Exhibit
10.9


INTERMEC,
INC.
  2008
EMPLOYEE STOCK PURCHASE PLAN
  (Effective
July 1, 2008)
  
 1.
              ESTABLISHMENT
      OF PLAN.
  Intermec,
Inc., a Delaware corporation (the "Company"), proposes to grant options
("Options") for purchase of the Company's common stock, $.01 par value ("Common
Stock"), to eligible employees of the Company and its Designated Subsidiaries
(as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this
"Plan").  This Plan includes two components: a Code (as defined below)
Section 423(b) Plan and a non-Code Section 423(b) Plan.  For purposes
of this Plan, "parent corporation" and "subsidiary" (collectively,
"Subsidiaries") shall have the same meanings as "parent corporation" and
"subsidiary corporation" set forth in Sections 424(e) and 424(f), respectively,
of the Internal Revenue Code of 1986, as amended (the "Code").  In
addition, for purposes of this Plan, “Affiliate” shall mean an entity, other
than a Subsidiary, in which the Company has a controlling interest.
  The
Company intends this Plan to qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments or successor provisions to
such Section), but makes no representation of such status nor undertaking to
maintain such status.  In addition, this Plan document authorizes the
grant of options under a non-Code Section 423(b) Plan which does not qualify
under Section 423(b) of the Code pursuant to rules, procedures or sub-plans
adopted by the Committee (as defined in Section 4 of this Plan) (or its
designate) designed to achieve tax, securities law or other objectives for
eligible employees and the Company.  Except as otherwise indicated
herein, the non-Code Section 423(b) Plan will operate and be administered in the
same manner as the Code Section 423(b) Plan.
  2.
              STOCK
      SUBJECT TO PLAN.
  A total
of 1,500,000 shares of the Common Stock is reserved for issuance under this
Plan.  Such number shall be subject to adjustments effected in
accordance with Section 16 of this Plan.  Any shares of Common Stock
that have been made subject to an Option that cease to be subject to the Option
(other than by means of exercise of the Option), including, without limitation,
in connection with the cancellation or termination of an Option, shall again be
available for issuance in connection with future grants of Options under this
Plan.
  3.
              PURPOSE.
  The
purpose of this Plan is to provide employees of the Company and its designated
Subsidiaries or Affiliates, as that term is defined in Section 5 of this Plan
("Designated Subsidiaries"), with a convenient means of acquiring an equity
interest in the Company through payroll deductions (or, if payroll deductions
are not permitted under local laws, through other means specified by the
Committee and as part of the non-Code Section 423(b) Plan), to enhance such
employees' sense of participation in the affairs of the Company and Subsidiaries
and Affiliates.
  1 of
10
  4.
              ADMINISTRATION.
  This Plan
shall be administered by a committee (the "Committee") appointed by the
Company's Board of Directors (the "Board") consisting of at least two members,
who need not be members of the Board and who may be eligible to participate in
the Plan.  The Committee shall initially be the Compensation Committee
of the Board.  Subject to the provisions of this Plan, the Committee
shall have exclusive authority, in its discretion, to determine all matters
relating to Options granted under this Plan, including all terms, conditions,
restrictions, and limitations of Options and to determine all factual matters
relevant to the Plan and its administration; provided, however, that all
participants granted Options under an offering pursuant to the Code Section
423(b)(5) shall have the same rights and privileges within the meaning of Code
Section 423(b)(5) except as required by applicable law.  The Committee
shall also have exclusive authority to interpret this Plan and may from time to
time adopt rules and regulations of general application for this Plan's
administration.  The Committee shall have the discretion to determine
whether eligible employees of the Company or a Designated Subsidiary shall
participate in the Code Section 423(b) Plan or the non-Code Section 423(b)
Plan.  Additionally, the Committee has the discretion to adopt rules
regarding the Plan administration to conform to local laws or to enable eligible
employees of the Company and Designated Subsidiaries to participate in the
Plan.  The Committee may also adopt rules, procedures or sub-plans
applicable to particular Designated Subsidiaries or locations, which sub-plans
may be designed to be outside the scope of Code Section 423.  Without
limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules and procedures regarding the handling of payroll
deductions, payment of interest and handling of stock certificates which vary
according to local requirements as part of the non-Code Section 423(b)
Plan.  The Committee has the authority to suspend or limit
participation in the non-Code Section 423(b) Plan for any reason, including
administrative or economic reasons.  The Committee's exercise of
discretion and interpretation of this Plan, its rules and regulations, and all
actions taken and determinations made by the Committee pursuant to this Plan
shall be conclusive and binding on all parties involved or
affected.  The Committee may delegate administrative duties to
employees of the Company or to independent contractors, as it deems
advisable.  All expenses incurred in connection with the
administration of this Plan shall be paid by the Company and the Designated
Subsidiaries; provided, however, that the Committee may require a participant to
pay any costs or fees in connection with the sale by the participant of shares
of Common Stock acquired under this Plan.
