Employee Stock Purchase Plan


    Exhibit 10.1

      EXPRESS
        SCRIPTS, INC.

      EMPLOYEE
        STOCK PURCHASE PLAN

      (As
        amended and restated Effective for the Offering Period Commencing January
        1,
        2006)

      


      1.        
        Purpose. 
        The purpose of the Plan is to provide employees of the Company and its
        Designated Subsidiaries with an opportunity to purchase Common Stock of the
        Company through accumulated payroll deductions. It is the intention of the
        Company to have the Plan qualify as an “Employee Stock Purchase Plan” under
        Section 423 of the Internal Revenue Code of 1986, as amended. The provisions
        of
        the Plan shall, accordingly, be construed so as to extend and limit
        participation in a manner consistent with the requirement of that section
        of the
        Code.

      


      2.        
        Definitions.

      


      a)      “Board”
        shall mean the Board of Directors of the Company.

      


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

      


      c)      “Common
        Stock” shall mean the Class A Common Stock, par value $0.01, of the
        Company.

      


      d)      “Company”
        shall mean Express Scripts, Inc., a Delaware corporation, and, unless the
        context requires otherwise, any Designated Subsidiary.

      


      e)      “Compensation”
        shall mean all regular straight time gross earnings and commissions, exclusive
        of payments for overtime, shift premium, incentive payments, bonuses and
        other
        compensation, and without reduction for contributions to any 401(k) plan
        sponsored by the Company.

      


      f)      “Contributions”
        shall mean all amounts credited to the account of a participant pursuant
        to the
        Plan.

       

      g)      “Designated
        Subsidiary” shall mean any Subsidiary which has been designated by the Board
        from time to time in its sole discretion as eligible to participate in the
        Plan.

       

      h)      “Employee”
        shall mean any person who is an employee of the Company for tax purposes
        whose
        customary employment with the Company is at least twenty (20) hours per week
        and
        more than five (5) months in a calendar year. For purposes of the Plan, the
        employment relationship shall be treated as continuing intact while the
        individual is on short term disability or other leave of absence approved
        by the
        Company. Where the period of leave exceeds 90 days and the individual’s right to
        reemployment is not guaranteed either by statute or by contract, the employment
        relationship shall be deemed to have terminated on the 91st
        day of
        such leave.

       

      i)      “Enrollment
        Date” shall mean the first business day of each Participation
        Period.

      


      j)      “Exchange
        Act” shall mean the Securities Exchange Act of 1934, as amended.

      


      k)      “Offering
        Date” shall mean the first business day of each Offering Period of the
        Plan.

      


      l)       “Offering
        Period” shall mean a period of one (1) month commencing on the first day of each
        calendar month except as otherwise indicated by the Company.

      


      m)    “Participation
        Period” shall mean a period of three (3) months commencing on January 1, April
        1, July 1 and September 1 of each year except as otherwise indicated by the
        Company.

      


      n)     “Plan”
        shall mean this Employee Stock Purchase Plan.

       

      o)      “Purchase
        Date” shall mean the last day of each Offering Period of the Plan.

       

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

      


      3.        
        Eligibility.

       

      
         a)    Any
          person who is an Employee of the Company as of the first Offering Date
          of a
          given Participation Period, who has continuously been an Employee for at
          least
          thirty-one (31) days, and who is not a “senior executive” of the Company, as
          such term may be defined from time to time by the Board (or any committee
          administering the Plan in accordance with Section 13 hereof), shall be
          eligible to participate in Offering Periods of such Participation Period
          under
          the Plan, subject to the requirements of Section 5(a) and the limitations
          imposed by Section 423(b) of the Code.


         b)    Any
          provisions of the Plan to the contrary notwithstanding, no Employee shall
          be
          granted an option under the Plan (i) if, immediately after the grant, such
          Employee (or any other person whose stock would be attributed to such an
          Employee pursuant to Section 424(d) of the Code) would own stock and/or
          hold
          outstanding options to purchase stock possessing five percent (5%) or more
          of
          the total combined voting power or value of all classes of stock of the
          Company
          or of any Subsidiary, or (ii) if such option would permit his or her rights
          to
          purchase stock under all employee stock purchase plans (described in Section
          423
          of the Code) of the Company and its Subsidiaries to accrue at a rate which
          exceeds twenty-five thousand dollars ($25,000) of fair market value of
          such
          stock (determined at the time such option is granted) for each calendar
          year in
          which such option is outstanding at any time.

