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                                  LUXFER HOLDINGS PLC                      EMPLOYEE STOCK PURCHASE PLAN                  (As adopted by the Board of Directors on March 27, 2014)         1.    Purpose.   The  purpose  of  the  Plan  is  to  provide  Eligible  Employees  of  the  Subsidiaries of the Company with an opportunity to purchase Shares of the Company (evidenced  by American Depositary Receipts) 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 Code.  The provisions of the Plan, accordingly, shall be construed in a manner consistent  with the requirements of Section 423 of the Code.         2.    Definitions.               (a)   “American Depositary Shares” shall mean American Depositary Shares,  each  representing one half  of  an Ordinary Share.  The  American  Depositary  Shares  are  evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement, dated as  of October  3, 2012 between the  Company and  The  Bank  of  New  York  Mellon,  as  it  may  be  amended from time to time.               (b)   “Administrator”  shall  mean  the  Board  or  any  committee  of  the  Board  designated by the Board to administer the Plan.               (c)   “Board” shall mean the Board of Directors of the Company.               (d)   “Code” shall mean the Internal Revenue Code of 1986, as amended.               (e)   “Company”  shall  mean Luxfer  Holdings  PLC,  incorporated  in  England  and Wales, and any successor thereto.               (f)   “Compensation” shall  mean  an  Eligible  Employee’s  regular  salary  as  determined  in  accordance  with  the  Company’s  payroll  records,  excluding  any  bonuses,  commissions,  taxable  or  non-taxable  fringe  benefits,  car  or  other  allowances,  and  any  other  forms of compensation.               (g)   “Designated  Subsidiary”  shall  mean  any  Subsidiary  selected  by the  Administrator as eligible to participate in any Offering(s) under the Plan.               (h)   “Eligible  Employee”,  in  respect  of  any  Offering,  shall  mean  any  individual (1) who is an employee (for tax purposes) of a Designated Subsidiary prior to the date  of the commencement of the Offering Period, (2) who has been employed by such Designated  Subsidiary for at least six (6)  months since his or her last hire date (or such lesser period of time  as may be determined for any Offering by the Administrator in its discretion) prior to the date of  the commencement of the Offering Period, (3) who customarily works  more than twenty (20)  hours  per  week  (or  such  lesser  period  of  time  as  may  be  determined for  any  Offering by  the  Administrator in its discretion), and (4) who customarily works more than five (5) months per  calendar  year  (or  such  lesser  period  of  time  as  may  be  determined for  any  Offering by  the  Administrator in its discretion); provided that employees who are citizens or residents of a non-     





 






   U.S.  jurisdiction  (without  regard  to  whether  they  also  are  citizens  or  residents  of  the  United  States  or  resident  aliens  (within  the  meaning  of  Section  7701(b)(1)(A)  of  the  Code))  may  be  excluded from participation in the Plan or an Offering if the participation of such employees is  prohibited  under  the  laws  of  the  applicable  jurisdiction  or  if  complying  with  the  laws  of  the  applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.   For purposes of the Plan, the employment relationship shall be treated as continuing intact while  the individual is on sick leave or other approved leave of absence; provided that 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)   “Exercise Date” shall mean the last day of each Offering Period.               (j)   “Fair  Market  Value”  shall  mean,  as  of  any  date,  the  value  of  a Share  determined as follows:                     (i)   If  the  Shares  are  listed  on  any  established  stock  exchange  or  a  national  market  system,  including  without  limitation  the  New  York  Stock  Exchange,  the  Fair  Market Value shall be the closing sales price for such Share (or the closing bid, if no sales were  reported) as quoted on such exchange or system on the date of determination;                     (ii)  If the Shares are regularly quoted by a recognized securities dealer  but selling prices are not reported, the Fair Market Value shall be the mean of the closing bid and  asked prices for the Shares on the date of determination, as reported in The Wall Street Journal  or such other source as the Board deems reliable; or                     (iii) In  the  absence  of  an  established  market  for  the  Shares,  the  Fair  Market Value thereof shall be determined in good faith by the Board.                     The  Fair  Market  Value  of  Shares  as  of  any  such  date  on  which  the  applicable  exchange  or  inter-dealer  quotation  system  through  which  trading  in  the  Shares  regularly occurs is closed shall be the Fair Market Value determined pursuant to this Section 2(j)  as  of  the  immediately  preceding  date  on  which  the  Shares  are  traded,  a  bid  and  ask  price  is  reported or a trading price is reported by any member of FINRA selected by the Administrator.               (k)   “Grant Date” shall mean the first day of each Offering Period.               (l)   “Offering” means  an  offer  under  the  Plan  of  an  option  that  may  be  exercised during an Offering Period as further described in Section 5. For purposes of the Plan,  the Administrator may designate separate Offerings under the Plan (the terms of which need not  be identical) and may select one or more Subsidiaries to be eligible to participate therein, even if  the  dates  of  the  applicable  Offering  Periods  of  each  such  Offering  are  identical  and  the  provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S.  Treasury  Regulation  Section  1.423-2(a)(1),  the  terms  of  each  Offering  need  not  be  identical  provided that the terms  of the Plan and an Offering together satisfy U.S. Treasury Regulation  Section 1.423-2(a)(2) and (a)(3).                                          2    