  5.
              ELIGIBILITY.
  For all
purposes of this Plan, the term “Designated Subsidiaries” shall mean those
entities of the Company, including any Subsidiaries or Affiliates, which may
hereafter be determined by the Committee or the Board to be Designated
Subsidiaries for participation in the Plan.  For purposes of the Code
Section 423(b) Plan only, such Designated Subsidiaries must be Subsidiaries as
defined in Section 1 of the Plan.  Such determination of Designated
Subsidiaries may permit participation in this Plan of all of the eligible
employees working for the Designated Subsidiary or, with respect to the non-Code
Section 423(b) Plan, only those eligible employees who work for a Designated
Subsidiary in a particular country or countries as determined by the Committee
or the Board.  A Designated Subsidiary will cease to be a Designated
Subsidiary on the earlier of (i) the date the Committee or the Board determines
that such entity is no longer a Designated Subsidiary or (ii) with respect to
the Code Section 423(b) Plan only, such Designated Subsidiary ceases for any
reason to be a "parent corporation" or "subsidiary corporation" as defined in
Sections 424(e) and 424(f), respectively, of the Code.
  Any
employee of the Company or the Designated Subsidiaries is eligible to
participate in the Plan for any Offering Period (as hereinafter defined) under
this Plan except the following:
  2 of
10
  (a)    employees
who, together with any other person whose stock would be attributed to such
employee pursuant to Section 424(d) of the Code, own stock or hold options to
purchase stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or any of its Subsidiaries
or who, as a result of being granted Options under this Plan would own stock or
hold options to purchase stock possessing five percent or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries;
  (b)     employees
whose employment terms are covered by a collective bargaining agreement in
situations where the applicable union or other collective bargaining unit has
either refused to bargain with respect to this Plan as an employee benefit
(having been specifically requested to do so by the Company or a Subsidiary) or
has considered this Plan as a potential employee benefit and has rejected this
Plan or has otherwise determined that employees which such union or other
bargaining unit represents may not participate in this Plan, provided the
exclusion of such employees is not prohibited under applicable local
law;
  (c)    employees
who are citizens of a country which prohibits foreign corporations from granting
stock options to any of its citizens; and
  (d)    no
employee of the Company or a Designated Subsidiary shall be eligible to
participate in the non-Code Section 423(b) Plan if he or she is an officer or
director of the Company subject to the requirements of Section 16 of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to
the Company’s securities.
  6.
              OFFERING
      PERIODS.
  The
offering periods of this Plan (individually, an "Offering Period") shall be of
periods not to exceed the maximum period permitted by Section 423 of the
Code.  Unless and until determined otherwise by the Committee or the
Board, (a) Offering Periods shall commence on January 1, April 1, July 1 and
October 1 of each calendar year, and (b) each Offering Period shall consist of
one three-month purchase period (individually, a "Purchase Period") during which
payroll deductions of the participants are accumulated under this Plan or, if
payroll deductions are not permitted under local law, during which other means
of contribution, specified by the Committee pursuant to the non-Code Section
423(b) Plan, are collected.  The first day of each Offering Period is
referred to as the "Offering Date."  The last day of each Purchase
Period is referred to as the "Purchase Date."  Subject to the
requirements of Section 423 of the Code, the Committee or the Board shall have
the power to change the duration of Offering Periods or Purchase Periods with
respect to future offerings.
  7.
              PARTICIPATION
      IN THIS PLAN.