         

      

      4.        
        Offering
        Periods. 
        The Plan shall be implemented by a series of Offering Periods, each with
        a
        duration of one (1) month, with new Offering Periods commencing on the first
        day
        of each calendar month (or at such other time or times as may be determined
        by
        the Board of Directors).  The Plan shall continue until terminated in
        accordance with Section 19 hereof.  The Board shall have the power to
        change the duration and/or the frequency of the Offering Period with respect
        to
        future offerings without stockholder approval if such change is announced
        at
        least fifteen (15) days prior to the scheduled beginning of the first Offering
        Period to be affected. 

       

          The
        Offering
        Periods shall be grouped in to three (3) month Participation Periods commencing
        on or about January 1, April 1, July 1 and September 1 of each year (or at
        such
        other time or times as may be determined by the Board of Directors). 
Employees shall be allowed to make elections with respect to their participation
        in the Plan with respect to each Participation Period (subject to Section
        5 and
        the other terms hereof).

      


      5.        
        Participation.

      


      a)       
        An
        eligible Employee may become a participant in the Plan by completing a
        subscription agreement (in such form and manner as may be approved by the
        Board
        or the committee administering the Plan) authorizing payroll deductions and
        filing it with the Company’s payroll office at least five (5) business days
        prior to the applicable Enrollment Date.  A subscription agreement in
        effect for a participant for a particular Participation Period will continue
        in
        effect for subsequent Participation Periods if the participant remains an
        eligible Employee and has not withdrawn the subscription agreement pursuant
        to
        Section 10.

      


      b)       
        Payroll
        deductions shall commence on the first payroll following the Enrollment Date
        and
        shall end on the last payroll paid in the Participation Period to which the
        subscription agreement is applicable, unless sooner terminated by the
        participant as provided in Section 10 hereof.

      


      c)       
        By
        enrolling in the Plan, each participant will be deemed to have authorized
        the
        establishment of a brokerage account in his or her name at a securities
        brokerage firm, which firm shall serve as custodial agent for the purpose
        of
        holding shares purchased under the Plan.  The account will be governed by,
        and subject to, the terms and conditions of a written agreement with the
        firm
        approved by the Board or the committee administering the Plan, which agreement
        shall, among other things, reflect the restrictions contained in Section
        21(c)
        and Section 21(d).

      


      d)       
        Subject
        to the limitations of Section 3 hereof and Section 423(b)(8) of the
        Code, all cash dividends, if any, paid with respect to shares of Common Stock
        purchased under the Plan and held in a participant’s account established under
        Section 5(c) shall be automatically invested in shares of Common Stock
        purchased at One Hundred Percent (100%) of fair market value (as determined
        under Section 7(b)) on the next Purchase Date.  All non-cash distributions
        on Common Stock purchased under the Plan and held in a participant’s account
        established under Section 5(c) shall be paid to the participant as soon as
        practical.

      


      6.        
        Method
        of Payment of Contributions.

      


      a)       
        The
        participant shall elect to have payroll deductions made each pay period during
        the Participation Period in an amount not less than one percent (1%) and
        not
        more than ten percent (10%), in whole number percentage increments, of such
        participant’s Compensation in each pay period.  All payroll deductions made
        by a participant shall be credited to his or her account under the Plan.
        A
        participant may not make any additional payments into such account.  Except
        as otherwise provided in this Section 6(a), all Employees granted options
        under
        the Plan shall have the same rights and privileges.

      


      b)       
        A
        participant may increase or decrease his or her payroll deductions by filing
        a
        new subscription agreement at any time during a Participation Period.  The
        change may not become effective sooner than the next pay period after filing
        of
        the subscription agreement.  The Board or the committee administering the
        Plan, at its discretion, may limit the number of participation rate changes
        during any Participation Period or Offering Period and may, in its discretion,
        require up to five (5) business days prior written notice.

      


      c)       
        A
        participant may discontinue his or her participation in the Plan as provided
        in
        Section 10 hereof.

