exv10w3





Exhibit 10.3


ILLUMINA, INC.


2000 EMPLOYEE STOCK PURCHASE PLAN

As Amended and Restated October 28, 2009


     The following constitute the provisions of the 2000 Employee Stock Purchase Plan of Illumina,
Inc.


1. Purpose. The purpose of the Purchase Plan is to provide Employees of the Company
and its Designated Companies with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Purchase Plan
qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code, although the Company
makes no undertaking or representation to maintain such qualification. The provisions of the
Purchase Plan, accordingly, shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code. In addition, the Purchase Plan
authorizes the purchase of Common Stock under a Non-423(b) Component, pursuant to rules, procedures
or sub-plans adopted by the Board and designed to achieve tax, securities law or other objectives.


2. Definitions.


     (a) “Affiliate” shall mean any entity, other than a Subsidiary, in which the Company
has an equity or other ownership interest.


     (b) “Board” shall mean the Board of Directors of the Company or any committee thereof
designated by the Board of Directors of the Company in accordance with Section 14 of the Purchase
Plan.


     (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (d) “Code Section 423(b) Plan” shall mean an employee stock purchase plan which is
designed to meet the requirements set forth in Section 423(b) of the Code, as amended. The
provisions of the Code Section 423(b) Plan should be construed, administered and enforced in
accordance with Section 423(b) of the Code.



     (e) “Common Stock” shall mean the common stock of the Company.



     (f) “Company” shall mean Illumina, Inc., a Delaware corporation and any Designated
Subsidiary of the Company.



     (g) “Compensation” shall mean all base straight time gross earnings, but exclusive of
commissions, payments for overtime, shift premium, incentive compensation, incentive payments,
bonuses and other compensation, unless otherwise determined by the Board. Such Compensation shall
be calculated before deduction of (i) any income or employment tax withholdings or (ii) any
contributions made by the participant to any Code Section 401(k) salary


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deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established
by the Company or any of its Subsidiaries. The Board shall have the discretion to determine what
constitutes Compensation for Employees outside of the United States.




     (h) “Designated Company” shall mean any Subsidiary or Affiliate that has been
designated by the Board from time to time in its sole discretion as eligible to participate in the
Purchase Plan. For purposes of the Code Section 423(b) Plan, only the Company and its Subsidiaries
may be Designated Companies, provided, however, that at any given time, a Subsidiary that is a
Designated Company under the Code Section 423(b) Plan shall not be a Designated Company under the
Non-423(b) Plan.



     (i) “Employee” shall mean any individual whose customary employment with the Company
or a Designated Company for tax purposes is at least twenty (20) hours per week for more than five
(5) months in any calendar year. Under the Non-423(b) Component, the definition may also include an
individual whose customary employment with the Company or a Designated Company for tax purposes is
less than twenty (20) hours per week or for less than five (5) months in any calendar year.



     (j) Enrollment Date” shall mean the first Trading Day of each Offering Period.



     (k) “Exercise Date” shall mean the first Trading Day in February and August of each
year.



     (l) “Fair Market Value” shall mean, 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 selling price per share for
such 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 Board
deems reliable;



          (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 Board deems reliable;



          (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board; or



          (iv) For purposes of the Enrollment Date of the first Offering Period under the Purchase Plan,
the Fair Market Value shall be the initial price per share at which the Common Stock was sold
pursuant to the underwriting agreement for the Company’s initial public offering of the Common
Stock.



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     (m) “Non-423(b) Plan” shall mean an employee stock purchase plan which is not intended
to meet the requirements set forth in Section 423(b) of the Code.



     (n) “Offering Periods” shall mean the periods of approximately twelve (12) months
during which an option granted pursuant to the Purchase Plan may be exercised, commencing on the
first Trading Day in February and August each year and terminating on the first Trading Day in
February or August which is approximately twelve months later. The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Purchase Plan.



     (o) “Purchase Plan” shall mean this 2000 Employee Stock Purchase Plan, which includes
a Code Section 423(b) Plan and a Non-423(b) Plan.



