**Exhibit 10.2****RealNetworks, Inc.****2007 EMPLOYEE STOCK PURCHASE PLAN**1. Purpose. The purpose of the Plan is to provide employees of the Company and itsDesignated Subsidiaries with an opportunity to purchase Common Stock through accumulated payrolldeductions. The Company’s intention is to have the Plan qualify as an “employee stock purchaseplan” under Section 423 of the Code. The provisions of the Plan, accordingly, will be construed soas to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent withthe requirements of Section 423 of the Code. In addition, the Plan authorizes the grant of optionsthat would not qualify under Section 423 of the Code pursuant to rules, procedures, or sub-plansadopted by the Administrator designed to achieve desired tax or other objectives in particularlocations outside the United States.2. Definitions.     (a) “Administrator” means the Board or any Committee designated by the Board to administer thePlan pursuant to Section 14.     (b) “Applicable Laws” means the requirements relating to the administration of equity-basedawards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stockexchange or quotation system on which the Common Stock is listed or quoted and the applicable lawsof any foreign country or jurisdiction where participants in the Plan are located.     (c) “Board” means the Board of Directors of the Company.     (d) “Change in 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 orindirectly, of securities of the Company representing fifty percent (50%) or more of the totalvoting 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 ofthe Company’s assets; or          (iii) The consummation of a merger or consolidation of the Company with any other corporation,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.     (e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section ofthe Code herein will be a reference to any successor or amended section of the Code.     (f) “Committee” means a committee of the Board appointed in accordance with Section 14 hereof.     (g) “Common Stock” means the common stock of the Company.     (h) “Company” means RealNetworks, Inc., a Washington corporation.     (i) “Compensation” means all cash salary, wages, bonuses, commissions and other amounts paidto or on behalf of a Participant for services performed or on account of holidays, vacation, sickleave or other similar events, including any amounts by which such amounts are reduced, at theelection of a Participant, pursuant to a cafeteria plan described in Section 125 of the Code, adependent care assistance program described in Section 129 of the Code, a cash or deferredarrangement described in Section 401(k) of the Code, or any similar plan, program or arrangement,but excluding the value of any noncash benefits under any employee benefit plans and any specialamounts paid to the Participant that are specifically excluded by the Committee.     (j) “Designated Subsidiary” means any Subsidiary that has been designated by the Administratorfrom time to time in its sole discretion as eligible to participate in the Plan.     (k) “Director” means a member of the Board.     (l) “Eligible Employee” means any individual who is a common law employee of the Company orany of its current majority-owned subsidiaries (and each other corporation designated by theCommittee that hereafter becomes a majority-owned subsidiary of the Company), except the following:(a) employees who have been employed for less than 30 days; (b) employees whose customaryemployment is 20 hours or less per week; and (c) employees whose customary employment is for notmore than five months in any calendar year, unless for participants outside the United States, suchlimitations in eligibility are not permitted under Applicable Laws outside the United States.Except as otherwise expressly provided in the Plan and permitted by Section 423 of the
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Code, all Eligible Employees shall have the same rights and obligations under the Plan. Forpurposes of the Plan, the employment relationship will be treated as continuing intact while theindividual is on sick leave or other leave of absence that the Employer approves.     (m) “Employer” means any one or all of the Company and its Designated Subsidiaries.     (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rulesand regulations promulgated thereunder.     (o) “Exercise Date” means the first Trading Day on or before June 30 and December 31 of eachyear. The first Exercise Date under the Plan will be June 30, 2008.     (p) “Fair Market Value” means, as of any date and unless the Administrator determinesotherwise, the value of Common Stock determined as follows:          (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq National Market, its Fair Market Value will be theclosing sales price for such 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 orsuch other source as the Administrator deems reliable;          (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, its Fair Market Value will be the mean of the closing bid and asked pricesfor the Common Stock on the date of determination, as reported in The Wall Street Journal or suchother source as the Administrator deems reliable; or          (iii) In the absence of an established market for the Common Stock, the Fair Market Valuethereof will be determined in good faith by the Administrator.     (q) “Fiscal Year” means the fiscal year of the Company.     (r) “New Exercise Date” means a new Exercise Date set by shortening any Offering Period thenin progress.     (s) “Offering Date” means the first Trading Day of each Offering Period.     (t) “Offering Periods” means the periods of approximately six months during which an optiongranted pursuant to the Plan may be exercised, (i) commencing on the first Trading Day on or afterJanuary 1 of each year and terminating on the first Trading Day on or before June 30, approximatelysix months later, and (ii) commencing on the first Trading Day on or after July 1 of each year andterminating on the first Trading Day on or before December 31, approximately six months later;provided, however, that the first Offering Period under the Plan will commence with the firstTrading Day on or after January 1, 2008 and end on the first Trading Day on or before June 30,2008; and provided, further, that the second Offering Period under the Plan will commence on thefirst Trading Day on or after Junly 1, 2008. The duration and timing of Offering Periods may bechanged pursuant to Sections 4 and 19.     (u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code.     (v) “Plan” means this RealNetworks, Inc. 2007 Employee Stock Purchase Plan.     (w) “Purchase Period” means the period during an Offering Period during which shares of CommonStock may be purchased on a participant’s behalf in accordance with the terms of the Plan. Unlessthe Administrator provides otherwise, the Purchase Period will have the same duration and coincidewith the length of the Offering Period.     (x) “Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair MarketValue of a share of Common Stock on the Exercise Date; provided however, that the Purchase Pricemay be determined for subsequent Offering Periods by the Administrator subject to compliance withSection 423 of the Code (or any successor rule or provision or any other applicable law, regulationor stock exchange rule) or pursuant to Section 19.     (y) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, asdefined in Section 424(f) of the Code.     (z) “Trading Day” means a day on which the national stock exchange upon which the Common Stockis listed is open for trading.3. Eligibility.     (a) Offering Periods. Any Eligible Employee on a given Offering Date will be eligible toparticipate in the Plan, subject to the requirements of Section 5.     (b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no EligibleEmployee will be granted an option under the Plan (i) to the extent that, immediately after thegrant, such Eligible Employee (or any other person whose stock would be attributed to such EligibleEmployee pursuant to Section 424(d) of the Code) would own capital stock of the Company or
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any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stockpossessing five percent (5%) or more of the total combined voting power or value of all classes ofthe capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to theextent that his or her rights to purchase stock under all employee stock purchase plans (as definedin Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at arate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the FairMarket Value of the stock at the time such option is granted) for each calendar year in which suchoption is outstanding at any time.4. Offering Periods. The Plan will be implemented by consecutive Offering Periods with anew Offering Period commencing on the first Trading Day on or after January 1 and July 1 each year,or on such other date as the Administrator will determine. The Administrator will have the power tochange the duration of Offering Periods (including the commencement dates thereof) with respect tofuture offerings without shareholder approval if such change is announced prior to the scheduledbeginning of the first Offering Period to be affected thereafter.5. Participation. An Eligible Employee may participate in the Plan pursuant to Section 3(a)by (i) submitting to the Company’s stock plan administration office (or its designee), on or beforea date prescribed by the Administrator prior to an applicable Offering Date, a properly completedsubscription agreement authorizing payroll deductions in the form provided by the Administrator forsuch purpose, or (ii) following an electronic or other enrollment procedure prescribed by theAdministrator.6. Payroll Deductions.     (a) At the time a participant enrolls in the Plan pursuant to Section 5, he or she will electto have payroll deductions made on each pay day during the Offering Period in an amount notexceeding ten percent (10%) of the Compensation which he or she receives on each pay day during theOffering Period, provided, however, that no Participant may apply payroll deductions in excess of$10,000 toward the purchase of Common Stock under the Plan during any calendar year. The Committeemay set such minimum level of payroll deductions as the Committee determines to be appropriate. Anyminimum level of deductions set by the Committee shall apply equally to all Eligible Employees. Aparticipant’s subscription agreement will remain in effect for successive Offering Periods unlessterminated as provided in Section 10 hereof.     (b) A Participant in the Plan on the last day of an Offering Period shall automaticallycontinue to participate in the Plan during the next Offering Period unless he or she withdraws inthe manner described in Section 10.     (c) All payroll deductions made for a participant will be credited to his or her account underthe Plan and will be withheld in whole percentages only. A participant may not make any additionalpayments into such account. A Participant’s accumulated payroll deductions shall remain theproperty of the Participant until applied toward the purchase of shares of Common Stock under thePlan, but may be commingled with the general funds of the Company. No interest will be paid onpayroll deductions accumulated under the Plan.     (d) A participant may discontinue his or her participation in the Plan as provided in Section10, and may not increase or decrease the rate of his or her payroll deductions during an OfferingPeriod (it being understood that a participant may increase or decrease his or her payrolldeductions for future Offering Periods prior to the commencement of any such Offering Period). Anychange of a participant’s contribution rate for future Offering Periods may be accomplished by (i)properly completing and submitting to the Company’s stock plan administration office (or itsdesignee), on or before a date prescribed by the Administrator a new subscription agreementauthorizing the change in payroll deduction rate in the form provided by the Administrator for suchpurpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If aparticipant has not followed such procedures to change the rate of payroll deductions, the rate ofhis or her payroll deductions will continue at the originally elected rate throughout futureOffering Periods (unless terminated as provided in Section 10).     (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) ofthe Code and Section 3(b), a participant’s payroll deductions may be decreased to zero percent (0%)at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(b)hereof, payroll deductions will recommence at the rate originally elected by the participanteffective as of the beginning of the first Offering Period which is scheduled to end in thefollowing 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 ofthe Common Stock issued under the Plan is disposed of, the participant must make adequate provisionfor the Company’s or Employer’s federal, state, or any other tax liability payable to anyauthority, national insurance, social security or other tax withholding obligations, if any, whicharise upon the exercise of the option or the disposition of the Common Stock. At any time, theCompany or the Employer may, but will not be obligated to, withhold from the participant’scompensation the amount necessary for the Company or the Employer to meet applicable withholdingobligations, including any withholding required to make available to the Company or the Employerany tax deductions or benefits attributable to sale or early disposition of Common Stock by theEligible Employee.7. Grant of Option. On the Offering Date of each Offering Period, each Eligible Employeeparticipating in such Offering Period will be granted an option to purchase on each Exercise Dateduring such Offering Period (at the applicable Purchase Price) up