      


      d)       
        Notwithstanding
        the foregoing, to the extent necessary to comply with Section 423(b)(8) of
        the
        Code and Section 6(a) hereof, a participant’s payroll deductions may be
        decreased to zero percent (0%) at any time during the Participation
        Period.  Payroll deductions shall recommence at the rate provided in such
        participant’s subscription agreement at 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 hereof.

      


      e)       
        At
        the
        time of each exercise of a participant’s option, and at the time any Common
        Stock issued under the Plan to a participant is disposed of, the participant
        must adequately provide for the Company’s federal, state or other tax
        withholding obligations, if any, that arise upon the exercise of the option
        or
        the disposition of the Common Stock.  At any time, 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 but not limited to, any withholding required to make available
        to the
        Company any tax deductions or benefits attributable to the sale or early
        disposition of Common Stock by the participant.

      


      7.        
        Grant
        of Option.

      


      a)       
        On
        the
        Offering Date of each Offering Period, each eligible Employee participating
        in
        such Offering Period shall automatically be deemed to have been granted an
        option to purchase on the Purchase Date a number of shares of the Company’s
        Common Stock determined by dividing such Employee’s Contributions accumulated
        prior to such Purchase Date and retained in the participant’s account as of the
        Purchase Date by ninety-five percent (95%) of the fair market value of the
        Company’s Common Stock on the Purchase Date; provided, however, that in no event
        shall an Employee be permitted to purchase during each Offering Period more
        than
        333 shares (subject to any adjustment pursuant to Section 18) and provided
        further that such purchase shall be subject to the limitations set forth
        in
        Section 3(b).  The fair market value of the Company’s Common Stock shall be
        determined as provided in Section 7(b).

      


      b)       
        The
        fair
        market value of the Company’s Common Stock on a given date shall be equal to the
        closing sales price of Common Stock on the date preceding the date of
        determination (or, in the event that the Common Stock is not traded on such
        date, on the immediately preceding trading date on which there was a closing
        sales price), as reported by The Nasdaq National Market or, in the event
        the
        Common Stock is listed on a stock exchange, the fair market value per share
        shall be the closing sales price on such exchange on the date preceding the
        date
        of determination (or, in the event that the Common Stock is not traded on
        such
        date, on the immediately preceding trading date), as reported in The
        Wall Street Journal. 
        In the absence of any listing of the Common Stock on The Nasdaq National
        Market
        or on any established stock exchange, the fair market value of the Common
        Stock
        on a given date shall be determined in good faith by the Board.

      


      8.        
        Exercise
        of Option. 
        Unless
        a
        participant withdraws from the Plan as provided in Section 10 hereof, his
        or her
        option for the purchase of shares will be exercised automatically on the
        Purchase Date of the Offering Period, and the maximum whole number of shares
        subject to such option will be purchased at the applicable option price with
        the
        accumulated Contributions in his or her account, subject to the limitations
        in
        this Plan.  The shares purchased upon exercise of an option hereunder shall
        be held in the participant’s account established under Section 5(c) pursuant to
        Section 21(c) and Section 21(d). During his or her lifetime, a
        participant’s option to purchase shares hereunder is exercisable only by him or
        her.

      


      9.        
        Delivery. 
        As
        promptly as practicable after the Purchase Date of each Offering Period,
        the
        Company shall arrange the delivery by direct deposit into the account
        established for each participant under Section 5(c), the shares purchased
        upon
        exercise of his or her option.  Any cash remaining to the credit of a
        participant’s account under the Plan after a purchase by him or her of shares on
        the Purchase Date, other than amounts representing fractional shares, will
        be
        returned to him or her as soon as practicable.  Amounts representing
        fractional shares will be carried forward for use in subsequent
        purchases.

      


      10.        Voluntary
        Withdrawal; Termination of Employment.

      


      a)       
        A
        participant may withdraw from an Offering Period all but not less than all
        the
        Contributions credited to his or her account under the Plan at any time prior
        to
        five (5) business days prior to the Purchase Date of the Offering Period
        by
        completing a Company approved notice of withdrawal.  All of the
        participant’s Contributions credited to his or her account will be paid to him
        or her as soon as practicable after the end of such Offering Period and his
        or
        her option of the current period will be automatically terminated, and no
        further Contributions for the purchase of shares will be made during the
        Participation Period.  Payroll deductions shall not resume at the beginning
        of the succeeding Participation Period unless the participant delivers to
        the
        Company a new subscription agreement in accordance with this Plan.

