Exhibit 10.18 

**NEOMAGIC CORPORATION**

**2006 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED JULY 12, 2007**

The following constitutes the provisions of the 2006 Employee Stock Purchase Plan of NeoMagic Corporation 

1. Purpose. The purpose of the Plan is to provide Employees with an opportunity to purchase Common Stock through accumulated payroll deductions.The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan, accordingly, will be construed so as to extend and limit Plan participation in auniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. 

2. Definitions. 

(a) “Administrator” means the Board or any committee designated by the Board to administer the Plan pursuant toSection 14. 

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

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

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

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

(iii) The consummation of a merger or consolidation of the Company, with any other corporation, other than a merger orconsolidation 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 itsparent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its parent outstanding immediately after such merger or consolidation. 

(iv) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of theDirectors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of the Plan (pursuant to Section 23 hereof), or (B) are elected, or nominated for election, tothe Board with the affirmative votes of at least a majority of those Incumbent 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 proxycontest relating to the election of Directors of the Company). 

(d) “Code” means the Internal Revenue Code of 1986, as amended. Anyreference to a section of the Code herein will be a reference to any successor or amended section of the Code. 

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

(f) “Company” means NeoMagicCorporation, a Delaware corporation. 

(g) “Compensation” means an Employee’s base straight time grossearnings, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 

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

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

(j) “Employee” means any individual who is a common law employeeof an Employer and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer. For purposes of the Plan, the employment relationship will be treated as continuingintact while the individual is on sick leave or other leave of absence that the Employer approves. Where the period of leave exceeds ninety (90) days and the individual’s right to reemployment is not guaranteed either by statute or bycontract, the employment relationship will be deemed to have terminated on the ninety-first (91st) day of such leave. The Administrator, in itsdiscretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) that the definition of Employee will or will not include an individual if heor she: (1) has not completed at least two years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (2) customarily works not more than 20 hours per week(or such lesser period of time as may be determined by the Administrator in its discretion), (3) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator inits discretion), (4) is an officer or other manager, or (5) is a highly compensated employee under Section 414(q) of the Code. 

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

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

(m) “ExchangeAct” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. 

(n) “Exercise Date” means the last Trading Day prior to the commencement of the June and December Offering Period commencement dates each year. The Administrator, in its discretion, from time to time may, prior to anEnrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) when the Exercise Dates will occur during an Offering Period. 

(o) “Fair Market Value” means, as of any date, the value of Common Stockdetermined 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 will be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted onsuch exchange or system on the date of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable, or; 

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

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

(p) “Offering Periods” means the period of time the Administrator may determine prior toEnrollment Date, for options to be granted on such Enrollment Date, during which an option granted under the Plan may be exercised, not to exceed twenty-seven (27) months. Unless the Administrator provides otherwise, Offering Periods will havea duration of approximately twenty-four (24) months, commencing on the first Trading Day on or after the second Friday in June and December of each year and terminating on the last Trading Day prior to the June and December Offering Periodcommencement date approximately twenty-four (24) months later. The Administrator may change the duration and timing of Offering Periods pursuant to Section 4 of this Plan. 

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

(r) “Plan” means this 2006 Employee Stock Purchase Plan. 

(s) “Purchase Period” means the period during an Offering Period which shares of Common Stock may be purchased on aparticipant’s behalf in accordance with the terms of the Plan. Unless and until the Administrator provides otherwise, the Purchase Period will mean the approximately six (6) month period commencing on one Exercise Date and ending with thenext Exercise Date, except that the first Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. 

(t) “Purchase Price” shall be determined by the Administrator (on a uniform and nondiscriminatory basis) prior to an Enrollment Date for all options to be granted on such Enrollment Date, subject tocompliance with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule) or pursuant to Section 20. Unless and until the Administrator provides otherwise, the PurchasePrice will equal eighty-five percent (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 Administratorpursuant to Section 20. 

(u) “Subsidiary” means a “subsidiary corporation,” whether nowor hereafter existing, as defined in Section 424(f) of the Code. 

(v) “Trading Day” means a day onwhich the U.S. national stock exchanges and the Nasdaq System are open for trading. 