  Eligible
employees may become participants in an Offering Period under this Plan on the
first Offering Date by delivering an enrollment form provided by the Company to
the administrator for this Plan at the facility of the Company or the Designated
Subsidiary by which the participant is employed (the "Local Administrator") not
later than the 15th day of the month (or if such day is not a business day for
the Company or the applicable Subsidiary, on the immediately preceding business
day) before such Offering Date unless a later time for filing the enrollment
form authorizing payroll deductions or other contributions is set by the
Committee for all eligible employees with respect to a given Offering
Period.  Once an employee becomes a participant in the Plan with
respect to an Offering Period, such employee will automatically participate in
the Offering Period commencing immediately following the last day of the prior
Offering Period unless the employee withdraws from this Plan or terminates
further participation in the Offering Period as set forth in Sections 13 and 14
below.  Such participant is not required to file any additional
enrollment form in order to continue participation in this Plan, except that the
Committee may require the filing of new enrollment forms by participants who
transfer to another facility of the Company or a Designated
Subsidiary.
  3 of
10
  8.
              GRANT OF OPTION ON
      ENROLLMENT.
  Enrollment
by an eligible employee in this Plan with respect to an Offering Period will
constitute the grant by the Company to such employee of an Option to purchase on
the Purchase Date up to that number of shares of Common Stock of the Company,
and any fraction of a share, determined by dividing (a) the amount accumulated
in such employee's payroll deduction account during the Purchase Period ending
on such Purchase Date by (b) the Purchase Price as that term is defined in
Section 9; provided, however, that the number of shares which may be purchased
pursuant to an Option may in no event exceed  the number of shares
determined in the manner set forth in Section 11(b) of the Plan or such other
maximum number of shares as may be specified in the future by the Committee in
lieu of the limitation  set forth in Section 11(b).
  9.
              PURCHASE
      PRICE.
  The
purchase price per share (the "Purchase Price") at which a share of Common Stock
will be sold in any Purchase Period shall be no less than 85 percent of the fair
market value of such share on the Purchase Date; provided that the Committee may
change the Purchase Price to be anywhere from eighty-five percent (85%) to one
hundred percent (100%) of the fair market value of a Share on the Offering Date
or the Purchase Date.
  For
purposes of this Plan, the term "fair market value" on a given date shall bethe closing pricefor the Common Stock on
any given date during regular session trading on the New York Stock Exchange, or
if not trading on that date, such price on the last preceding date on which the
Common Stock was traded.If there is no regular
trading market for the Common Stock, the fair market value of the Common Stock
shall be as determined by the Committee in its sole discretion, exercised in
good faith.  The Committee may change the manner in which the Purchase
Price is determined with respect to future offerings if such changed manner of
computation is announced prior to the first day of the first Offering Period to
be affected by such change.
  10.
              PURCHASE
      OF SHARES; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
    SHARES.
  (a)    Funds
contributed by each participant for the purchase of shares under this Plan shall
be accumulated by regular payroll deductions made during each Offering Period,
unless payroll deductions are not permitted under local laws as determined by
the Committee, in which case the participant may contribute by such other means
as specified by the Committee and as part of the non-Code Section 423(b)
Plan.  The deductions shall be made as a percentage of the
participant's Compensation in 1 percent increments comprising not less than 1
percent and not more than 15 percent of Compensation, provided that the
Committee may, in its sole discretion, set a lower percentage of Compensation as
the maximum allowable deduction.  As used herein, except as provided
in the following sentence, "Compensation" shall mean all base salary, wages,
cash bonuses, commissions, and overtime; provided, however, that, for purposes
of determining a participant's Compensation, any election by such participant to
reduce his or her regular cash remuneration under Sections 125 or 401(k) of the
Code or pursuant to a nonqualified deferred compensation plan shall be treated
as if the participant did not make such election.  "Compensation" does
not include severance pay, hiring and relocation allowances, pay in lieu of
vacation, automobile allowances, imputed income arising under any Company group
insurance or benefit program, income received in connection with stock options,
or any other special items of remuneration including any bonus, commission, or
fee which, in the judgment of the Committee, is paid to a participant for the
accomplishment of a particular non-ordinary course transaction or
circumstance.  The Committee shall have the discretion to determine
what constitutes Compensation for participants outside the United
States.  Payroll deductions shall commence on the first payday
following the Offering Date and shall continue through the last payday of the
Offering Period unless sooner altered or terminated as provided in this
Plan.