     (p) “Purchase Period” shall mean the approximately six month period commencing on one
Exercise Date and ending with the next Exercise Date.



     (q) “Purchase Price” shall mean 85% of the Fair Market Value of a share of Common
Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that
the Purchase Price may be adjusted by the Board pursuant to Section 20.



     (r) “Reserves” shall mean the number of shares of Common Stock covered by each option
under the Purchase Plan which have not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Purchase Plan but not yet placed under option.



     (s) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than
50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary.



     (t) “Trading Day” shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.



3. Eligibility.




     (a) Any Employee who shall be employed by the Company or a Designated Company on a given
Enrollment Date shall be eligible to participate in the Purchase Plan.



     (b) Any provisions of the Purchase Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Purchase 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 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 Subsidiary, or (ii) to the
extent that his or her rights to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
(US$25,000) worth of stock (determined under Section



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423 of the Code at the fair market value of the shares at the time such option is granted) for
each calendar year in which such option is outstanding at any time.



4. Offering Periods. The Purchase Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first Trading Day in
February and August each year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board 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 at least five (5) days
prior to the scheduled beginning of the first Offering Period to be affected thereafter.




5. Participation.




     (a) An eligible Employee may become a participant in the Purchase Plan by completing a
subscription agreement authorizing payroll deductions in a form substantially similar to the form
included in Exhibit A to this Purchase Plan and filing it with the Company prior to the applicable
Enrollment Date. The Board, in its discretion, may decide that an Employee may submit contributions
to the Purchase Plan by means other than payroll deductions.



     (b) Once an eligible Employee becomes a participant in the Purchase Plan, such individual
shall remain a participant until he or she terminates such participation as provided in Section 10
hereof, the Purchase Plan terminates or the participant loses his or her status as an Employee.



     (c) An eligible Employee may be enrolled in only one Offering Period at a time.



6. Payroll Deductions/Contributions.




     (a) At the time a participant files his or her subscription agreement, he or she shall elect
to contribute to the Purchase Plan (in the form of payroll deductions or otherwise) on each pay day
during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation
which he or she receives on each pay day during the Offering Period; provided, however that should
a pay day occur on an Exercise Date, a participant shall have the contributions made on such day
applied to his or her account under the new Offering Period or Purchase Period, as the case may be.



     (b) All contributions made for a participant shall be credited to his or her account under the
Purchase Plan and shall be made in whole percentages only. A participant may not make any
additional payments into such account unless required to comply with local law.



     (c) A participant may discontinue his or her participation in the Purchase Plan as provided in
Section 10 hereof, or may decrease the rate of his or her payroll deductions or other contributions
during the Offering Period by completing or filing with the Company a new subscription agreement
authorizing a change in payroll deduction or contribution rate. The



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Company may, in its discretion, limit the nature and/or number of participation rate changes
during any Offering Period, and may establish such other conditions or limitations as it deems
appropriate for Purchase Plan administration. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company’s receipt of the new
subscription agreement unless the Company elects to process a given change in participation more
quickly. A participant’s subscription agreement shall remain in effect for successive Offering
Periods unless terminated as provided in Section 10 hereof.




     (d) If by reason of the limitations set forth in Sections 3(b), 7 and 13(a) or in any sub-plan
to the Purchase Plan, any option of a Participant does not accrue for a particular Purchase Period,
then the contributions that the Participant made during that Purchase Period with respect to such
option shall be promptly refunded. In addition, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) hereof, a participant’s contributions may be decreased to
one percent (1%) at any time during a Purchase Period. Contributions shall recommence at the rate
provided in such participant’s subscription agreement at the beginning of the first Purchase Period
which is scheduled to end in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof.