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to a number of shares of Common Stock determined by dividing such Eligible Employee’s payrolldeductions accumulated prior to such Exercise Date and retained in the Eligible Employee’s accountas of the Exercise Date by the applicable Purchase Price; provided that such purchase will besubject to the limitations set forth in Sections 3(b) and 13. The Eligible Employee may accept thegrant of such option by electing to participate in the Plan in accordance with the requirements ofSection 5. Exercise of the option will occur as provided in Section 8, unless the participant haswithdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.8. Exercise of Option.     (a) Unless a participant withdraws from the Plan as provided in Section 10, his or her optionfor the purchase 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 atthe applicable Purchase Price with the accumulated payroll deductions in his or her account. Nofractional shares of Common Stock will be purchased; any payroll deductions accumulated in aparticipant’s account which are not sufficient to purchase a full share will be retained in theparticipant’s account for the subsequent Offering Period, subject to earlier withdrawal by theparticipant as provided in Section 10. Any other funds left over in a participant’s account afterthe Exercise Date will be returned to the participant. During a participant’s lifetime, aparticipant’s option to purchase shares hereunder is exercisable only by him or her.     (b) If the Administrator determines that, on a given Exercise Date, the number of shares ofCommon Stock with respect to which options are to be exercised may exceed (i) the number of sharesof Common Stock that were available for sale under the Plan on the Offering Date of the applicableOffering Period, or (ii) the number of shares of Common Stock available for sale under the Plan onsuch Exercise Date, the Administrator may in its sole discretion provide that the Company will makea pro rata allocation of the shares of Common Stock available for purchase on such Offering Date orExercise Date, as applicable, in as uniform a manner as will be practicable and as it willdetermine in its sole discretion to be equitable among all participants exercising options topurchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect orterminate all Offering Periods then in effect pursuant to Section 19. The Company may make a prorata allocation of the shares available on the Offering Date of any applicable Offering Periodpursuant to the preceding sentence, notwithstanding any authorization of additional shares forissuance under the Plan by the Company’s shareholders subsequent to such Offering Date.9. Delivery. As soon as reasonably practicable after each Exercise Date on which apurchase of shares of Common Stock occurs, the Company will arrange the delivery to eachparticipant the shares purchased upon exercise of his or her option in a form determined by theAdministrator (in its sole discretion) and pursuant to rules established by the Administrator. TheCompany may permit or require that shares be deposited directly with a broker designated by theCompany or to a designated agent of the Company, and the Company may utilize electronic orautomated methods of share transfer. The Company may require that shares be retained with suchbroker or agent for a designated period of time and/or may establish other procedures to permittracking of disqualifying dispositions of such shares. No participant will have any voting,dividend, or other shareholder rights with respect to shares of Common Stock subject to any optiongranted under the Plan until such shares have been purchased and delivered to the participant asprovided in this Section 9.10. Withdrawal.     (a) A participant may withdraw all but not less than all the payroll deductions credited tohis 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 theform prescribed by the Administrator for such purpose, or (ii) following an electronic or otherwithdrawal procedure prescribed by the Administrator. All of the participant’s payroll deductionscredited to his or her account will be paid to such participant promptly after receipt of notice ofwithdrawal 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 such Offering Period.If a participant withdraws from an Offering Period, payroll deductions will not resume at thebeginning of the succeeding Offering Period unless the participant re-enrolls in the Plan inaccordance with the provisions of Section 5.     (b) A participant’s withdrawal from an Offering Period will not have any effect upon his orher eligibility to participate in any similar plan which may hereafter be adopted by the Company orin succeeding Offering Periods which commence after the termination of the Offering Period fromwhich the participant withdraws.11. Termination of Employment. Upon a participant’s ceasing to be an Eligible Employee,for any reason, he or she will be deemed to have elected to withdraw from the Plan and the payrolldeductions credited to such participant’s account during the Offering Period but not yet used topurchase shares of Common Stock under the Plan will be returned to such participant or, in the caseof his or her death, to the person or persons entitled thereto under Section 15, and suchparticipant’s option will be automatically terminated.12. Interest. No interest will accrue on the payroll deductions of a participant in thePlan, unless required by non-United States Applicable Laws for participants outside the UnitedStates.13. Stock.
