in such
Participant’s participation agreement at the beginning of the first Offering
Period that is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 9.1 of the Plan.


 


8.                                       Options.


 


8.1                                 Grant
of Options. With respect to any Offering Period, each Participant
participating in such Offering Period will be granted, by operation of the Plan
on the Offering Commencement Date for such Offering Period, subject to the
limitations contained in Section 5.2 of the Plan, an Option to purchase
(at the Purchase Price) as many full shares of Common Stock as such Participant
will be able to purchase with the accumulated payroll deductions credited to
such Participant’s account during such Offering Period plus the balance (if
any) carried forward from the Participant’s payroll deduction account from the
preceding Offering Period.


 


8.2                                 Exercise
of Options.


 


(a)                                  Unless
a Participant withdraws from the Plan as provided in Section 9.1 of the
Plan, the Participant’s Option for the purchase of shares of Common Stock
granted with respect to an Offering Period will be exercised automatically at
the Offering Termination Date of such Offering Period for the purchase of the
number of full shares of Common Stock that the accumulated payroll deductions
in such Participant’s account as of such Offering Termination Date will
purchase at the applicable Purchase Price.


 


(b)                                 A
Participant may only purchase one or more full shares in connection with
the automatic exercise of an Option granted for any Offering Period. The
portion of any balance remaining in a Participant’s payroll deduction account
at the close of business on the Offering Termination Date of any Offering
Period that is less than the purchase price of one full share of Common Stock
will be carried forward into the Participant’s payroll deduction account for
the following Offering Period. In no event, however, will the balance carried
forward be equal to or greater than the purchase price of one full share of
Common Stock on the Offering Termination Date of an Offering Period.


 


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(c)                                  No
Participant (or any person claiming through such Participant) will have any
interest in any Common Stock subject to an Option under the Plan until such
Option has been exercised, at which point such interest will be limited to the
interest of a purchaser of the Common Stock purchased upon such exercise
pending the delivery of such Common Stock.


 


(d)                                 As
promptly as practicable after the Offering Termination Date of each Offering
Period, the Company will issue the shares of Common Stock purchased upon
exercise of such Participant’s Option granted for such Offering Period,
registered in the name of the Participant or, if the Participant so directs on
his or her participation agreement, in the names of the Participant and his or
her spouse. The Committee may determine, in its sole discretion, the
manner of delivery of shares of Common Stock purchased under the Plan, which may be
by electronic account entry into new or existing brokerage or other accounts,
delivery of physical stock certificates or such other means as the Committee
deems appropriate.


 


(e)                                  At
the time the Option 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
Option or the disposition of the Common Stock. At any time, the Company may,
but will 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 sale or early disposition of the Common
Stock by the Participant.


 


9.                                       Withdrawal
From Plan.


 


9.1                                 Voluntary
Withdrawal. A Participant may, at any time on or before 5:00 p.m.,
Minnesota time, on the 15th day of the last month of an Offering Period,
terminate his or her participation in the Plan and withdraw all, but not less
than all, of the payroll deductions credited to such Participant’s account
under the Plan by giving written notice to the Company’s Human Resources
Department or the Designated Broker, as directed by the Company. Such notice
must state that the Participant wishes to terminate his or her participation in
the Plan and request the withdrawal of all of the Participant’s payroll
deductions held under the Plan. All of the Participant’s payroll deductions
credited to his or her account will be paid to such Participant as soon as
practicable after receipt of the notice of withdrawal, such Participant’s
Option for such Offering Period will automatically be canceled and will no
longer be exercisable, and no further payroll deductions for the purchase of
shares of Common Stock under the Plan will be made.


 


9.2                                 Termination
of Employment.


 


(a)                                  Upon
the Termination of Employment of a Participant at any time, the payroll
deductions credited to such Participant’s account will be paid to such
Participant as soon as practicable after the effective date of such Termination
of Employment (or, in the case of death, to the person or persons entitled
thereto under Sections 11 and 12.3 of the Plan), such Participant’s Option for
the then current Offering Period will 


 


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automatically be canceled and will no longer be exercisable, and no
further payroll deductions for the purchase of shares of Common Stock under the
Plan will be made.