 






               (m)   “Offering  Periods”  shall  mean consecutive six  (6)  month  periods  commencing on or about June 1 and December 1 of each calendar year beginning in calendar  year 2014.  The date of the initial Offering Period under the Plan and the duration and timing of  Offering Periods may be changed pursuant to Section 5 of this Plan.                 (n)   “Ordinary  Shares”  means  ordinary  shares  of  the  Company, nominal  value £1 per share.               (o)   “Parent” shall mean a “parent corporation” as defined in Section 424(e)  of the Code.               (p)   “Plan”  shall  mean  this Luxfer  Holdings  PLC Employee  Stock  Purchase  Plan, as it may be amended from time to time.               (q)   “Purchase  Price”  shall  mean  an  amount  equal  to  eighty-five  percent  (85%)  of  the  Fair  Market  Value  of  a  Share  on either  the  Grant  Date  or the  Exercise  Date,  whichever  is  less;  provided  however,  that  the  Purchase  Price  may  be  adjusted  by  the  Administrator pursuant to Section 20.               (r)   “Share” shall mean an American Depositary Share.               (s)   “Subsidiary”  shall  mean  a  “subsidiary  corporation” of  the  Company,  whether now or hereafter existing, as defined in Section 424(f) of the Code.         3.    Administration.               (a)   Authority.  The Administrator acting in its absolute discretion shall have  the power to interpret this Plan and to take, or authorize one or more of its members or one or  more of the Company’s officers to take, such actions in the administration and operation of this  Plan as are expressly called for in the Plan or as the Administrator deems equitable under the  circumstances, which actions shall to the fullest extent permitted by law be final and binding on  all parties.               (b)   Custodians.   The  Administrator  may  from  time  to  time  appoint  one  or  more custodians (each,  a  “Custodian”) for the  Plan to  (i) hold  all Shares  purchased under the  Plan,  (ii)  maintain  a  separate  account  in  the  name  of  each  participant  (such  participant’s  “Account”), to which payroll deductions made for such participant pursuant to Section 7 hereof  and  Shares  purchased  on  such  participant’s  behalf  pursuant  to the  Plan shall  be  credited,  (iii)  provide  participants,  at  least  annually,  with statements  of  their  respective Accounts  and  (iv)  perform such other functions as the Administrator shall specify.               (c)   No Liability.  To the extent permitted by applicable law, (i) no member of  the Administrator shall be liable for any action, omission, or determination relating to the Plan,  and (ii) the Company shall indemnify and hold harmless each member of the Administrator and  each  other  director  or  employee  of  the  Company  to  whom  any  duty  or  power  relating  to  the  administration  or  interpretation  of  the  Plan  has  been  delegated  against  any  cost  or  expense  (including counsel fees) or liability (including any sum paid in settlement of a claim with the                                         3    