      


      b)       
        A
        participant’s withdrawal from an offering will not have any effect upon his or
        her eligibility to participate in a succeeding Participation Period or in
        any
        similar plan which may hereafter be adopted by the Company.

      


      c)       
        Upon
        a
        participant’s ceasing to be an Employee prior to the Purchase Date of an
        Offering Period for any reason, including retirement or death, the Contributions
        credited to his or her account and not yet applied to the purchase of shares
        will be returned to him or her, or, in the case of his or her death, to the
        person or persons entitled thereto under Section 14, and his or her option
        will
        be automatically terminated, provided that if the Company does not learn
        of such
        death more than five (5) business days prior to the Purchase Date, payroll
        deductions credited to the participant’s account may be applied to the purchase
        of shares under the Plan on such Purchase Date.

      


      d)       
        In
        the
        event an Employee’s salary grade level is elevated or title or position is
        changed so as to make an Employee a “senior executive” of the Company during the
        Offering Period in which the Employee is a participant, he or she will be
        deemed
        to have elected to withdraw from the Plan and Contributions credited to his
        or
        her account will be returned to him or her and his or her option
        terminated.

      


      11.       
        Interest.  
        No interest shall accrue on the Contributions of a participant in the
        Plan.

      


      12.       
        Stock.

      


      a)      The
        maximum number of shares of the Company’s Common Stock which shall be made
        available for purchase under the Plan shall be 1,000,000 shares (adjusted
        for
        stock dividends in June 2001 and June 2005), subject to further adjustment
        upon
        changes in capitalization of the Company as provided in Section 18 hereof. 
These shares may be newly issued or may be purchased for the Plan on the
        open
        market or from private sources.  If the total number of shares which would
        otherwise be subject to options granted pursuant to Section 7(a) on the Offering
        Date of an Offering Period exceeds the number of shares then available under
        the
        Plan (after deduction of all shares for which options have been exercised
        or are
        then outstanding), the Company shall make a pro rata allocation of the shares
        remaining available for option grant in as uniform a manner as shall be
        practicable and as it shall determine to be equitable.  In such event, the
        Company shall give written notice of such reduction of the number of shares
        subject to the option to each Employee affected thereby and shall similarly
        reduce the rate of Contributions, if necessary.

       

      b)     
The
        participant will have no interest or voting right in shares covered by his
        or
        her option until such option has been exercised.

      


      c)     
Shares
        to
        be delivered to a participant under the Plan will be registered in the name
        of
        the participant or in the “Street Name” of a Company approved broker, subject to
        Section 21 hereof.

      


      13.      
        Administration. 
        The Board, or a committee named by the Board, shall supervise and administer
        the
        Plan and shall have full power to adopt, amend and rescind any rules deemed
        desirable and appropriate for the administration of the Plan and not
        inconsistent with the Plan, to construe and interpret the Plan, and to make
        all
        other determinations necessary or advisable for the administration of the
        Plan.  The composition of the committee shall be in accordance with the
        requirements to obtain or retain any available exemption from the operation
        of
        Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated
        thereunder.  To aid in the administration of the Plan, the Board or the
        committee may appoint a Plan administrator and allocate to it certain limited
        responsibilities to carry out the directives of the Board or the committee
        in
        all phases of the administration of the Plan.

      


      14.      
        Designation
        of Beneficiary.

      


      a)       
        A
        participant may file a written designation of a beneficiary who is to receive
        shares and cash, if any, from the participant’s account under the Plan in the
        event of such participant’s death subsequent to the end of an Offering Period
        but prior to delivery to him or her of such shares and cash.  In addition,
        a participant may file a written designation of a beneficiary who is to receive
        any cash from the participant’s account under the Plan in the event of such
        participant’s death prior to the Purchase Date of an Offering Period.  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 (and his or
        her
        spouse, if any) 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
        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.

      


      15.      
        Transferability. 
        Neither Contributions credited to a participant’s account nor any rights with
        regard to the exercise of an option or to receive shares under the 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
        14
        hereof) by the participant.  Any such attempt at assignment, transfer,
        pledge or other disposition shall be without effect, except that the Company
        may
        treat such act as election to withdraw all Contributions in accordance with
        Section 10 hereof.