     (e) At the time the option is exercised, in whole or in part, at the time some or all of the
Company’s Common Stock issued under the Purchase Plan is disposed of, or at any other taxable or
tax withholding event, as applicable, the participant must make adequate provision for the
Company’s or a Subsidiary’s or Affiliate’s applicable tax withholding obligations, if any, which
arise upon the taxable or tax withholding event, as applicable. At any time, the Company or a
Subsidiary or Affiliate may, but shall not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company or a Subsidiary or Affiliate to meet applicable
withholding obligations, including any withholding required to make available to the Company or a
Subsidiary or Affiliate any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee. Furthermore, the Company or a Subsidiary or Affiliate may satisfy
any tax withholding obligations by any other means set forth in the applicable subscription
agreement.


7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of
whole shares of the Company’s Common Stock determined by dividing such Employee’s contributions
accumulated prior to such Exercise Date and retained in the Participant’s account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Purchase Period more than 25,000 shares of the Company’s Common
Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 13 hereof or in any sub-plan to
the Purchase Plan. The Board may, for future Offering Periods, increase or decrease, in its
absolute discretion, the maximum number of shares of the Company’s Common Stock an Employee may
purchase during each Purchase Period of such Offering Period. Exercise of the option shall occur
as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof. The option shall expire on the last day of the Offering Period.


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8. Exercise of Option.




     (a) Unless a participant withdraws from the Purchase Plan as provided in Section 10 hereof,
his or her option for the purchase of shares shall be exercised automatically on the Exercise Date,
and the maximum number of full shares subject to option shall be purchased for such participant at
the applicable Purchase Price with the accumulated contributions in his or her account. No
fractional shares shall be purchased; any contributions 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 Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a participant’s
account after the Exercise Date shall be returned to the participant. During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.



     (b) If the Board determines that, on a given Exercise Date, the number of shares with respect
to which options are to be exercised may exceed (i) the number of shares of Common Stock that were
available for sale under the Purchase Plan on the Enrollment Date of the applicable Offering
Period, or (ii) the number of shares available for sale under the Purchase Plan on such Exercise
Date, the Board 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 Enrollment Date or Exercise
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 options to purchase Common
Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that
the Company shall make a pro rata allocation of the shares available for purchase on such
Enrollment Date or Exercise 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
options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata allocation of the
shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares for issuance under the Purchase
Plan by the Company’s stockholders subsequent to such Enrollment Date.


9. Delivery. As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate or the electronic equivalent representing the shares purchased upon exercise of his or
her option.




10. Withdrawal.




     (a) A participant may withdraw all but not less than all the contributions credited to his or
her account and not yet used to exercise his or her option under the Purchase Plan at any time by
giving written notice to the Company in a form substantially similar to the form included in
Exhibit B to this Purchase Plan. All of the participant’s contributions credited to his or her
account shall be paid to such participant promptly after receipt of notice of withdrawal and such
participant’s option for the Offering Period shall be automatically terminated, and no further
contributions for the purchase of shares shall be made for such



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Offering Period. If a participant withdraws from an Offering Period, contributions may not
resume at the beginning of the succeeding Offering Period unless the participant delivers to the
Company a new subscription agreement.




     (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 which may hereafter be adopted by the Company or
in succeeding Offering Periods which commence after the termination of the Offering Period from
which the participant withdraws.



11. Termination of Option.




     (a) Upon a participant’s ceasing to be an Employee, for any reason, he or she shall be deemed
to have elected to withdraw from the Purchase Plan and the contributions credited to such
participant’s account during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person or persons entitled
thereto under Section 15 hereof, and such participant’s option shall be automatically terminated.



     (b) Should the participant cease to be an Employee by reason of an approved unpaid leave of
absence, then the participant shall have the right, exercisable up until the last business day of
the Purchase Period in which such leave commences, to (i) withdraw all the contributions collected
for that Purchase Period or (ii) have such funds held for the purchase of shares on his or her
behalf on the next scheduled Exercise Date. Upon the participant’s return to active service (A)
within ninety (90) days following the commencement of such leave or (B) prior to the expiration of
any longer period for which such participant’s right to reemployment with the Company or a
Subsidiary or Affiliate is guaranteed by statute or contract, his or her contributions under the
Purchase Plan shall automatically resume at the rate in effect at the time the leave began, unless
the participant withdraws from the Purchase Plan prior to his or her return. An individual who
returns to active employment following a leave of absence that exceeds in duration the applicable
(A) or (B) time period will be treated as a new Employee for purposes of subsequent participation
in the Purchase Plan and must accordingly re-enroll in the Purchase Plan (by making a timely filing
of the prescribed enrollment forms) on or before the next Enrollment Date.