 






   approval of the Administrator) arising out of any action, omission or determination relating to  the Plan.         4.    Eligibility.                 (a)   Eligibility. Any Eligible Employee on a given Grant Date shall be eligible  to participate in the Plan.                (b)   Limitations.  Any provisions of the Plan to the contrary notwithstanding,  no Eligible Employee shall be granted an option under the Plan (i) to the extent that, immediately  after the grant, such Eligible Employee (or any other person whose Shares would be attributed to  such Eligible Employee pursuant to Section 424(d) of the Code) would own Shares and/or hold  outstanding  options  to  purchase  Shares  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) to the extent that his or her rights to purchase stock under the Plan and any other plans of the  Company  and  its  Subsidiaries  which  constitute  “employee  stock  purchase  plans”  within  the  meaning of Section 423 of the Code would accrue at a rate which exceeds twenty-five thousand  dollars  ($25,000)  worth  of  Shares (or,  if  Section  423(b)(8)  of  the  Code  is  hereafter  amended,  such other maximum dollar value as may be specified therein), determined at the Fair Market  Value of the Shares on the date the option to purchase such Shares is granted, for each calendar  year in which such option is outstanding at any time.         5.    Offering  Periods.  The  Board  shall  have  the  power  to  change  the  date  of  the  initial Offering Period under the Plan, the duration of Offering Periods and the commencement  dates  thereof  with  respect  to  future  offerings  without  shareholder  approval  if  such  change  is  announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.           6.    Participation.               (a)   Initial Offering Period.  An Eligible Employee may become a participant  in  the  Plan  by  completing  and  submitting  a  subscription  agreement  no  later  than ten  (10)  business days  (or such other number of days as  determined by the Administrator) prior to the  commencement of the applicable Offering Period in such form and manner as the Administrator  may  prescribe including  through  an  electronic  or  other  enrollment  procedure (a  “Subscription  Agreement”) authorizing payroll deductions as provided in Section 7.               (b)   Subsequent Offering Periods.  Each Subscription Agreement completed  and submitted by a participant pursuant to Section 6(a) or 7(c) hereof shall remain in effect for  successive  Offering  Periods,  and  payroll  deductions  authorized  thereby  shall  continue  to  be  made, until either (i) the participant duly completes and submits a new Subscription Agreement,   (ii)  the  participant  ceases  to  be  an  Eligible  Employee or (iii) the  participant’s  participation  is  terminated as provided in Section 12 or 13 hereof.         7.    Payroll Deductions.               (a)   Subject  to  the  provisions  of  this  Section  7,  in his  or  her  Subscription  Agreement, each participant shall elect to have payroll deductions made on each pay day during  the Offering Period in an amount, designated in whole percentages, not exceeding fifteen percent                                         4    





 