      


      16.      
        Use
        of Funds. 
        All Contributions received or held by the Company under the Plan may be used
        by
        the Company for any corporate purpose, and the Company shall not be obligated
        to
        segregate such Contributions.

      


      17.      
        Reports. 
        Individual accounts will be maintained for each participant in the Plan.
        Statements of account will be given to participating Employees promptly
        following the Purchase Date, which statements will set forth the amount of
        Contributions, the per share purchase price, the number of shares purchased,
        the
        remaining cash balance, if any, and the dividends received, if any, for the
        period covered.

      


      18.      
        Adjustments
        Upon Changes in Capitalization; Corporate Transactions.

      


      a)       
        Changes
        in Capitalization. 
        Subject to any required action by the stockholders of the Company, the number
        of
        shares of Common Stock covered by each option under the Plan which has not
        yet
        been exercised and the number of shares of Common Stock which have been
        authorized for issuance under the Plan but have not yet been placed under
        option
        (collectively, the “Reserves”), as well as the price per share of Common Stock
        covered by each option under the Plan which has not yet been exercised, shall
        be
        appropriately adjusted for any changes in the Common Stock resulting from
        a
        stock split, reverse stock split, stock dividend, combination or
        reclassification of the Common Stock, or any similar changes in the Company’s
        capitalization.  Such adjustment shall be made by the Board or the
        committee administering this Plan, whose determination in that respect shall
        be
        final, binding and conclusive.  Except as expressly provided herein, no
        issue by the Company of shares of stock of any class, or securities convertible
        into shares of stock of any class, shall affect, and no adjustment by reason
        thereof shall be made with respect to, the number or price of shares of Common
        Stock subject to an option.

      


      b)       
        Corporate
        Transactions. 
        In the event of the proposed dissolution or liquidation of the Company, the
        Offering Period will terminate immediately prior to the consummation of such
        proposed action, unless otherwise provided by the Board.  In the event of a
        proposed sale of all or substantially all of the assets of the Company, or
        the
        merger of the Company into another corporation, each option under the Plan
        shall
        be assumed or an equivalent option shall be substituted by such successor
        corporation or a parent or subsidiary of such successor corporation, unless
        the
        Board determines, in the exercise of its sole discretion and in lieu of such
        assumption or substitution, to shorten the Offering Period then in progress
        by
        setting a new Purchase Date (the “New Purchase Date”).  If the Board
        shortens the Offering Period then in progress in lieu of assumption or
        substitution in the event of a merger or sale of assets, the Board shall
        notify
        each participant in writing, at least ten (10) days prior to the New Purchase
        Date, that the Purchase Date for his or her option has been changed to the
        New
        Purchase Date and that his or her option will be exercised automatically
        on the
        New Purchase Date, unless prior to such date he or she has withdrawn from
        the
        Offering Period as provided in Section 10 hereof.  For purposes of this
        paragraph, an option granted under the Plan shall be deemed to have been
        assumed
        or substituted if, following the sale of assets or merger, the option confers
        the right to purchase, for each share of Common Stock subject to the option
        immediately prior to the sale of assets or merger, the consideration (whether
        stock, cash or other securities or property) received in the sale of assets
        or
        merger by holders of Common Stock for each share of Common Stock held on
        the
        effective date of the transaction (and if such holders were offered a choice
        of
        consideration, the type of consideration chosen by the holders of the majority
        of the outstanding shares of Common Stock); provided, however, that if such
        consideration received in the sale of assets or merger was not solely common
        stock of the successor corporation or its parent (as defined in Section 424(e)
        of the Code), the Board may, with the consent of the successor corporation
        and
        the participant, provide for the consideration to be received upon exercise
        of
        the option to be solely common stock of the successor corporation or its
        parent
        equal in fair market value to the per share consideration received by holders
        of
        Common Stock in the sale of assets or merger.