12. Interest. No interest shall accrue on the payroll deductions of a participant in
the Purchase Plan, unless required by applicable law.




13. Stock.




     (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section
19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available
for sale under the Purchase Plan shall be 2,917,892 shares, which consists of the (i) 1,000,000
shares initially reserved under the Purchase Plan and (ii) the 1,917,892 share automatic increase
for the fiscal year 2001 pursuant to Section 13(b) below. The Board determined that no automatic
increase would take effect for the fiscal year 2002 pursuant to Section 13(b) below.



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     (b) The share reserve shall increase annually on the first day of each fiscal year of the
Company, beginning for the fiscal year 2001 and ending for the fiscal year 2010, by the number of
shares equal to the lesser of (i) 3,000,000 shares, (ii) 3% of the outstanding shares of Common
Stock on the last day of the immediately preceding fiscal year or (iii) an amount determined by the
Board.



     (c) The participant shall have no interest or voting right in shares covered by his option
until such option has been exercised.



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



     (e) All share numbers in this Section 13 give effect to a two-for-one stock split of Common
Stock on September 22, 2008.


14. Administration. The Purchase Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its committee shall have
full and exclusive discretionary authority to construe, interpret and apply the terms of the
Purchase Plan, to determine eligibility and to adjudicate all disputed claims filed under the
Purchase Plan.




     In addition, the Board or its committee may adopt rules, procedures or sub-plans relating to
the operation and administration of the Purchase Plan to accommodate the specific requirements of
local laws and procedures for jurisdictions outside of the United States. Without limiting the
generality of the foregoing, the Board or its committee is specifically authorized to adopt rules,
procedures or sub-plans regarding eligibility to participate, the definition of Compensation,
handling of payroll deductions, making of contributions to the Purchase Plan (including, without
limitation, in forms other than payroll deductions), establishment of bank or trust accounts to
hold payroll deductions, payment of interest, conversion of local currency, obligations to pay
payroll tax, determination of beneficiary designation requirements, withholding procedures and
handling of stock certificates which vary with local requirements.



     Every finding, decision and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties.



15. Designation of Beneficiary.




     (a) Unless otherwise determined by the Board, a participant may file a written designation of
a beneficiary who is to receive any shares and cash, if any, from the participant’s account under
the Purchase Plan in the event of such participant’s death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such participant of such shares and cash. In
addition, unless otherwise determined by the Board, a participant may file a written designation of
a beneficiary who is to receive any cash from the participant’s account under the Purchase Plan in
the event of such participant’s death prior to exercise of the option. If a participant is married
and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.



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     (b) Unless otherwise determined by the Board, such designation of beneficiary may be changed
by the participant at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Purchase 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 or determine to be the appropriate recipients of the shares and/or cash under
applicable law.


16. Transferability. Neither contributions credited to a participant’s account nor
any rights with regard to the exercise of an option or to receive shares under the Purchase 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 15 hereof) 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 funds from an Offering Period in
accordance with Section 10 hereof.



17. Use of Funds. All contributions received or held by the Company under the
Purchase Plan may be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such contributions, unless required by applicable law.



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




19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset
Sale.




     (a) Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the Reserves (including the number of shares automatically added annually to the
Purchase Plan pursuant to Section 13(a)(i)), the maximum number of shares each participant may
purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the
number of shares of Common Stock covered by each option under the Purchase Plan which has not yet
been exercised shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by the Company;
provided, however that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
option.



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     (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 Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board.
The New Exercise 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 Exercise Date, that the Exercise Date for the participant’s option has been
changed to the New Exercise Date and that the participant’s option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 hereof.