   (15%) of the Compensation which he or she receives on each such pay day; provided, however,  that should a pay day occur on or within ten (10) business days prior to an Exercise Date, no  payroll deduction will be made in respect of such Exercise Date unless the Company elects to  process the election more quickly.               (b)   All payroll deductions made for a participant shall be credited to his or her  Account under the Plan.  No interest shall accrue on the payroll deductions of a participant in the  Plan.  A participant may not make or arrange to be made any additional payments into his or her  Account.               (c)   A  participant  may  discontinue  his  or  her  participation  in  the  Plan  as  provided  in  Section  12  hereof,  or  may  increase  or  decrease  the  rate  of  his  or  her  payroll  deductions  during  the  Offering  Period  by  completing  or  filing  with  the  Company  a  new  Subscription Agreement authorizing a change in payroll deduction rate.  The Administrator may,  in its discretion, limit the nature and/or number of participation rate changes during any Offering  Period.  The change in rate shall be effective with the first full payroll period following ten (10)  business  days  after  the  Company’s  receipt  of  the  new  Subscription  Agreement  unless  the  Company elects to process a given change in participation more quickly.                (d)   Notwithstanding  the  foregoing,  (i)  the  amount  deducted  from  any  participant’s Compensation in any calendar year shall not exceed the amount equal to eighty five  percent  (85%)  of  the  maximum  dollar  value  of  Shares  which  the  participant  is  permitted  to  purchase in such calendar year under Section 423 of the Code and (ii) to the extent necessary to  comply  with  Section  423(b)(8)  of  the  Code  and  Section  4(b)  hereof  and  this  Section  7(d),  a  participant’s payroll deductions may be decreased to zero dollars ($0.00) at any time during an  Offering Period.  Payroll deductions shall recommence at the rate provided in such participant’s  Subscription Agreement at the beginning of the first Offering Period with respect to which the  Company  determines  that  a  decrease  of  payroll  deductions  pursuant  to  Section  7(d)(ii)  is  no  longer required, unless terminated by the participant as provided in Section 12 hereof.               (e)   At the time the option is exercised, in whole or in part, or at the time some  or  all  of  the  Shares  issued  under  the  Plan  is  disposed  of,  the  participant  must  make  adequate  provision for the Company’s federal, state, or other tax withholding obligations, if any, which  arise upon the exercise of the option, the disposition of the Shares or otherwise.  At any time, the  Company may, but shall not be obligated to, withhold from the participant’s Compensation the  amount necessary for the Company to meet applicable withholding obligations.         8.    Grant of Option.               (a)   On  the  Grant  Date  of an Offering  Period,  each  Eligible  Employee  participating in such Offering shall be granted an option to purchase on such Exercise Date up to  a number of Shares determined by dividing such participant’s payroll deductions accumulated  prior to such Exercise Date and retained in the participant’s Account as of the Exercise Date by  the applicable Purchase Price.  Notwithstanding the foregoing, the maximum number of Shares  that may be purchased pursuant to any option in respect of any Offering shall be the lower of (i)  one thousand five hundred (1500) Shares and (ii) the number permitted under Section 4(b) hereof  and Section 423 of the Code.  The Administrator may, for future Offerings, increase or decrease,                                         5    





 






   in  its  absolute  discretion,  the  maximum  number  of  the  Shares  an  Eligible  Employee  may  purchase  during  each  Offering.   Exercise  of  the  option  shall  occur  as  provided in  Section  9  hereof, unless the participant has withdrawn or been deemed to withdraw pursuant to Section 12  hereof.           9.    Exercise of Option.               (a)   Unless a participant withdraws (or is deemed to withdraw) from the Plan  as provided in Section 12 hereof, his or her option for the purchase of Shares shall be exercised  automatically  on  the  Exercise  Date,  and  the  maximum  number  of  full  Shares  subject  to  the  option  shall  be  purchased  for  such  participant  at  the  applicable  Purchase  Price  with  the  accumulated payroll deductions in his or her Account.  No fractional Shares shall be purchased.   Any  payroll  deductions  accumulated  in  a  participant’s  Account  which  are  not  sufficient  to  purchase a full Share shall be retained in the participant’s Account for the subsequent Offering  Period, subject to earlier withdrawal (or deemed withdrawal) by the participant as provided in  Section 12 hereof.  Any other funds left over in a participant’s Account after the Exercise Date  shall  be  returned  to  the  participant.   During  a  participant’s lifetime,  a  participant’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 with respect to which options are to be exercised may exceed the number of Shares  available  for  sale  under  the  Plan  on  such  Exercise  Date,  the  Administrator  may  in  its  sole  discretion provide that the Company shall make a pro rata allocation of the Shares available for  purchase on such Exercise Date in as uniform a manner as shall be practicable and as it shall  determine  in  its  sole  discretion  to  be  equitable  among  all  participants  exercising  options  to  purchase Shares  on such Exercise Date and the  unexercised portion  of  any such options shall  expire.         10.   Delivery.  As soon as reasonably practicable after each Exercise Date on which a  purchase  of  Shares  occurs,  the  Company  shall  arrange  the  delivery  to  each  participant  of  the  Shares purchased upon exercise of his or her option by crediting such Shares to the participant’s  Account or otherwise in such form and manner as may be determined by the Administrator.         11.   Rights as a Stockholder.               (a)   Rights Prior to Purchase.  Prior to the Exercise Date on which Shares are  purchased on behalf of a participant under the Plan, such participant shall not have any rights as  a shareholder of the Company with respect to such Shares.               (b)   Rights After Purchase.                       (i)   From and after the Exercise Date on which Shares are purchased  on behalf of a participant  under the Plan, such  participant  (or, in  the  case of the participant’s  death, the person(s) entitled thereto under Section 15) shall have all of the rights and privileges  of a shareholder of the Company with respect to such Shares. Subject to Section 13(b), Shares  will remain in the participant’s Account until such time as the participant (or, in the case of the  participant’s  death,  the  person(s)  entitled  to  do  so  under  Section  15)  directs  the  sale  of  such  Shares in accordance with Section 11(b)(ii); provided however that any ordinary cash dividends                                         6    