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     (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section18 hereof, the maximum number of shares of Common Stock which will be made available for sale underthe Plan will be One Million Five Hundred Thousand (1,500,000) shares.     (b) Until the shares are issued (as evidenced by the appropriate entry on the books of theCompany or of a duly authorized transfer agent of the Company), a participant will only have therights of an unsecured creditor with respect to such shares, and no right to vote or receivedividends or any other rights as a shareholder will exist with respect to such shares.     (c) Shares of Common Stock to be delivered to a participant under the Plan will be registeredin the name of the participant or in the name of the participant and his or her spouse, or in thename of a bank or broker nominee designated to hold such shares for the benefit of the participantin an account established in the participant’s name.14. Administration. The Plan will be administered by the Board or a Committee appointed bythe Board, which Committee will be constituted to comply with Applicable Laws. The Administratorwill have full and exclusive discretionary authority to construe, interpret and apply the terms ofthe Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan,including, without limitation, as further provided in Section 24. Every finding, decision anddetermination made by the Administrator will, to the full extent permitted by law, be final andbinding upon all parties.15. Transferability. Neither payroll deductions credited to a participant’s account norany rights with regard to the exercise of an option or to receive shares of Common Stock under thePlan 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 hereof) by the participant. Anysuch attempt at assignment, transfer, pledge or other disposition will be without effect, exceptthat the Company may treat such act as an election to withdraw funds from an Offering Period inaccordance with Section 10 hereof.16. Use of Funds. The Company may use all payroll deductions received or held by it underthe Plan for any corporate purpose, and the Company will not be obligated to segregate such payrolldeductions. Until shares of Common Stock are issued, participants will only have the rights of anunsecured creditor with respect to such shares.17. Reports. Individual accounts will be maintained for each participant in the Plan.Statements of account will be given to participating Eligible Employees at least annually, whichstatements will set forth information including the Purchase Price, the number of shares of CommonStock purchased and the remaining cash balance, if any.18. Adjustments, Dissolution, Liquidation, Merger or Change in Control.     (a) Adjustments. In the event that any dividend or other distribution (whether in theform 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 occurs, the Administrator, in orderto prevent dilution or enlargement of the benefits or potential benefits intended to be madeavailable under the Plan, will, in such manner as it may deem equitable, adjust the number andclass of Common Stock which may be delivered under the Plan, the Purchase Price per share and thenumber of shares of Common Stock covered by each option under the Plan which has not yet beenexercised, and the numerical limits of Sections 7 and 13.     (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, any Offering Period then in progress will be shortened by setting a NewExercise Date, and will terminate immediately prior to the consummation of such proposeddissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Datewill be before the date of the Company’s proposed dissolution or liquidation. The Administratorwill notify each participant in writing, at least ten (10) business days prior to the New ExerciseDate, 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, unlessprior to such date the participant has withdrawn from the Offering Period as provided in Section 10hereof.     (c) Merger or Change in Control. In the event of a merger or Change in Control, eachoutstanding option will be assumed or an equivalent option substituted by the successor corporationor a Parent or Subsidiary of the successor corporation. In the event that the successor corporationrefuses to assume or substitute for the option, the Offering Period with respect to which suchoption relates will be shortened by setting a New Exercise Date and will end on the New ExerciseDate. The New Exercise Date will occur before the date of the Company’s proposed merger or Changein Control. The Administrator will notify each participant in writing prior to the New ExerciseDate, 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, unlessprior to such date the participant has withdrawn from the Offering Period as provided in Section 10hereof.19. Amendment or Termination.     (a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, orany part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, inits discretion, may elect to terminate all outstanding Offering Periods either immediately or uponcompletion of the purchase of shares of Common Stock on the next Exercise Date (which may be