  4 of
10
  (b)    A
participant may lower (but not increase) the rate of payroll deductions or
contribution during an Offering Period by filing with the Local Administrator a
new authorization for payroll deductions or other contributions, in which case
the new rate shall become effective for the next payroll period commencing more
than 15 days after the Local Administrator's receipt of the authorization and
shall continue for the remainder of the Offering Period unless changed as
described below.  Such change in the rate of payroll deductions or
contribution may be made at any time during an Offering Period, but not more
than one change may be made effective during any Offering
Period.  Notwithstanding the foregoing, a participant may lower the
rate of payroll deductions or contribution to zero for the remainder of the
Offering Period.  A participant may increase or decrease the rate of
payroll deductions or contribution for any subsequent Offering Period by filing
with the Local Administrator a new authorization for payroll deductions or other
contributions not later than the 15th day of the month (or if such date is not a
business day, the immediately preceding business day) before the beginning of
such Offering Period.  A participant who has decreased the rate of
withholding or contribution to zero will be deemed to continue as a participant
in the Plan until the participant withdraws from the Plan in accordance with the
provisions of Section 13 or his or her participation is terminated in accordance
with the provisions of Section 14.  A participant shall have the right
to withdraw from this Plan in the manner set forth in Section 13 regardless of
whether the participant has exercised his or her right to lower the rate at
which payroll deductions or contributions are made during the applicable
Offering Period.
  (c) 
  All payroll deductions made for or contributions received from a
participant will be credited to his or her account under this Plan and deposited
with the general funds of the Company, except as may be required by applicable
law.  No interest will accrue on payroll deductions or contributions,
except as may be required by applicable law.  All payroll deductions
or contributions received or held by the Company may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions or contributions, except as may be required by applicable
law.
  (d)    On
each Purchase Date, provided that the participant has not terminated employment
in accordance with Section 14 or has not submitted to the Local Administrator a
signed and completed withdrawal form, in either case on or before the 15th day
(or if such day is not a business day, on the immediately preceding business
day) of the last month of the Offering Period in accordance with Section 10(b)
or Section 13  of this Plan, or the Plan has not been terminated prior
to the date referred to in the foregoing clause, the Company shall apply the
funds then in the participant's account to the purchase at the Purchase Price of
whole and any fractional share of Common Stock issuable under the Option granted
to such participant with respect to the Offering Period to the extent that such
Option is exercisable on the Purchase Date.
  5 of
10
  (e)     During
a participant's lifetime, such participant's Option to purchase shares hereunder
is exercisable only by him or her. The participant will have no interest or
voting right in shares covered by his or her Option until such Option has been
exercised.
  11.
              LIMITATIONS
      ON RIGHTS TO PURCHASE.
  (a)     No
participant shall be entitled to purchase stock under this Plan at a rate which,
when aggregated with his or her rights to purchase stock under all other
employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000
in fair market value determined as of the Offering Date (or such other limit as
may be imposed by the Code) for each calendar year in which the employee
participates in this Plan. The Company shall have the authority to take all
necessary action, including but not limited to, suspending the payroll
deductions of any participant, in order to ensure compliance with this
Section.
  (b)    The
number of shares which may be purchased by any employee on the first Purchase
Date to occur in any calendar year may not exceed the number of shares
determined by dividing $25,000 (or such other limit as may be imposed by the
Code) by the fair market value (as defined in Section 9) of a share of Common
Stock on the first day of the Offering Period in which such Purchase Date
occurs.  The number of shares which may be purchased by any employee
on any subsequent Purchase Date which occurs in the same calendar year (as that
referred to in the preceding sentence) shall not exceed the number of shares
determined by performing the calculation described below, with all computations
to be made to the nearest ten thousandth of a whole share of Common Stock or one
hundredth of one cent, as the case may be.
  Step
One:The
number of shares purchased by the employee during any previous Offering Period
which occurred in the same calendar year shall be multiplied by the fair market
value (as defined in Section 9) of a share of Common Stock on the first day of
such previous Offering Period in which such shares were purchased.
  Step
Two:  The amount determined in Step One shall be subtracted
from $25,000.
  Step
Three:  The amount determined in Step Two shall be divided by
the fair market value (as defined in Section 9) of a share of Common Stock on
the first day of the Offering Period in which the subsequent Purchase Date (for
which the maximum number of shares which may be purchased is being determined by
this calculation) occurs.  The quotient so obtained shall be the
maximum number of shares which may be purchased by any employee on such
subsequent Purchase Date.
  Subject
to the limitations of Section 423 of the Code, the Committee may from time to
time determine that a lower maximum number of shares may be purchased on any
given Purchase Date in lieu of the maximum amounts described above in this
Section 11, in which case the number of shares which may be purchased by any
employee on such Purchase Date may not exceed such different
limitation.
