exv10w2






Exhibit 10.2




AMENDED AND RESTATED




3COM CORPORATION




1984 EMPLOYEE STOCK PURCHASE PLAN




Amended & Restated June 18, 2008; share addition subject to Stockholder Approval at the 2008

Annual Stockholders’ Meeting




     1. Purpose. The 3Com Corporation 1984 Employee Stock Purchase Plan (the “Prior Plan”)
was established to provide eligible employees of 3Com Corporation (“3Com”) and any current or
future subsidiary corporation(s) of 3Com (collectively referred to as the “Company”) with an
opportunity, through payroll deductions, to acquire common stock of 3Com. The Prior Plan has been
amended from time to time. On June 18, 2008, the Board of Directors of 3Com (the “Board”) amended
and restated the Prior Plan as amended in order to make various changes to the Prior Plan
considered beneficial for continuing to carry out the purposes of such plan, all in the form set
forth herein, with the share addition subject to stockholder approval at the 2008 Annual
Stockholders’ Meeting (the “Plan”). For purposes of the Plan, a parent corporation and a
subsidiary corporation shall be as defined in Sections 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended (the “Code”). The Company intends that the Plan shall qualify as an
“employee stock purchase plan” under Section 423 of the Code (including any future amendments or
replacements of such section), and the Plan shall be so construed. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit Plan participation in an uniform and
nondiscriminatory basis consistent with the requirements of Section 423 of the Code.



     Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code
shall have the same definition herein. Because an eligible employee who participates in the Plan
(a “Participant”) may withdraw the Participant’s accumulated payroll deductions and terminate
participation in the Plan or any Offering Period (as defined below) therein during an Offering
Period (as defined below), the Participant is, in effect, given an option which may or may not be
exercised during any Offering Period.



     2. Share Reserve. Subject to adjustment upon changes of capitalization of the
Company, as provided in Section 13 hereof, the maximum number of shares that may be issued under
the Plan shall be 46,687,441 [54,687,441 subject to stockholder approval at the Annual Meeting on
September 24, 2008] shares of 3Com’s authorized but unissued common stock (the “Shares”). In the
event that any option granted under the Plan (an “Option”) for any reason expires or is terminated,
the Shares allocable to the unexercised portion of such Option may again be subjected to an Option.



     3. Administration. The Plan shall be administered by the Board and/or by a duly
appointed committee of the Board having such powers as shall be specified by the Board, which
committee shall be constituted to comply with requirements relating to the administration of
equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Shares are listed or quoted and the
applicable laws of any foreign country or jurisdiction where awards are, or shall be, granted under
the Plan. Any subsequent references to the Board shall also mean the committee if it has been
appointed. All questions of interpretation of the Plan or of any Options shall be determined by
the Board and shall be final and binding upon all persons having an interest in the Plan and/or any
Option. Subject to the provisions of the Plan, the Board shall determine all of the relevant terms
and conditions of Options granted pursuant to the Plan; provided, however, that all Participants
granted Options pursuant to the Plan shall have the same rights and privileges within the meaning
of Section 423(b)(5) of the Code. Notwithstanding any provision to the contrary in this Plan, the
Board may adopt rules or procedures relating to the operation and administration of the 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 is specifically authorized to adopt rules and procedures
regarding eligibility to participate, the definition of Compensation, handling of payroll
deductions, making of contributions to the 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. All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.




     4. Eligibility. Any regular employee of the Company is eligible to participate in the
Plan and any Offering Period (as hereinafter defined) under the Plan, subject to the requirements
of Section 6, except the following:



          (a) employees who are customarily employed by the Company for less than twenty (20) hours a
week; and




          (b) employees who own or hold options to purchase or who, as a result of participation in the
Plan, would own or hold options to purchase stock of the Company possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the Company within the
meaning of Section 423(b)(3) of the Code.




     5. Offering Periods.



          (a) Offering Periods Beginning On or After October 1, 2003. Effective October 1,
2003, the Plan shall be implemented by offerings of six (6) months duration (an “Offering Period”).
An Offering Period shall commence on April 1 and October 1 of each year and end on September 30
and March 31, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may
establish a different term (including a term of up to 24 months with interim six (6) month purchase
periods) for one or more of the Offering Periods and/or different commencing and/or ending dates
for such Offering Periods. An employee who becomes eligible to participate in the Plan after the
commencement date of an Offering Period may not participate in such Offering Period, but may
participate in any subsequent Offering Period, provided such employee is still eligible to
participate in the Plan as of the commencement of any such subsequent Offering Period. The first
day of an Offering Period shall be the “Offering Date” for such Offering Period. In the event the
first day of an Offering Period is not a business day, the next business day shall be the first day
of the Offering Period. In the event the last day of an Offering Period is not a business day, the
most recently concluded business day shall be the last day of the Offering Period.