 






   paid  with  respect  to  Shares held  in  a  participant’s  Account may,  at  the  option  of  the  Administrator, be invested automatically in full and fractional Shares purchased at 100% of Fair  Market Value on the date such dividend is paid.                      (ii)  Subject to the Company’s policies then in effect (including without  limitation  its  policies  regarding  insider  trading  and  trading  windows  then  in  effect) and any  applicable  law,  a  participant  (or,  in  the  case  of  the  participant’s  death,  the  person(s)  entitled  thereto under Section 16) shall be entitled, upon the payment of a customary brokerage fee, to  direct the Custodian to sell all or any portion of the Shares then held in his or her Account. Any  Shares purchased pursuant to Section 9 shall be sold in the order in which they were purchased  on such participant’s behalf under the Plan.         12.   Withdrawal.               (a)   A  participant  may  withdraw  all  but  not  less  than  all of the  payroll  deductions credited to his or her Account and not yet used to exercise his or her option under the  Plan  at  any  time  by giving  written  notice  to  the  Company  in  such  form  and  manner  as  the  Administrator may prescribe, provided notice must be given no later than ten (10) business days  prior  to  the  Exercise  Date  or  such  payroll  deductions  will  be  used  to  purchase  shares  on  the  Exercise Date in the ordinary course. All of the participant’s payroll deductions credited to his or  her Account shall be paid to such participant as soon as reasonably practicable after receipt of  notice of withdrawal and such participant’s option for the Offering Period shall be automatically  terminated, and no further payroll deductions for the purchase of Shares shall be made for such  Offering  Period.   Any  Shares  held  in  the  participant’s  Account  as  of  the  date  of  his  or  her  withdrawal  shall  remain  in his  or  her  Account  in  accordance  with  Section  11 hereof.   If  a  participant  withdraws  from  an  Offering  Period,  payroll  deductions  shall  not  resume  at  the  beginning of any succeeding Offering Period unless the participant delivers to the Company a  new Subscription Agreement.               (b)   A  participant’s  withdrawal  from  an  Offering  Period  shall  not  have  any  effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted  by the Company or in succeeding Offering Periods which commence after the termination of the  Offering Period from which the participant withdraws.         13.   Termination of Employment.                 (a)   Upon  termination  of  a  participant’s  employment  for  any  reason,  such  participant  shall  be  deemed  to  have  elected  to  withdraw  from  the  Plan  and  the provisions  of  Section 12(a) hereof shall apply.                 (b)   Within  90  days  of  termination  of  a  participant’s  employment  for  any  reason (other than due to a participant’s death), the participant shall withdraw all Shares held in  the participant’s Account. Upon expiration of the 90-day period following such termination, the  Custodian  shall  have  the  right  to  sell  all  Shares  remaining  in  the  participant’s  Account  in  the  open market and will distribute the proceeds to the participant upon such a sale.                 (c)   In  the  case  of  termination  due  to  a  participant’s  death,  the  distribution  described in Section 12(a) shall be made to the person(s) entitled thereto under Section 15.                                           7    