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accomplished by the Administrator setting a New Exercise Date in its discretion), or may electto permit Offering Periods to expire in accordance with their terms (and subject to any adjustmentpursuant to Section 18). If the Offering Periods are terminated prior to expiration, all amountsthen credited to participants’ accounts which have not been used to purchase shares of Common Stockwill be returned to the participants (without interest thereon, except as otherwise required underlocal laws) as soon as administratively practicable.     (b) Without shareholder consent and without limiting Section 19(a), the Administrator will beentitled to change the Offering Periods, limit the frequency and/or number of changes in the amountwithheld during an Offering Period, establish the exchange ratio applicable to amounts withheld ina currency other than U.S. dollars, permit payroll withholding in excess of the amount designatedby a participant in order to adjust for delays or mistakes in the Company’s processing of properlycompleted withholding elections, establish reasonable waiting and adjustment periods and/oraccounting and crediting procedures to ensure that amounts applied toward the purchase of CommonStock for each participant properly correspond with amounts withheld from the participant’sCompensation, and establish such other limitations or procedures as the Administrator determines inits sole discretion advisable which are consistent with the Plan.     (c) In the event the Administrator determines that the ongoing operation of the Plan mayresult in unfavorable financial accounting consequences, the Administrator may, in its discretionand, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce oreliminate such accounting consequence including, but not limited to:          (i) amending the Plan to conform with the safe harbor definition under Statement of FinancialAccounting Standards 123(R), including with respect to an Offering Period underway at the time;          (ii) altering the Purchase Price for any Offering Period including an Offering Period underwayat the time of the change in Purchase Price;          (iii) shortening any Offering Period by setting a New Exercise Date, including an OfferingPeriod underway at the time of the Administrator action;          (iv) reducing the maximum percentage of Compensation a participant may elect to set aside aspayroll deductions; and          (v) reducing the maximum number of Shares a participant may purchase during any OfferingPeriod or Purchase Period.     Such modifications or amendments will not require shareholder approval or the consent of anyPlan participants.20. Notices. All notices or other communications by a participant to the Company under orin connection with the Plan will be deemed to have been duly given when received in the form andmanner specified by the Company at the location, or by the person, designated by the Company forthe receipt thereof.21. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued withrespect to an option unless the exercise of such option and the issuance and delivery of suchshares pursuant thereto will comply with all applicable provisions of law, domestic or foreign,including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rulesand regulations promulgated thereunder, and the requirements of any stock exchange upon which theshares may then be listed, and will be further subject to the approval of counsel for the Companywith respect to such compliance.     As a condition to the exercise of an option, the Company may require the person exercisingsuch option to represent and warrant at the time of any such exercise that the shares are beingpurchased only for investment and without any present intention to sell or distribute such sharesif, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned applicable provisions of law.22. Term of Plan. The Plan will become effective upon the earlier to occur of its adoptionby the Board or its approval by the shareholders of the Company. It will continue in effect for aterm of twenty (20) years, unless sooner terminated under Section 20.23. Shareholder Approval. The Plan will be subject to approval by the shareholders of theCompany within twelve (12) months after the date the Plan is adopted by the Board. Such shareholderapproval will be obtained in the manner and to the degree required under Applicable Laws.24. Rules for Non-United States Jurisdictions.     (a) Special Rules or Procedures. Notwithstanding any provision to the contrary inthis Plan, the Administrator may adopt rules or procedures relating to the operation andadministration of the Plan to accommodate the specific requirements of local laws and proceduresfor jurisdictions outside of the United States. Without limiting the generality of the foregoing,the Administrator is specifically authorized to adopt rules and procedures regarding eligibility toparticipate, the definition of Compensation, handling of payroll deductions, making ofcontributions to the Plan in forms other than payroll deductions, establishment of bank or trustaccounts
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to hold payroll deductions, payment of interest, conversion of local currency, obligations topay payroll tax, determination of beneficiary designation requirements, withholding procedures andhandling of stock certificates which vary with local requirements.     (b) Non-423 Plan Rules, Procedures or Sub-Plans. The Administrator may also adoptrules, procedures or sub-plans applicable to particular Designated Subsidiaries or locations, whichsub-plans may be designed to be outside the scope of Section 423 of the Code. Such rules,procedures and sub-plans may take precedence over other provisions of this Plan, with the exceptionof Sections 13(a) and 20, but unless otherwise superseded by such rules, procedures and sub-plans,the provisions of this Plan shall govern the operation of such arrangements. To the extentinconsistent with the requirements of Section 423 of the Code, the options affected by such rules,procedures and sub-plans shall not be considered to comply with Section 423 of the Code.
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