          (b) Governmental Approval; Shareholder Approval. Notwithstanding any other provision
of the Plan to the contrary, any Option granted pursuant to the Plan shall be subject to (i)
obtaining all necessary governmental approvals and/or qualifications of the sale and/or issuance of
the Options and/or the Shares, and (ii) in the case of Options with an Offering Date after an
amendment to the Plan, obtaining any necessary approval of the shareholders of the Company required
in Section 19.




     6. Participation in the Plan.



          (a) Initial Participation. An eligible employee may elect to become a Participant
effective as of the first Offering Date after satisfying the eligibility requirements set forth in
Section 4 above by (i) delivering a subscription agreement authorizing payroll deductions (a
“Subscription Agreement”) to the Company’s Stock Administration office during the Company’s open
enrollment period prior to each Offering Date, or such other period as the Company may determine in
its sole discretion, prior to such Offering Date, or (ii) following an electronic or other
enrollment procedure prescribed by the Board. Such election to





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participate shall state the eligible employee’s election to participate in the Plan and the
rate at which payroll deductions shall be accumulated. An eligible employee who does not deliver a
Subscription Agreement to the Company’s Stock Administration office during the Company’s open
enrollment period prior to the first Offering Date after becoming eligible to participate in the
Plan, or does not enroll using an electronic or other enrollment procedure prescribed by the Board,
shall not participate in the Plan for that Offering Period or for any subsequent Offering Period,
unless such employee subsequently enrolls in the Plan by filing a Subscription Agreement with the
Company or enrolling using an electronic or other enrollment procedure prescribed by the Board in
accordance with this Section 6(a).




          (b) Automatic Participation in Subsequent Offering Periods. A Participant shall
automatically participate in each subsequent Offering Period until such time as such Participant
ceases to be eligible as provided in Section 4, the Participant withdraws from the Plan pursuant to
Section 10 below, or the Participant terminates employment as provided in Section 11 below. A
Participant is not required to file an additional Subscription Agreement for such Offering Periods
in order to automatically participate therein.




     7. Purchase Price and Purchase Date. The purchase price at which Shares may be
acquired in any Offering Period under the Plan shall be eighty-five percent (85%) of the lesser of
(a) the fair market value of the Shares on the Offering Date of such Offering Period or (b) the
fair market value of the Shares on the Purchase Date of such Offering Period. For purposes of the
Plan, the fair market value of the Shares shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or system on which the
Company’s common stock is publicly traded on the date of determination, as reported in The Wall
Street Journal or such other source as the Company deems reliable. In the event the first day of
an Offering Period is not a business day, the next business day shall be the first day of the
Offering Period. In the event the last day of an Offering Period is not a business day, the most
recently concluded business day shall be the last day of the Offering Period.



     8. Payment of Purchase Price; Payroll Deductions.



          (a) Accumulation of Payroll Deductions. The purchase price of Shares to be acquired
in an Offering Period shall be accumulated only by payroll deductions over the Offering Period.
Payroll deductions from a Participant’s Compensation on each payday during the Offering Period (i)
shall not exceed ten percent (10%) of such Participant’s base pay per month, reduced by any payroll
deductions from such Participant’s compensation to purchase stock under any other plan of the
Company intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, and
(ii) shall not be less than one percent (1%) of the Participant’s Compensation per month.
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 9(c), a Participant’s payroll deductions may be decreased to zero percent (0%) at any
time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 9(c) hereof,
payroll deductions shall recommence at the rate originally elected by the Participant effective as
of the beginning of the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the Participant as provided in Section 10.