 






               (d)   For purposes of this Section 13, an employee will not be deemed to have  terminated employment or failed to remain in the continuous employ of a Designated Subsidiary  in the case of sick leave, military leave, or any other approved leave of absence; provided that  such leave is for a period of not more than ninety (90) days or reemployment upon the expiration  of such leave is guaranteed by contract or statute.         14.   Shares Reserved for Plan.  Subject to adjustment upon changes in capitalization  of the Company as provided in Section 19 hereof, the maximum number of Shares which shall  be made available for sale under the Plan shall be 250,000 Shares.  Shares may be purchased  pursuant to the Plan on the open market or from the Company.         15.   Designation of Beneficiary.                (a)   A participant may file, in such form and manner as the Administrator may  designate from time to time, a written designation of a beneficiary who is to receive any Shares  and cash, if any, from the participant’s Account under the Plan in the event of such participant’s  death subsequent to an Exercise Date on which the option is exercised but prior to delivery to  such participant of such Shares and cash.  In addition, a participant may file a 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 exercise of the option.  If a participant is married and  the  designated  beneficiary  is  not  the  spouse,  spousal  consent  shall  be  required  for  such  designation to be effective.               (b)   Such designation of beneficiary may be changed by the participant at any  time  by  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 Administrator  may designate.         16.   Transferability.  Neither payroll deductions 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 15 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  an  election  to  withdraw  funds  from  an  Offering  Period  in  accordance with Section 12 hereof.         17.   Use  of  Funds.   Each participant  shall  be  a  general  unsecured  creditor  of  the  Company with respect to any amounts deducted from such participant’s Compensation under the  Plan  during  the  period  prior  to  the  Exercise  Date  on  which  such  amounts  are  applied  to  the  purchase of Shares for the participant.  The Company shall not be obligated to segregate from  other  assets  of  the  Company  any  funds  accumulated  through  payroll  deductions  made  for  participants under the Plan, and may use such funds for any corporate purpose.                                         8    





 