  (c)     If
the number of shares to be purchased on a Purchase Date by all employees
participating in this Plan exceeds the number of shares then available for
issuance under this Plan, then the Company will make a pro rata allocation of
the remaining shares in as uniform a manner as shall be reasonably practicable
and as the Committee shall determine to be equitable.  In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's Option to each participant affected
thereby.
  6 of
10
  (d)    Any
payroll deductions or contributions accumulated in a participant's account which
are not used to purchase stock due to the limitations in this Section 11 shall
be returned to the participant as soon as practicable after the end of the
applicable Purchase Period without interest, except as otherwise required by
local law.
  12.
              EVIDENCE OF STOCK
      OWNERSHIP.
  Promptly
following each Purchase Date, the number of full and fractional shares of Common
Stock purchased by each participant shall be deposited into an account
established in the participant's name at a stock brokerage or other financial
services firm designated or approved by the Committee (the "Plan Financial
Agent").  Unless otherwise provided by law, unless a participant
elects to sell or gift shares acquired under the Plan, such shares must be
retained in an account with the Plan Financial Agent for a period of twenty-one
(21) months following the Purchase Date, or some other time period required by
the Code or specified by the Committee, even in the event that the participant
terminates his or her employment with the Company; provided, however, that if
the Option was granted under the non-Code Section 423(b) Plan, the shares of
Common Stock acquired under the Option are not subject to such holding
period.  With respect to full (but not fractional) shares for which
the Code Section 423(a) holding period has been satisfied, the participant may
move those shares to another account of the participant's choosing or request
those shares be transferred to the participant in book entry form through the
Company's direct registration system or that a stock certificate for full (but
not fractional) shares be issued and delivered to him or her.
  13.
              WITHDRAWAL.
  (a)    Each
participant may withdraw from an Offering Period under this Plan by signing and
delivering to the Local Administrator a written notice to that effect on a form
provided for such purpose.  Such withdrawal may be elected at any time
on or prior to the 15th day of the last month (or if such date is not a business
day, the immediately preceding business day) of an Offering Period, provided
that a later withdrawal may be permitted by the Committee under the non-Code
Section 423(b) Plan, if necessary or advisable under local law.
  (b)    Upon
withdrawal from this Plan, the accumulated payroll deductions or contributions
of the participant not theretofore utilized for the purchase of shares of Common
Stock on a Purchase Date shall be returned to the withdrawn participant, without
interest (except as otherwise required under local laws), and his or her
participation in this Plan shall terminate.  In the event a
participant voluntarily elects to withdraw from this Plan, he or she may not
resume his or her participation in this Plan during the same Offering Period,
but he or she may participate in any subsequent Offering Period by filing a new
authorization for payroll deductions or other contributions in the same manner
as set forth above for initial participation in this Plan.
  14.
              TERMINATION OF EMPLOYMENT;
      LEAVE OF ABSENCE.
  Termination
of a participant's employment for any reason, including retirement, death, or
the failure of a participant to remain an eligible employee, immediately
terminates his or her participation in this Plan.  In such event,
except as provided in Section 15, the payroll deductions or contributions
credited to the participant's account will be returned to him or her or, in the
case of his or her death, to his or her beneficiary or heirs, without interest,
except as otherwise required under local laws.  For purposes of this
Section 14, an employee will not be deemed to have terminated employment or
failed to remain in the continuous employ of the Company or any of its
Subsidiaries in the case of any leave of absence approved by the Committee,
provided that (a) such leave does not exceed 3 months, or (b) if such leave is
longer than 3 months, the employee's right to reemployment is provided either by
statute or by contract.  If the period of leave exceeds 3 months and
the employee's right to reemployment is not provided either by statute or by
contract, the employment relationship is deemed to terminate on the first day
immediately following such three-month period.  For purposes of this
Section 14, an employee will not be deemed to have terminated employment or
failed to remain in the continuous employ of the Company or any of its
Subsidiaries in the case of transfer between or amongst the Company and any
Subsidiary.
  7 of
10
  15.
              RETURN OF PAYROLL
      DEDUCTIONS.
  In the
event a participant's interest in this Plan is terminated by withdrawal,
termination of employment, or otherwise, or in the event this Plan is terminated
by the Board, the Company shall promptly deliver to the participant all payroll
deductions and contributions of the participant to the Plan which have not yet
been applied to the purchase of stock unless such termination of participation
occurs later than the 15th day of the final month of the Offering Period (or if
such date is not a business day, on the preceding business day), or the latest
date permitted for withdrawal by the Committee in which event such payroll
deductions and contributions will be utilized to purchase Common Stock for the
participant.  No interest shall accrue on the payroll deductions of a
participant in this Plan, except as otherwise required under local
laws.