     For purposes hereof, a Participant’s “Compensation” from the Company is an aggregate that
shall include base wages or salary, commissions, overtime, discretionary bonuses, semi-annual
bonuses, other incentive payments, shift premiums, stand-by payments and call-out payments paid in
cash during such Offering Period before deduction for any contributions to any plan maintained by
the Company and described in section 401(k) or section 125 of the Code. Compensation shall not
include reimbursement of expenses, allowances, long-term disability, workers’ compensation or any
amount deemed received without the actual transfer of cash or any amounts directly or indirectly
paid pursuant to the Plan or any other stock purchase or stock option plan, or any other
compensation not included in the preceding sentence. Payroll deductions shall commence on the
first payday following the first day of a Offering Period or as soon as administratively



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feasible thereafter and shall continue to the end of such Offering Period unless sooner
altered or terminated as provided in the Plan.




          (b) Election to Change Payroll Deduction Rate. A Participant may decrease (but not
increase) the rate of payroll deductions with respect to an Offering Period only on or before and
effective as of the date three (3) months after the beginning of such Offering Period by filing an
amended Subscription Agreement with the Company or following an electronic or other procedure
prescribed by the Board. A Participant may increase or decrease the rate of payroll deductions for
any subsequent Offering Period by filing a new Subscription Agreement with the Company during such
period as the Company may determine in its sole discretion, prior to the beginning of such
subsequent Offering Period, or following an electronic or other enrollment procedure prescribed by
the Board. The Board may, in its sole discretion, change the nature and/or number of payroll
deduction rate changes that may be made by Participants during any Offering Period. Any change in
payroll deduction rate made pursuant to this Section 8(b) shall be effective as of the first full
payroll period following five (5) business days after the date on which the change is made by the
Participant (unless the Board, in its sole discretion, elects to process a given change in payroll
deduction rate more quickly).




          (c) Participant Accounts. Individual accounts shall be maintained for each
Participant. All payroll deductions from a Participant’s compensation shall be credited to the
Participant’s account under the Plan and shall be deposited with the general funds of the Company.
No interest shall accrue on such payroll deductions. All payroll deductions received or held by
the Company may be used by the Company for any corporate purpose.




     9. Purchase of Shares.



          (a) Purchase. On the Purchase Date of each Offering Period, each remaining
Participant shall automatically purchase, subject to the limitations set forth in Sections 9(b) and
9(c) below, that number of whole Shares arrived at by dividing the total amount theretofore
credited to the Participant’s account pursuant to Section 8(c) by the purchase price established
for such Offering Period pursuant to Section 7. Any cash balance remaining in the Participant’s
Plan account shall be refunded to the Participant as soon as practicable after the Purchase Date.
In the event the cash to be returned to a Participant pursuant to the preceding sentence is an
amount less than the amount necessary to purchase a whole Share, such amount shall continue to be
credited to the Participant’s Plan account and shall be applied toward the purchase of Shares in
the immediately subsequent Offering Period. No Shares shall be purchased in a given Offering
Period on behalf of a Participant whose participation in the Plan has terminated prior to the
Purchase Date for such Offering Period.




          (b) Share Limitation. Subject to the adjustments set forth in Section 13 below, no
Participant shall be entitled to purchase more than 4,000 Shares in a single Offering Period.




          (c) Fair Market Value Limitation. Notwithstanding any other provision of the Plan, no
Participant shall be entitled to purchase Shares under the Plan (or any other employee stock
purchase plan which is intended to meet the requirements of Section 423 of the Code sponsored by
3Com or a parent corporation or subsidiary corporation of 3Com) at a rate which exceeds $25,000 in
fair market value (or such other limit as may be imposed by Section 423 of the Code) for each
calendar year in which the Participant participates in the Plan or any other employee stock
purchase plan described in this sentence, as determined in accordance with Section 423(b)(8) of the
Code.




          (d) Pro Rata Allocation. In the event the number of Shares which might be purchased
by all Participants in the Plan exceeds the number of Shares available in the Plan, the Company
shall make a pro



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rata allocation of the remaining Shares in as uniform a manner as shall be practicable and as
the Company shall determine to be equitable.




          (e) Rights as a Shareholder and Employee. A Participant shall have no rights as a
shareholder by virtue of the Participant’s participation in the Plan until the date of issuance of
a stock certificate(s) for the Shares being purchased pursuant to the exercise of the Participant’s
Option. No adjustment shall be made for dividends or distributions or other rights for which the
record date is prior to the date such stock certificate(s) are issued. Nothing herein shall confer
upon a Participant any right to continue in the employ of the Company or interfere in any way with
any right of the Company to terminate the Participant’s employment at any time.




