exv4w1






Exhibit 4.1




Conexant Systems, Inc. 

2001 Employee Stock Purchase Plan




Adopted by the Board of Directors September 4, 2001

Approved by stockholders February 27, 2002



Amended and Restated by the Board July 18, 2002

Amendment and Restatement approved by the Stockholders February 26, 2003



1. Purpose.




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



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



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



     (d) This Plan is an amendment and restatement of the Plan adopted by the Board effective
September 4, 2001. Offerings under the Plan prior to such amendment and restatement shall continue
(and terminate) according to their original terms.



2. Definitions.




     (a) “Agent” means Mellon Investor Services LLC or such successor agent as the Company may
employ.



     (b) “Board” means the Board of Directors of the Company.



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



     (d) “Committee” means a committee appointed by the Board in accordance with Section 3(c) of
the Plan.



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



     (f) “Company” means Conexant Systems, Inc., a Delaware corporation.



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     (g) “Continuous Status as an Employee” means the absence of any interruption or termination of
service as an Employee. Continuous Status as an Employee will not be considered interrupted in the
case of a leave of absence agreed to in writing by the Company, provided that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.



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



     (i) “Corporate Transaction” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:



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




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




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




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




     (j) “Director” means a member of the Board.



     (k) “Eligible Employee” means an Employee who meets the requirements set forth in the Offering
for eligibility to participate in the Offering, provided that such Employee also meets the
requirements for eligibility to participate set forth in the Plan.



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



     (m) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be
options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b)
of the Code.



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



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     (o) “Fair Market Value” means the value of a security, as determined by the Board in its
discretion, based on the closing price of the Common Stock for such date (or, in the event that the
Common Stock is not traded on such date, on the immediately preceding Trading Day), as reported by
the National Association of Securities Dealers Automated Quotation (Nasdaq) National Market or, if
such price is not reported, the mean of the bid and asked prices per share of the Common Stock as
reported by Nasdaq or, in the event the Common Stock is listed on a stock exchange, the Fair Market
Value per share will be the closing price on such exchange on such date (or, in the event that the
Common Stock is not traded on such date, on the immediately preceding Trading Day), as reported in
The Wall Street Journal.



     (p) “Grant Date” means the first Trading Day of an Offering.



     (q) “IVR System” means the integrated voice response system maintained for this Plan and
provided by the Agent, through which Participants may elect to participate, amend their
participation or withdraw from participation in this Plan, pursuant to the terms and conditions of
this Plan.



     (r) “Offering” means the grant of Purchase Rights to purchase shares of Common Stock under the
Plan to Eligible Employees.



     (s) “Offering Date” means a date selected by the Board for an Offering to commence.



     (t) “Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.



     (u) “Participant” means an Eligible Employee who holds an outstanding Purchase Right granted
pursuant to the Plan.



     (v) “Plan” means this Conexant Systems, Inc. 2001 Employee Stock Purchase Plan.



     (w) “Purchase Date” means one or more dates during an Offering established by the Board on
which Purchase Rights shall be exercised and as of which purchases of shares of Common Stock shall
be carried out in accordance with such Offering.



     (x) “Purchase Period” means a period of time specified within an Offering beginning on the
Offering Date or on the next day following a Purchase Date within an Offering and ending on a
Purchase Date. An Offering may consist of one or more Purchase Periods.



     (y) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to
the Plan.



     (z) “Related Corporation” means any parent corporation or subsidiary corporation, whether now
or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the
Code.



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     (aa) “Securities Act” means the Securities Act of 1933, as amended.



     (bb) “Trading Day” means a day on which the National Stock Exchanges and the National
Association of Securities Dealers Automated Quotation (NASDAQ) System are open for trading.



     (cc) “Web” means Mellon Employee Service Direct System that is used to facilitate Plan
transactions and is accessible through the Company’s intranet.



3. Administration.




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



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



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




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




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




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




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




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



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4. Shares of Common Stock Subject to the Plan. Subject to the provisions of Section 14
relating to adjustments upon changes in securities, the shares of Common Stock that may be sold
pursuant to Purchase Rights shall not exceed in the aggregate ten million (10,000,000) shares of
Common Stock, plus an annual increase of two million five hundred thousand (2,500,000) shares of
Common Stock to be added on the first day of the fiscal year of the Company for a period of ten
(10) years, commencing on the first day of the fiscal year that begins on October 1, 2003 and
ending on (and including) the first day of the fiscal year that begins on October 1, 2012.
Notwithstanding the foregoing, the Board may act, prior to the first day of any fiscal year of the
Company and in lieu of the automatic increase described in the prior sentence, to increase the
share reserve by such number of shares of Common Stock as the Board shall determine, which number
shall be less than two million five hundred thousand (2,500,000) shares of Common Stock. If any
Purchase Right granted under the Plan shall for any reason terminate without having been exercised,
the shares of Common Stock not purchased under such Purchase Right shall again become available for
issuance under the Plan, but all shares sold under this Plan, regardless of source, shall be
counted against the limitation set forth above.