3. Eligibility. 

(a) Offering Periods. Any individual who is an Employee as of the Enrollment Date of any Offering Period will be eligible toparticipate in such Offering Period, subject to the requirements of Section 5. 

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

4. Offering Periods. The Plan will be implemented by consecutive,overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after the second Friday in June and December of each year and terminating on the last Trading Day prior to the Offering Period commencement dateapproximately twenty-four (24) months later, or on such other date as the Administrator will determine, and continuing thereafter until terminated in accordance with Section 20. The Administrator will have the power to change the durationof Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5. Participation. An Employee who is eligible to participate in the Plan pursuant to Section 3(a) may become a participant by(i) submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing payroll deductions in theform provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator. 

6. Payroll Deductions. 

(a) At the time a participant enrolls in the Plan pursuant toSection 5, he or she will elect to have payroll deductions made on each payday during the Offering Period in an amount of at least one percent (1%) up to (and not exceeding) ten percent (10%) of the Compensation which he or shereceives on each such payday. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. 

(b) Payroll deductions authorized by a participant will commence on the first paydayfollowing the Enrollment Date and will end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10. 

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

(d) A participant may discontinuehis or her participation in the Plan as provided in Section 10, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company’s payroll office(or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or(ii) following an electronic or other procedure prescribed by the Administrator. If a participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions will continue at theoriginally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changesthat may be made by participants during any Offering Period. Any change in payroll deduction rate made pursuant to this Section 6(d) will be effective as of the first full payroll period following five (5) business days after the date onwhich the change is made by the participant (unless the Administrator, in its sole discretion, elects to process a given change in payroll deduction rate more quickly). 

(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), or ifthe Administrator reasonably anticipates a participant has contributed a sufficient amount to purchase a number of shares of Common Stock equal to or in excess of the applicable limit for such Purchase or Offering Period (as set forth inSection 7 or as established by the Administrator), a participant’s payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof,or for participants who have had there contributions reduced due to the applicable limits on the maximum number of shares that may be purchased in any Purchase or Offering Period, payroll deductions will recommence at the rate originally elected bythe participant effective as of 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. 

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

7. Grant of Option. On the Enrollment Date of each Offering Period, each Employee participating insuch Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such participant’s payrolldeductions 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 will a participant be permitted to purchase during each PurchasePeriod more than ten thousand (10,000) shares of Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(b) and 13. The Employeemay accept the grant of such option with respect to any Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase ordecrease, in its absolute discretion, the maximum number of shares of Common Stock that a participant may purchase during each Purchase Period of such Offering Period. Exercise of the option will occur as provided in Section 8, unless theparticipant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period. 

8. Exercise ofOption. 

(a) Unless a participant withdraws from the Plan as provided in Section 10, his or her option for thepurchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option will be purchased for such participant at the applicable Purchase Price with the accumulated payrolldeductions in his or her account. No fractional shares of Common Stock will be purchased; any payroll deductions accumulated in a participant’s account which are not sufficient to purchase a full share will be retained in the participant’saccount for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant as provided in Section 10. Any other funds left over in a participant’s account after the Exercise Date will be returned to theparticipant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her. 

(b) Notwithstanding any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock 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 Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such ExerciseDate, the Administrator may in its sole discretion provide that the Company will 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 willbe practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and either (x) continue all Offering Periods then in effect, or(y) terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make pro rata allocation of the shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant to thepreceding sentence, notwithstanding any authorization of additional shares of Common Stock for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. 

9. Delivery. As soon as administratively practicable after each Exercise Date on which a purchaseof shares of Common Stock occurs, the Company will arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant torules established by the Administrator. No participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased anddelivered to the participant as provided in this Section 9. 

10. Withdrawal. 

(a) Under procedures established by the Administrator, a participant may withdraw all but not less than all the payroll deductionscredited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s payroll office (or its designee) a written notice of withdrawal in the form prescribed by theAdministrator for such purpose, or (ii) following an electronic or other withdrawal procedure prescribed by the Administrator. All of the participant’s payroll deductions credited to his or her account will be paid to such participant aspromptly as practicable after the effective date of his or her withdrawal and such participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made for suchOffering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions ofSection 5. 