  16.
              CAPITAL
      CHANGES.
  In the
event that at any time or from time to time a stock dividend, stock split,
spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to stockholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in (a)
the outstanding shares of Common Stock or any securities exchanged therefor or
received in their place being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different, or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock, then the Committee, in its sole
discretion, shall make such equitable adjustments as it shall deem appropriate
in the circumstances in the maximum number and kind of shares of stock subject
to this Plan as set forth in Sections 1 and 2, the number and kind of shares
subject to outstanding Options, and the Purchase Price.  The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding.
  17.
              NONASSIGNABILITY.
  Neither
payroll deductions nor other contributions credited to a participant's account
nor any rights with regard to the exercise of an Option or to receive shares
under this 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 24 hereof) by the participant.  Any such attempt
at assignment, transfer, pledge, or other disposition shall be void and without
effect.
  18.
              REPORTS AND STATUS OF
      ACCOUNTS.
  Individual
accounts will be maintained by the Plan Financial Agent for each participant in
this Plan. The Plan Financial Agent shall send to each participant promptly
after the end of each Purchase Period a report of his or her account setting
forth with respect to such Purchase Period the total payroll deductions or other
contributions accumulated, the number of whole and any fractional share
purchased, and the per share price thereof, and also setting forth the total
number of shares (including any fractional share) then held in his or her
account.  Neither the Company nor any Designated Subsidiary shall have
any liability for any error or discrepancy in any such report.
  8 of
10
  19.
              NO RIGHTS TO CONTINUED
      EMPLOYMENT; NO
      IMPLIED RIGHTS.
  Neither
this Plan nor the grant of any Option hereunder shall confer any right on any
employee to remain in the employ of the Company or any Subsidiary or restrict
the right of the Company or any Subsidiary to terminate such employee's
employment.  The grant of any Option hereunder during any Offering
Period shall not give a participant any right to similar grants
thereafter.
  20.
              EQUAL RIGHTS AND
      PRIVILEGES.
  All
eligible employees shall have equal rights and privileges with respect to the
Code Section 423(b) Plan except as required by applicable law so that the Code
Section 423(b) Plan qualifies as an "employee stock purchase plan" within the
meaning of Section 423 or any successor provision of the Code and the related
regulations.
  21.
              NOTICES.
  All
notices or other communications by a participant to the Company under or in
connection with this Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
  22.
              AMENDMENT OF
      PLAN.
  This Plan
may be amended by the stockholders of the Company.  The Board may also
amend this Plan in such respects as it shall deem advisable; however,
stockholder approval will be required for any amendment that will increase the
total number of shares as to which Options may be granted under this Plan, or,
but for such shareholder approval, cause the Code Section 423(b) Plan to fail to
continue to qualify as an "employee stock purchase plan" under Section 423 of
the Code.
  23.
              TERMINATION
      OF THE PLAN.
  The
Company's stockholders or the Board may suspend or terminate this Plan at any
time.  No Options shall be granted during any period of suspension of
this Plan.
  24.
              DEATH
      OF PARTICIPANT.
  In the
event of a participant's death prior to the delivery to him or her (or to the
Plan Financial Agent on his or her behalf) of any shares or cash held by the
Company for the account of the participant, and to the extent permitted by local
law, the Company shall deliver such shares or cash to the executor or
administrator of the estate of the participant.
  25.
              CONDITIONS UPON ISSUANCE OF
      SHARES; LIMITATION ON SALE OF SHARES.
  The
Company shall not be required to issues Shares with respect to an Option unless
the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated
quotation system upon which the shares may then be listed, and shall be further
subject to the approval of the Company with respect to such
compliance.
  9 of
10
  26.
              EFFECTIVE
      DATE.
  The Plan
which has been adopted by the Company’s Board of Directors shall become
effective on July 1, 2008, subject to stockholder approval.
  27.
              GOVERNING
      LAW.
  Except to
the extent that provisions of this Plan are governed by applicable provisions of
the Code or any other substantive provision of federal law, this Plan shall be
construed in accordance with, and shall be governed by, the substantive laws of
the State of Delaware without regard to any provisions of Delaware law relating
to the conflict of laws.
  ±±±±
   10 of 10