5. Grant of Purchase Rights; Offering.




     (a) The Board may from time to time grant or provide for the grant of Purchase Rights to
purchase shares of Common Stock under the Plan to Eligible Employees in an Offering (consisting of
one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each
Offering shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate, which shall comply with the requirement of Section 423(b)(5) of the Code that all
Employees granted Purchase Rights shall have the same rights and privileges. The terms and
conditions of an Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each Offering shall
include (through incorporation of the provisions of this Plan by reference in the document
comprising the Offering or otherwise) the period during which the Offering shall be effective,
which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the
substance of the provisions contained in Sections 6 through 9, inclusive.



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



6. Eligibility.




     (a) Purchase Rights may be granted only to Employees of the Company or, as the Board may
designate as provided in Section 3(b), to Employees of a Related Corporation. Except as provided
in Section 6(b), an Employee shall not be eligible to be granted Purchase Rights under the Plan
unless, on the Offering Date, such Employee has been in the employ of the



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Company or the Related Corporation, as the case may be, for such continuous period preceding
such Offering Date as the Board may require, but in no event shall the required period of
continuous employment be greater than two (2) years. In addition, the Board may provide that no
Employee shall be eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee’s customary employment with the Company or the Related Corporation is more than
twenty (20) hours per week and more than five (5) months per calendar year.




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



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




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




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




     (c) No Employee shall be eligible for the grant of any Purchase Rights under the Plan if,
immediately after any such Purchase Rights are granted, such Employee owns stock possessing five
percent (5%) or more of the total combined voting power or value of all classes of stock of the
Company or of any Related Corporation. For purposes of this Section 6(c), the rules of Section
424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock which
such Employee may purchase under all outstanding Purchase Rights and options shall be treated as
stock owned by such Employee.



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



     (e) Officers of the Company and any designated Related Corporation, if they are otherwise
Eligible Employees, shall be eligible to participate in Offerings under the Plan. Notwithstanding
the foregoing, the Board may provide in an Offering that Employees who are



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highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not
be eligible to participate.



7. Purchase Rights; Purchase Price.




     (a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the
Plan, shall be granted a Purchase Right to purchase up to that number of shares of Common Stock
purchasable either with a percentage or with a maximum dollar amount, as designated by the Board,
but in either case not exceeding fifteen percent (15%), of such Employee’s Earnings (as defined by
the Board in each Offering) during the period that begins on the Offering Date (or such later date
as the Board determines for a particular Offering) and ends on the date stated in the Offering,
which date shall be no later than the end of the Offering.



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



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



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



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



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




8. Participation; Withdrawal; Termination.




     (a) A Participant may elect to authorize payroll deductions pursuant to an Offering under the
Plan by enrolling through an IVR System or the Web (or other electronic form of subscription
agreement) within the time specified in the Offering. Each such enrollment shall authorize an
amount of Contributions expressed as a percentage of the submitting Participant’s



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Earnings (as defined in each Offering) during the Offering (not to exceed the maximum
percentage specified by the Board). Each Participant’s Contributions shall be credited to a
bookkeeping account for such Participant under the Plan and shall be deposited with the general
funds of the Company except where applicable law requires that Contributions be deposited with a
third party. To the extent provided in the Offering, a Participant may begin such Contributions
after the beginning of the Offering. To the extent provided in the Offering, a Participant may
thereafter reduce (including to zero) or increase his or her Contributions by submitting a new
enrollment election through the IVR System or the Web (or other electronic form of subscription
agreement).




     (b) During an Offering, a Participant may cease making Contributions and withdraw from the
Offering by delivering to the Company a notice of withdrawal in such form as the Company may
provide. Such withdrawal may be elected at any time prior to the end of the Offering, except as
provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the
Company shall distribute to such Participant as soon as administratively practicable all of his or
her accumulated Contributions (reduced to the extent, if any, such deductions have been used to
acquire shares of Common Stock for the Participant) under the Offering, and such Participant’s
Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from an
Offering shall have no effect upon such Participant’s eligibility to participate in any other
Offerings under the Plan, but such Participant shall be required to deliver a new enrollment form
pursuant to the procedure set forth in Section 8(a) in order to participate in subsequent
Offerings.