 


(b)                                 Unless
the Committee otherwise determines in its sole discretion, a Participant’s
employment will, for purposes of the Plan, be deemed to have terminated on the
date recorded on the personnel or other records of the Company or the
Participating Subsidiary for which the Participant provides employment, as
determined by the Committee in its sole discretion based upon such records.


 


9.3                                 Effect
of Withdrawal. A Participant’s withdrawal pursuant to Section 9.1 of
the Plan will not have any effect upon such Participant’s eligibility to
participate in a subsequent Offering Period (so long as such Participant
completes and files a new participation agreement pursuant to Section 5 of
the Plan) or in any similar plan that may hereafter be adopted by the
Company.


 


10.                                 Change
in Control.


 


10.1                           Change
in Control. For purposes of this Section 10, a “Change in Control” of
the Company will mean the following:


 


(a)                                  the
sale, lease, exchange or other transfer, directly or indirectly, of
substantially all of the assets of the Company (in one transaction or in a series of
related transactions) to a person or entity that is not controlled by the
Company;


 


(b)                                 the
approval by the stockholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company;


 


(c)                                  any
person becomes after the effective date of the Plan the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (i) 20%
or more, but less than 50%, of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at elections of
directors, unless the transaction resulting in such ownership has been approved
in advance by the Continuity Directors (as defined in Section 10.2 below),
or (ii) 50% or more of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the Continuity Directors);


 


(d)                                 a
merger or consolidation to which the Company is a party if the stockholders of
the Company immediately prior to the effective date of such merger or consolidation
have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange
Act), immediately following the effective date of such merger or consolidation,
of securities of the surviving corporation representing (i) less than 80%,
but more than 50%, of the combined voting power of the surviving corporation’s
then outstanding securities ordinarily having the right to vote at elections of
directors, unless such merger or consolidation has been approved in advance by
the Continuity Directors, or (ii) 50% or less of the combined voting power
of the surviving corporation’s then outstanding securities ordinarily having
the right to vote at elections of directors (regardless of any approval by the
Continuity Directors); or


 


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(e)                                  the
Continuity Directors cease for any reason to constitute at least a majority of
the Board.


 


10.2                           Continuity
Directors. For purposes of this Section 10, “Continuity Directors” of
the Company will mean any individuals who are members of the Board on the
effective date of the Plan and any individual who subsequently becomes a member
of the Board whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the Continuity
Directors (either by specific vote or by approval of the Company’s proxy
statement in which such individual is named as a nominee for director without
objection to such nomination).


 


10.3                           Adjustment
of Offering Period. Without limiting the authority of the Committee under
Sections 3, 4.3 and 14 of the Plan, if a Change in Control of the Company
occurs, the Committee, in its sole discretion, may (a) accelerate the
Offering Termination Date of the then current Offering Period and provide for
the exercise of Options thereunder by Participants in accordance with Section 8.3
of the Plan, or (b) accelerate the Offering Termination Date of the then
current Offering Period and provide that all payroll deductions credited to the
accounts of Participants will be paid to Participants as soon as practicable
after such Offering Termination Date and that all Options for such Offering
Period will automatically be canceled and will no longer be exercisable.


 


11.                                 Designation
of Beneficiary.


 


A Participant may file
with the Company’s Human Resources Department a written designation of a
beneficiary who is to receive shares of Common Stock and cash, if any, under
the Plan in the event of such Participant’s death prior to delivery of such
shares or cash to such Participant. Such designation of beneficiary may be
changed by the Participant at any time by written notice the Company’s Human
Resources Department. In the event of the death of a Participant in the absence
of a valid designation of a beneficiary who is living at the time of such
Participant’s death, (a) the Company will deliver such shares of Common
Stock and cash to the executor or administrator of the estate of the
Participant, or (b) if to the Company’s knowledge no such executor or
administrator has been appointed, the Company, in its sole discretion, may deliver
such shares of Common Stock and 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, to such other person as the Company may designate.