      


      19.      
        Amendment
        or Termination.

      


      a)       
        The
        Board
        may at any time terminate or amend the Plan. Except as provided in Section
        19,
        no such termination may affect options previously granted, nor may an amendment
        make any change in any option theretofore granted which adversely affects
        the
        rights of any participant; provided, that no shares may be issued or sold
        pursuant to any amendment increasing the maximum number of shares issuable
        under
        the Plan unless the stockholders of the Company have approved the amendment
        within 12 months of its adoption by the Board.  If such stockholder
        approval is not obtained within such 12-month period, the amendment shall
        be
        void and of no force or effect and the amounts withheld from Employees with
        respect to such increased shares shall be returned to them.  In addition,
        to the extent necessary to comply with Rule 16b-3 under the Exchange Act,
        or
        under Section 423 of the Code (or any successor rule or provision or any
        applicable law or regulation), the Company shall obtain stockholder approval
        in
        such a manner and to such a degree as so required.

      


      b)       
        Without
        stockholder approval and without regard to whether any participant rights
        may be
        considered to have been adversely affected, the Board (or its committee)
        shall
        be entitled to change the Offering Periods and Purchase 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 currency
        other than U.S. dollars, permit payroll withholding in excess of the amount
        designated by a participant in order to adjust for delays or mistakes in
        the
        Company’s processing of properly completed withholding elections, establish
        reasonable waiting and adjustment periods and/or accounting and crediting
        procedures to ensure that amounts applied toward the purchase of Common Stock
        for each participant properly correspond with amounts withheld from the
        participant’s Compensation, and establish such other limitations or procedures
        as the Board (or its committee) determines in its sole discretion as advisable
        which are consistent with the Plan.

      


      20.      
        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 specified by the Company at the location, or by the person,
        designated by the Company for the receipt thereof.

      


      21.      
        Conditions
        Upon Issuance of Shares.

      


      a)       
        Shares
        shall not be issued with respect to an option unless the exercise of such
        option
        and the issuance and delivery of such shares pursuant thereto shall comply
        with
        all applicable provisions of law, domestic or foreign, including, without
        limitation, the Securities Act of 1933, as amended, the Exchange Act, the
        rules
        and regulations promulgated thereunder, and the requirements of The Nasdaq
        National Market or any stock exchange upon which the shares may then be listed,
        and shall be further subject to the approval of counsel for the Company with
        respect to such compliance.

      


      b)       
        As
        a
        condition of the exercise of an option, the Company may require the person
        exercising such option to represent and warrant at the time of any such exercise
        that the shares are being purchased only for investment and without any present
        intention to sell or distribute such shares if, in the opinion of counsel
        for
        the Company, such a representation is required by any of the aforementioned
        applicable provisions of law.

      


      c)       
        Each
        participant agrees, by enrolling in the Plan, to promptly give the Company
        prior
        written notice of any withdrawal of shares held in the participant’s account
        established under Section 5(c), or any disposition of shares purchased
        under the Plan, where such withdrawal or disposition occurs within two (2)
        years
        after the date of grant of the option pursuant to which such shares were
        purchased, provided that any such withdrawal or disposition shall be subject
        to
        Section 21(d).

      


      d)       
        Prior
        to
        the participant’s termination of employment with the Company, a participant may
        withdraw some or all of the whole shares of Common Stock held in the
        participant’s account established under Section 5(c), provided that, unless
        the Board or the committee administering the Plan otherwise permits in its
        sole
        discretion, each participant agrees, by enrolling in the Plan, that he or
        she
        may not withdraw any shares of Common Stock purchased under the Plan until
        six
        (6) months have expired following the Purchase Date on which such shares
        were
        purchased.

      


      22.      
        Term
        of Plan; Effective Date. 
        The Plan became effective upon its adoption by the Board on November 24,
        1998,
        subject to its approval by the stockholders of the Company which was obtained
        May 26, 1999.  It shall continue in effect for a term of ten (10) years
        from November 24, 1998 unless sooner terminated under Section 19 hereof.
        

      


      23.      
        Additional
        Restrictions of Rule 16b-3. 
        The terms and conditions of options granted hereunder to, and the purchase
        of
        shares by, persons subject to Section 16 of the Exchange Act shall comply
        with
        the applicable provisions of Rule 16b-3.  This plan shall be deemed to
        contain, and such options shall contain, and the shares issued upon exercise
        thereof shall be subject to, such additional conditions and restrictions
        as may
        be required by Rule 16b-3 to qualify for the maximum exemption from Section
        16
        of the Exchange Act with respect to Plan
        transactions.