     (c) Purchase Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon termination of a Participant’s Continuous Status as an Employee for any reason or
for no reason or other lack of eligibility. The Company shall distribute to such terminated or
otherwise ineligible Employee all of his or her accumulated Contributions (reduced to the extent,
if any, such Contributions have been used to acquire shares of Common Stock for the terminated or
otherwise ineligible Employee) under the Offering.



     (d) Neither Contributions credited to a Participant’s account nor any Purchase Rights or
rights to receive shares under this Plan may be assigned, transferred, pledged or otherwise
disposed of in any way other than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in Section 13. 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 funds in accordance with this Section 8. During a Participant’s lifetime,
Purchase Rights shall be exercisable only by such Participant.



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


9. Exercise.




     (a) On each Purchase Date during an Offering, each Participant’s accumulated Contributions
shall be applied to the purchase of shares of Common Stock up to the maximum number of shares of
Common Stock permitted pursuant to the terms of the Plan and the



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applicable Offering, at the purchase price specified in the Offering. No fractional shares
shall be issued upon the exercise of Purchase Rights unless specifically provided for in the
Offering.




     (b) If any amount of accumulated Contributions remains in a Participant’s account after the
purchase of shares of Common Stock on any Purchase Date pursuant to Section 9(a) above, then such
remaining amount shall be returned, without interest, to the Participant as promptly as
administratively practicable.



     (c) If the stockholders of the Company do not approve this Plan within twelve (12) months of
the adoption of this Plan by the Company’s Board, then the Company shall satisfy any federal,
state, or local tax withholding obligations relating to a Participant’s purchase of Common Stock by
withholding the entire minimum required withholding amount from such Participant’s paycheck(s) as
soon as administratively practicable following such purchase until paid in full.



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



     (e) As a condition to the exercise of an Purchase Right, the Company may require the
Participant to represent and warrant at the time of any such exercise that the shares of Common
Stock to be issued 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 applicable provisions of law.



     (f) As promptly as practicable after each Purchase Date, the Company will arrange for the
deposit, into each Participant’s account with the Agent designated by the Company to administer
this Plan, of the number of shares purchased upon exercise of his or her option.


10. Covenants of the Company. The Company shall seek to obtain from each federal, state,
foreign or other regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to issue and sell shares of Common Stock upon exercise of the Purchase Rights.
If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority that counsel for the Company






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deems necessary for the lawful issuance and sale of shares of Common Stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell shares of Common Stock
upon exercise of such Purchase Rights unless and until such authority is obtained.



11. Use of Proceeds from Shares of Common Stock. Proceeds from the sale of shares of
Common Stock pursuant to Purchase Rights shall constitute general funds of the Company.



12. Rights as a Stockholder. A Participant shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase
Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase
Rights are recorded in the books of the Company (or the Agent).



13. Designation of Beneficiary.




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



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


14. Adjustments upon Changes in Securities; Corporate Transactions.




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



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


15. Amendment of the Plan.




     (a) The Board at any time, and from time to time, may amend the Plan. However, except as
provided in Section 14 and this Section 15, and except as to amendments solely to benefit the
administration of the Plan, to take account of a change in legislation or to obtain or maintain
favorable tax, exchange control or regulatory treatment for Participants or the Company or any
Related Corporation, no amendment shall be effective unless approved by the stockholders of the
Company to the extent stockholder approval is necessary for the Plan to satisfy the requirements of
Section 423 of the Code or other applicable laws or regulations.



     (b) Without stockholder consent and without regard to whether any Participant rights may be
considered to have been adversely affected, the Board (or its Committee) will be entitled to change
the Offering Dates and Purchase Dates, limit the frequency and/or number of changes in the amount
withheld during an Offering, 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
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
Earnings, and establish such other limitations or procedures as the Board (or its Committee)
determines in its sole discretion advisable that are consistent with this Plan.



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



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



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16. Termination or Suspension of the Plan.




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



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


17. Reports. Individual accounts will be maintained for each Participant in this Plan.
Statements of account will be given to Participants promptly following each Exercise Date, which
statements will set forth the amounts of Contributions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.



18. Term and Effective Date of Plan. The Plan shall become effective as determined by the
Board. Notwithstanding the intent that the Company intends that the Purchase Rights be considered
options issued under an Employee Stock Purchase Plan, Purchase Rights may be exercised even if the
Plan has not been approved by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted by the Board. The Plan will continue in effect for a term of
twenty (20) years unless sooner terminated under Section 16.



19. Additional Restrictions of Rule 16b-3. The terms and conditions of options granted
hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act will
comply with the applicable provisions of Rule 16b-3. This Plan will be deemed to contain, and such
options will contain, and the shares issued upon exercise thereof will be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.



20. Miscellaneous Provisions.




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



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



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     (c) All notices or other communications by a Participant to the Company under or in connection
with this Plan will 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..



* * * * * * *





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