          (f) Registration of Shares. Shares to be delivered to a Participant under the Plan
shall be registered in the name of the Participant or in the name of Participant and his or her
spouse.




          (g) Permitted Adjustments. The Company may, from time to time, establish or change
(i) limitations on the frequency and/or number of changes in the amount withheld during an Offering
Period, (ii) an exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, (iii) procedures for permitting unequal percentages of payroll withholding from a
Participant’s compensation in order to accommodate the Company’s established payroll procedures or
mistakes or delays in following those procedures when processing Participants’ withholding
elections, and (iv) such other limitations or procedures as deemed advisable by the Company in the
Company’s sole discretion which are consistent with the Plan and Section 423 of the Code.




          (h) Delivery. As soon as reasonably practicable after each Exercise Date on which a
purchase of Shares occurs, the Company shall arrange the delivery to each Participant the Shares
purchased upon exercise of his or her option in a form determined by the Board (in its sole
discretion) and pursuant to rules established by the Board. The Company may permit or require that
shares be deposited directly with a broker designated by the Company or to a designated agent of
the Company, and the Company may utilize electronic or automated methods of share transfer. The
Company may require that shares be retained with such broker or agent for a designated period of
time and/or may establish other procedures to permit tracking of disqualifying dispositions of such
shares. No Participant shall have any voting, dividend, or other stockholder rights with respect
to Shares subject to any Option granted under the Plan until such Shares have been purchased and
delivered to the Participant as provided in this Section 9.




     10. Withdrawal.



          (a) Withdrawal From the Plan. A Participant may withdraw from the Plan by (i)
submitting to the Company’s Stock Administration office a notice of withdrawal on a form provided
by the Company for such purpose, or (ii) following an electronic or other withdrawal procedure
prescribed by the Board. Such withdrawal may be submitted no later than five (5) business days
prior to the end of an Offering Period to be effective for that Offering Period. A Participant is
prohibited from again participating in an Offering Period upon withdrawal from the Plan during such
Offering Period. A Participant who elects to withdraw from the Plan may again participate in the
Plan by filing a new Subscription Agreement or following an electronic or other procedure in the
same manner as set forth in Section 6(a) above for initial participation in the Plan. The Company
may impose, from time to time, a requirement that the notice of withdrawal be on file with the
Company for a reasonable period of time prior to the effectiveness of the Participant’s withdrawal
from the Plan.




          (b) Return of Payroll Deductions. Upon withdrawal from the Plan, the accumulated
payroll deductions credited to a withdrawing Participant’s account shall be returned to the
Participant and the



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Participant’s interest in the Plan shall terminate. No interest shall accrue on the payroll
deductions of a Participant.




     11. Termination of Employment. Termination of a Participant’s employment with the
Company for any reason, including retirement or death, or the failure of a Participant to remain an
eligible employee, shall terminate the Participant’s participation in the Plan immediately. Upon
such termination, the payroll deductions credited to the Participant’s account shall be returned to
the Participant (or in the case of the Participant’s death, to the Participant’s legal
representative) and all of the Participant’s rights under the Plan shall terminate. A Participant
whose participation has been so terminated may again become eligible to participate in the Plan by
again satisfying the requirements of Sections 4 and 6.



     12. Repayment of Payroll Deductions Without Interest. In the event a Participant’s
interest in the Plan is terminated, the Company shall deliver to the Participant (or in the case of
the Participant’s death or incapacity, to the Participant’s legal representative) the payroll
deductions credited to the Participant’s account. No interest shall accrue on the payroll
deductions of a Participant.



     13. Capital Changes. In the event of changes in the common stock of the Company due
to a stock split, reverse stock split, stock dividend, combination, reclassification or like change
in the Company’s capitalization, or in the event of any merger, sale or reorganization, appropriate
adjustments shall be made by the Company in (a) the number and class of Shares of stock subject to
the Plan and to any outstanding Option, (b) the purchase price per Share of any outstanding Option
and (c) the Share limitation set forth in Section 9(b) above.



     14. Designation of Beneficiary



          (a) A Participant may file a designation of a beneficiary who is to receive any Shares and
cash, if any, from the Participant’s account under the 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, a Participant may file a 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 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.




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




          (c) All beneficiary designations shall be in such form and manner as the Board may designate
from time to time.