(b) A participant’s withdrawal from an Offering Period will not have any effect upon his or hereligibility 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 Employment. Upon a participant’s ceasing to be an Employee, for any reason, he or she will be deemed to have elected towithdraw from the Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such participant or, in the case of hisor her death, to the person or persons entitled thereto under Section 15, and such participant’s option will be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice oftermination of employment will be treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.

12. Interest. No interest will accrue on the payroll deductions of a participant in the Plan. 

13. Stock. 

(a)Subject to adjustment upon changes in capitalization of the Company as provided in Section 19, the maximum number of shares of Common Stock which will be made available for sale under the Plan will be 391,641 shares of Common Stock, includingthe number of Shares which have been reserved but not issued under the Company’s 1997 Employee Stock Purchase Plan (the “1997 ESPP”) as of December 9, 2006. 

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

14. Administration. The Board ora committee of members of the Board who will be appointed from time to time by, and will serve at the pleasure of, the Board, will administer the Plan. The Administrator will have full and exclusive discretionary authority to construe, interpret andapply the terms of the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for administration of the Plan (including, without limitation, to adopt suchprocedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the United States). The Administrator, in its sole discretion and on such terms andconditions as it may provide, may delegate to one or more individuals all or any part of its authority and powers under the Plan. Every finding, decision and determination made by the Administrator (or its designee) will, to the full extentpermitted by law, be final and binding upon all parties. 

15. Designation of Beneficiary. 

(a) A participant may designate a beneficiary who is to receive any shares of Common Stock and cash, if any, from the participant’saccount 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 designate abeneficiary 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 will be required for such designation to be effective. 

(b) The participant may change such designation ofbeneficiary 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 Plan who is living at the time of such participant’s death, the Company will deliver suchshares 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 cashto the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

(c) All beneficiary designations under this Section 15 will be made in such form and manner as the Administrator may prescribe fromtime to time. 

16. Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regardto the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15)by the participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 10.

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

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

19. Adjustments, Dissolution, Liquidation or Change of Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities,or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in thecorporate structure of the Company affecting the Common Stock such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefitsintended to be made available under the Plan, then the Administrator will, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the Purchase Price per share and the number ofshares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress will be shortened by setting a new Exercise Date (the “NewExercise Date”), and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date will be before the date of the Company’s proposeddissolution or liquidation. The Board will 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 Dateand that the participant’s option will 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. 

(c) Change of Control. In the event of a Change of Control, each outstanding option will be assumed or an equivalent optionsubstituted 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 will be shortened bysetting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress will end on the New Exercise Date. The New Exercise Date will be before the date of the Company’s proposed Change of Control. The Boardwill 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 optionwill 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. 

20. Amendment or Termination. 

(a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for anyreason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may besooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 19). If the OfferingPeriods are terminated prior to expiration, all amounts then credited to participants**’** accounts which have not been used to purchase shares of Common Stock will be returned to the participants (without interest thereon, except asotherwise required under local laws) as soon as administratively practicable. 

(b) Without stockholder consent and withoutlimiting Section 20(a), the Administrator will 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 amountswithheld 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 theparticipant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan. 

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

(i) amending the Plan to conform with the safe harbor definition under Statement of Financial Accounting Standards 123(R), including withrespect to an Offering Period underway at the time; 

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

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

(iv) reducingthe maximum percentage of Compensation a participant may elect to set aside as payroll deductions; and 

(v) reducing themaximum number of Shares a participant may purchase during any Offering Period or Purchase Period. 

Such modifications or amendments will not requirestockholder approval or the consent of any Plan participants. 

21. Notices. All notices or other communications by a participant to the Company under or inconnection with the Plan will 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. 

22. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option under the Plan unless the exercise ofsuch option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, including the rules andregulations promulgated thereunder, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed, and will 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 andwarrant 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 byany of the aforementioned applicable provisions of law. 

23. Term of Plan. The Plan will become effective upon the earlier to occurof its adoption by the Board or its approval by the stockholders of the Company. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 20. 

24. Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws, regulations, or stock exchange rules if theFair 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 of such Offering Period, then all participants in such Offering Period will beautomatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.