         18.   Reports.  Statements  of Accounts shall  be  given  to  participating  Eligible  Employees at least annually, which statements shall set forth the amounts of payroll deductions,  the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.         19.   Adjustments  Upon  Changes  in  Capitalization,  Dissolution,  Liquidation,  Merger or Change of Control.               (a)   Changes  in  Capitalization.   Subject  to  any  required  action  by  the  shareholders of the Company, the maximum number of Shares which shall be made available for  sale under the Plan (pursuant to Section 14), the maximum number of Shares each participant  may purchase in each Offering Period (pursuant to Section 8), as well as the price per Share and  the number of Shares covered by each option under the Plan which has not yet been exercised  shall be proportionately adjusted for any increase or decrease in the number of issued Ordinary  Shares resulting from any dividend or other distribution (whether in the form of cash, Common  Stock,  other  securities,  or  other  property  other than  an  ordinary  cash  dividend), stock  split,  reverse stock split, stock dividend, combination or reclassification of the Ordinary Shares, any  other change in the number of Ordinary Shares effected without receipt of consideration by the  Company or  any  change  in  the  number  of  Ordinary  Shares  represented  by  a  Share; provided,  however, that conversion of any convertible securities of the Company shall not be deemed to  have  been  “effected  without  receipt  of  consideration.”  Such  adjustment shall  be  made  by  the  Administrator, in its sole discretion, whose determination in that respect shall be final, binding  and conclusive.  Except as expressly provided herein, no issuance 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 subject  to an option.               (b)   Dissolution or Liquidation.  In the event of the proposed dissolution or  liquidation of the Company, the Offering Period then in progress shall be shortened by setting a  new  Exercise  Date  (the  “New  Exercise  Date”),  and  shall  terminate  immediately  prior  to  the  consummation  of  such  proposed  dissolution  or  liquidation,  unless  provided  otherwise  by  the  Administrator.   The  New  Exercise  Date  shall  be  before  the  date  of  the  Company’s  proposed  dissolution or liquidation.  The Administrator shall notify each participant in writing, at least ten  (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s  option  has  been  changed  to  the  New  Exercise  Date  and  that  the  participant’s  option  shall  be  exercised automatically on the New Exercise Date, unless prior to such date the participant has  withdrawn from the Offering Period as provided in Section 12 hereof.               (c)   Merger  or  Asset  Sale.   In  the  event  of  a  proposed  sale  of  all  or  substantially all  assets  of the Company, or the proposed  merger of the  Company  with  or into  another corporation, arrangements shall be made for each outstanding option to be assumed or an  equivalent  option  substituted  by  the  successor  corporation  or  a  Parent  or  Subsidiary  of  the  successor corporation.  In the event that the successor corporation refuses to assume or substitute  for  the  option,  unless  provided  otherwise  by  the  Administrator,  the  Offering  Period  then  in  progress shall be shortened by setting a New Exercise Date.  The New Exercise Date shall be  before the date of the Company’s proposed merger or asset sale.  The Administrator shall notify  each participant in writing, at least ten (10) business days prior to the New Exercise Date, that  the Exercise Date for such Offering Period has been changed to the New Exercise Date and that                                         9    





 






   the participant’s option shall be exercised automatically on the New Exercise Date, unless prior  to such date the participant has withdrawn from the Offering Period as provided in Section 12  hereof.         20.   Amendment or Termination.               (a)   The Administrator may at any time and for any reason terminate or amend  the  Plan.   Except  as  otherwise  provided  in  the  Plan,  no  such  termination  can  affect  options  previously granted, provided that an Offering Period may be terminated by the Administrator on  any Exercise Date if the Administrator determines that the termination of the Offering Period or  the  Plan  is  in  the  best  interests  of  the  Company  and  its  shareholders.   Except  as  provided  in  Section 19 and  this  Section  20 hereof,  no  amendment  may  make  any  change  in  any  option  theretofore granted which adversely affects the rights of any participant.  To the extent necessary  to  comply  with  Section  423  of  the  Code  (or  any  successor  rule  or  provision  or  any  other  applicable law, regulation or stock exchange rule), the Company shall seek to obtain shareholder  approval  in  such  a  manner  and  to  such  a  degree  as  required.  In  the  event  the  Plan  is  not  approved by the shareholders of the Company within 12 months following its adoption by the  Board,  on  the  first  anniversary  of  such  adoption  date,  the  Plan  shall  terminate  and  each  Participant  shall  be  treated  as  though he  or  she  withdrew  from  the  Plan  in  accordance  with  Section 12 hereof on such date.               (b)   Without  shareholder  consent  and  without  regard  to  whether  any  participant rights may be considered to have been “adversely affected,” the Administrator shall  be entitled to change the Offering Periods, limit the frequency and/or number of changes in the  amount withheld during an Offering Period, establish the exchange ratio applicable to amounts  withheld  in  a  currency  other  than  U.S.  dollars,  permit  payroll  withholding  in  excess  of  the  amount designated by a participant in order to adjust for delays or mistakes in the Company’s  processing  of  properly  completed  withholding  elections,  establish  reasonable  waiting  and  adjustment periods and/or accounting and crediting procedures to ensure that amounts applied  toward the purchase of Shares for each participant properly correspond with amounts withheld  from the participant’s Compensation, and establish such other limitations or procedures as the  Administrator determines in its sole discretion advisable which are consistent with the Plan.               (c)   In  the  event  the  Administrator  determines  that  the  ongoing  operation  of  the Plan may result in unfavorable financial accounting consequences, the Administrator may, in  its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or  eliminate  such  accounting  consequence  including,  but  not  limited  to  shortening  any  Offering  Period  so  that  Offering  Period  ends  on  a  new  Exercise  Date,  including  an  Offering  Period  underway at  the  time  of  such  action.   Such  modifications  or  amendments  shall  not  require  shareholder approval or the consent of any Plan participants.         21.   Notices.  All notices or other communications by a participant to the Company  under or in connection with the Plan shall be deemed to have been duly given when received in  the form and manner specified by the Company at the location, or by the person, designated by  the Company for the receipt thereof.                                          10    