     15. Nonassignability. Only the Participant may elect to exercise the Participant’s
Option during the Participant’s lifetime, and no rights or accumulated payroll deductions of any
Participant under the Plan may be pledged, assigned or transferred for any reason, except by will
or the laws of descent and distribution, and any such attempt may be treated by the Company as an
election by the Participant to withdraw from the Plan.



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     16. Use of Funds. The Company may use all payroll deductions received or held by it
under the Plan for any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions. Until Shares are issued, Participants shall only have the rights of an
unsecured creditor with respect to such Shares.



     17. Reports. Each Participant shall receive after the last day of each Offering
Period a report of the Participant’s account setting forth the total payroll deductions
accumulated, the number of Shares purchased and the remaining cash balance to be carried over
and/or refunded pursuant to Section 9(a) above, if any.



     18. Plan Term. This Plan shall continue until terminated by the Board or until all of
the Shares reserved for issuance under the Plan have been issued.



     19. Amendment or Termination of the Plan. The Board may at any time amend or
terminate the Plan, except that such termination cannot adversely affect Options previously granted
under the Plan except as otherwise permitted by the Plan, nor may any amendment make any change in
an Option previously granted under the Plan which would adversely affect the right of any
Participant except as otherwise permitted by the Plan, nor may any amendment be made without
approval of the shareholders of the Company within twelve (12) months of the adoption of such
amendment if such amendment would authorize the sale of more shares than are authorized for
issuance under the Plan or would change the designation of corporations whose employees may be
offered Options under the Plan. Without stockholder consent and without limiting this Section 19,
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 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 Shares for each Participant properly correspond with amounts withheld from the
Participant’s Compensation, and establish such other limitations or procedures as the Board
determines in its sole discretion advisable which are consistent with the Plan.



     20. Clawback. The Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate an unfavorable accounting consequence
including, but not limited to: (i) altering the purchase price for an 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 Plan participants.



     21. Data Privacy. By participating in the Plan, the Participant consents to the
collection, use and transfer of personal data as described in this Section. The Participant
understands that the Company and its subsidiaries hold certain personal information about the
Participant including, but not limited to, the Participant’s name, home address and telephone
number, date of birth, social security number or equivalent tax identification number, salary,
nationality, job title, any shares of stock or directorships held in the Company, contribution
amounts, contribution percentages, selected brokerage firm, and dispositions of shares purchased
through the ESPP program, for the purpose of managing and administering the Plan (“Data”). The
Participant further understands that the Company and/or its subsidiaries will transfer Data amongst
themselves as necessary for the purposes of implementation, administration, and management of the
Participant’s participation in the Plan, and that the Company and/or its subsidiaries may each
further transfer Data to any third parties assisting the Company in the implementation,
administration and management of the Plan (“Data Recipients”). The Participant understands that
these Data Recipients may be located in the Participant’s country of residence, the European
Economic Area, or elsewhere, such as the United States. The



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Participant authorizes the Data Recipients to receive, possess, use, retain and transfer Data
in electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any transfer of such Data, as may be required
for the administration of the Plan and/or the subsequent holding of shares of stock on the
Participant’s behalf, to a broker or third party with whom the shares acquired on purchase may be
deposited. The Participant understands that he or she may, at any time, review the Data, require
any necessary amendments to it or withdraw the consent herein in writing by contacting the Company.
The Participant further understands that withdrawing consent may affect the Participant’s ability
to participate in the Plan.




     22. Merger or Change in Control. In the event of a merger or a Change in Control (as
defined below) which occurs during any Purchase Period which begins after the date the Board
approved this amended and restated Plan, 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, the Offering Period then in progress shall be shortened by setting a new Purchase Date and
shall end on the new Purchase Date. The new Purchase Date shall be before the date of the
Company’s proposed merger or Change in Control. The Company shall notify each Participant in
writing, at least ten (10) days prior to the new Purchase Date, that the Purchase Date for the
Participant’s Option has been changed and that the Participant’s Option shall be exercised
automatically on the new Purchase Date, unless prior to such date the Participant has withdrawn
from the Offering Period as provided by the Plan. For the purposes of this Section 22, the term
“Change in Control” shall mean the occurrence of any of the following events:



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



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



               (iii) A change in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
means directors who either (A) are Directors as of the effective date of this Amended and Restated
Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at
least a majority of the Directors at the time of such election or nomination (but will not include
an individual whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company); or



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



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




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