 


12.                                 Rights
of Eligible Employees and Participants; Transferability.


 


12.1                           No
Right to Employment. Nothing in the Plan will interfere with or limit in
any way the right of the Company or any Participating Subsidiary to terminate
the employment of any Eligible Employee or Participant at any time, nor confer
upon any Eligible Employee or Participant any right to continue in the employ
of the Company or any Participating Subsidiary.


 


12.2                           Rights
as a Stockholder. As a holder of an Option under the Plan, a Participant
will have no rights as a stockholder unless and until such Option is exercised
and the Participant becomes the holder of record of shares of Common Stock. Except
as otherwise provided in the Plan, no adjustment will be made for dividends or
distributions with respect to Options as to 


 


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which there is a record date preceding the date the
Participant becomes the holder of record of such shares, except as the
Committee may determine in its sole discretion.


 


12.3                           Restrictions
on Transfer. Neither payroll deductions credited to a Participant’s account
nor any rights with regard to the exercise of an Option 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 11 of the Plan) by the Participant.
Any such attempt at assignment, transfer, pledge or other disposition will be
without effect, except that the Company may treat such act as an election
to withdraw from the Plan in accordance with Section 9.1 of the Plan. During
his or her lifetime, a Participant’s Option to purchase shares of Common Stock
under the Plan is exercisable only by such Participant.


 


13.                                 Securities
Law and Other Restrictions.


 


Notwithstanding any other
provision of the Plan or any agreements entered into pursuant to the Plan, the
Company will not be required to issue any shares of Common Stock under the
Plan, and a Participant may not sell, assign, transfer or otherwise
dispose of shares of Common Stock issued pursuant to Options granted under the
Plan, unless (a) there is in effect with respect to such shares a
registration statement under the Securities Act and any applicable state or
foreign securities laws or an exemption from such registration under the
Securities Act and applicable state or foreign securities laws, and (b) there
has been obtained any other consent, approval or permit from any other
regulatory body that the Committee, in its sole discretion, deems necessary or
advisable. The Company may condition such issuance, sale or transfer upon
the receipt of any representations or agreements from the parties involved, and
the placement of any legends on certificates representing shares of Common
Stock, as may be deemed necessary or advisable by the Company in order to
comply with such securities law or other restrictions.


 


14.                                 Amendment
or Termination.


 


The Board may suspend
or terminate the Plan or any portion thereof at any time, and may amend
the Plan from time to time in such respects as the Board may deem
advisable in order that Options under the Plan will conform to any change
in applicable laws or regulations or in any other respect the Board may deem
to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders
of the Company if stockholder approval of the amendment is then required
pursuant to Section 423 of the Code or the rules of any stock
exchange or Nasdaq or similar regulatory body. Upon termination of the Plan,
the Committee, in its sole discretion, may take any of the actions
described in Section 10.3 of the Plan.


 


15.                                 Effective
Date of Plan.


 


Subject to shareholder
approval, the Plan will be effective as of January 1, 2001. If shareholder
approval is not obtained prior to October 1, 2001, the Plan will no longer
be deemed effective, and all Options will automatically be canceled and will no
longer be exercisable. The Plan will terminate at midnight on December 31,
2010 and may be terminated prior to such time by Board action, and no
Option will be granted after such termination.


 


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16.                                 Miscellaneous.


 


16.1                           Governing
Law. The validity, construction, interpretation, administration and effect
of the Plan and any rules, regulations and actions relating to the Plan will be
governed by and construed exclusively in accordance with the laws of the State
of Delaware, notwithstanding the conflicts of laws principles of any
jurisdictions.


 


16.2                           Successors
and Assigns. The Plan will be binding upon and inure to the benefit of the
successors and permitted assigns of the Company and the Participants.


 


11