     (c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all
of the assets of the Company, or the merger of the Company with or into another corporation, each
outstanding option shall be assumed or an equivalent option 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 option, any Purchase Periods then in
progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any
Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall
be before the date of the Company’s proposed sale or merger. The Board shall notify each
participant in writing, at least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant’s option has been changed to the New Exercise Date and that the
participant’s option shall be exercised automatically on the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.



20. Amendment or Termination.




     (a) The Board may at any time and for any reason terminate or amend the Purchase Plan. Except
as provided in Section 19 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of Directors immediately following
any Exercise Date if the Board determines that the termination of the Offering Period or the
Purchase Plan is in the best interests of the Company and its stockholders. Except as provided in
Section 19 and this Section 20 hereof, no amendment may make any change in any option 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 Board 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 or contributing to the Purchase Plan 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 accounting and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly



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correspond with amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Purchase Plan.




     (c) In the event the Board determines that the ongoing operation of the Purchase 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 Purchase 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 Exercise 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
Purchase Plan participants.


21. Notices. All notices or other communications by a participant to the Company
under or in connection with the Purchase 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.



22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option 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, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, 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 an option, the Company may require the person exercising
such option 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.


23. Code Section 409A. The Code Section 423(b) Plan is exempt from the application of
Section 409A of the Code. The Non-423(b) Plan is intended to be exempt from Section 409A of the
Code under the short-term deferral exception and any ambiguities shall be construed and interpreted
in accordance with such intent. In the case of a participant who would otherwise be subject to
Section 409A of the Code, to the extent an option to purchase shares of Common Stock or the
payment, settlement or deferral thereof is subject to Section 409A of the Code, the option to
purchase shares of Common Stock shall be granted, paid, exercised, settled



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or deferred in a manner that will comply with Section 409A of the Code, including the final
regulations and other guidance issued with respect thereto, except as otherwise determined by the
Board or a committee appointed by the Board. Notwithstanding the foregoing, the Company shall have
no liability to a participant or any other party if the option to purchase Common Stock under the
Purchase Plan that is intended to be exempt from or compliant with Section 409A of the Code is not
so exempt or compliant or for any action taken by the Board with respect thereto.



24. Term of Purchase Plan. The Purchase Plan shall become effective on the effective
date of the Registration Statement. Unless sooner terminated by the Board, the Purchase Plan shall
terminate upon the earliest to occur of (a) the purchase of shares on the Exercise Date
coincidental with the first Trading Day in August 2020, (ii) the date on which all shares available
for issuance under the Purchase Plan shall have been sold pursuant to options exercised under the
Purchase Plan or (iii) the date on which all options are exercised in connection with a dissolution
or liquidation pursuant to Section 19(b) hereof or a merger or asset sale pursuant to Section 19(c)
hereof. No further options shall be granted or exercised, and no further contributions shall be
collected, under the Purchase Plan following such termination.



25. 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 Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock
on the Enrollment Date for that Offering Period, then all participants in such Offering Period
shall be automatically withdrawn from such Offering Period immediately after the exercise of their
option on such Exercise Date and automatically enrolled in the new Offering Period beginning
coincident with such Exercise Date.



26. At Will Employment. Nothing in the Purchase Plan shall confer upon the
participant any right to continue in the employ of the Company or any Subsidiary or Affiliate for
any period of specific duration or interfere with or otherwise restrict in any way the rights of
the Company (or any Subsidiary or Affiliate employing such person) or of the participant, which
rights are hereby expressly reserved by each, to terminate such person’s employment at any time for
any reason, with or without cause.



27. Severability. If any particular provision of this Purchase Plan is found to be
invalid or unenforceable, such provision shall not affect the other provisions of the Purchase
Plan, but the Purchase Plan shall be construed in all respects as if such invalid provision had
been omitted.



28. Governing Law. Except to the extent that provisions of this Purchase Plan are
governed by applicable provisions of the Code or any other substantive provision of federal law,
this Purchase Plan shall be construed in accordance with, and shall be governed by, the substantive
laws of the State of Delaware without regard to any provisions of Delaware law relating to the
conflict of laws.



October 28, 2009 Approved Version