 






         22.   Conditions Upon Issuance of Shares.  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 Securities Exchange  Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements  of  any  stock  exchange  upon  which  the  Shares  may  then  be  listed,  and,  if  required  by  the  Company, shall be further subject to the approval of counsel for the Company with respect to  such  compliance.   As  a  condition  to  the  exercise  of  an  option,  the  Company  may  require  the  person exercising such option to represent and warrant at the time of any such exercise that (i)  the Shares are being purchased only for investment and without any present intention to sell or  distribute such Shares and/or (ii) any disposition of such shares will be made in accordance with  the Company’s policies then in effect (including without limitation its policies regarding insider  trading and trading windows then in effect) and applicable law if, in the opinion of counsel for  the  Company,  such  representations are required  by  any  of  the  aforementioned  applicable  provisions of law.         23.   No Rights to Continued Employment.  Neither this Plan nor the grant of any  option hereunder shall confer any right on any Eligible Employee to remain in the employ of the  Company or any Designated Subsidiary, or restrict the right of the Company or any Designated  Subsidiary to terminate such Eligible Employee’s employment.         24.   Equal  Rights  and  Privileges.   All  Eligible  Employees  participating  in  an  Offering  Period  under  this  Plan  shall  have  equal  rights  and  privileges  with  respect  to  such  Offering  Period  so  that  this  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.  Any  provision of this Plan which is inconsistent with Section 423 or any successor provision of the  Code shall, without further act or amendment by the Company or the Administrator, be reformed  to comply with the requirements of Section 423.  This Section 24 shall take precedence over all  other provisions in this Plan.         25.   Term of Plan.  The Plan shall become effective upon the earlier to occur of its  adoption by the Board or its approval by the shareholders of the Company.  It shall continue in  effect until terminated under Section 20 hereof.           26.   Risk  of  Participants.  Each participant  assumes  all  risks  associated  with  any  decrease  in  the  value  of  any  securities  in  the participant’s  Account  and  agrees  that  his  or  her  Account will be the sole source of payments under the Plan and that the Company will not be  responsible for the payment of any benefits under the Plan.  The establishment and operation of  this Plan by the Company does not constitute a recommendation that any person purchase Shares  or any other securities.  The Shares available for purchase under the Plan may or may not be a  suitable investment for Eligible Employees, and each Eligible Employee should therefore make  an independent investigation into the merits of each investment.  Each participant, by becoming a  participant, agrees that the participant is in no way relying on the Company or the Custodian for  information or advice concerning the participant’s investment decisions and that the Company  and the Custodian are under no obligation to inform the participant of any information which the  Company  or  the  Custodian  may  possess  at  any  time  which  is  or  may  be  material  to the  investment decision of the participant.                                         11    





 






         27.   Tax  Effects.  Each  participant,  by  completing  a  Subscription  Agreement,  acknowledges  that  the  participant  is  not  relying  on  advice  by  any  person  associated with  the  Company  that  favorable  tax  effects  will  result  from  participation  in  the  Plan  and  that  the  participant  has  been  given  sufficient  opportunity  to  consult  with  the  participant’s  own  tax  advisors concerning participation in the Plan.         28.   Applicable Law.  To the extent not governed by federal law, the Plan shall be  construed in accordance with and governed by the laws of the State of Delaware.                                             12