exv4w2






Exhibit 4.2





ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

AMENDED AND RESTATED 2008 EMPLOYEE SHARE PURCHASE PLAN




     As of December 1, 2010, the Allied World Assurance Company Holdings, AG 2008 Employee Share
Purchase Plan, was amended and restated and renamed the Allied World Assurance Company Holdings, AG
Amended and Restated 2008 Employee Share Purchase Plan (the “Plan”), effective as of
February 28, 2008 (the “Effective Date”), subject to the approval of the shareholders of the
Company.



     1. Purpose. The purposes of the Plan are as follows:



     a. To assist Eligible Employees in acquiring an ownership interest in the Company pursuant to
a plan that is intended to qualify as an “employee stock purchase plan” within the meaning of
Section 423(b) of the Code; and



     b. To help such Eligible Employees provide for their future security and to encourage them to
remain in the employment of the Company and its Subsidiaries.



     2. Definitions.




     (i) “Administrator” shall mean the Compensation Committee of the Board.




     (ii) “Board” shall mean the Board of Directors of the
Company.




     (iii) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the
applicable rulings and regulations thereunder.




     (iv) “Company” shall mean Allied World Assurance Company Holdings, AG, a Swiss
corporation, or any successor corporation.




     (v) “Compensation” shall mean all base straight time gross earnings and
commissions, exclusive of payments for overtime, shift premiums, incentive compensation,
incentive payments, bonuses, expense reimbursements, fringe benefits and other compensation.




     (vi) “Eligible Employee” shall mean an Employee of the Company or a Subsidiary
(i) who would not, immediately after an option is granted to him hereunder, own shares
possessing 5% or more of the total combined voting power or value of all classes of shares
of the Company, a Parent, or a Subsidiary (as determined under Section 423(b)(3) of the
Code); (ii) whose customary employment is for more than 20 hours per week; and (iii) whose
customary employment is for more than five months in any calendar year. For purposes of
clause (i) of this subsection (g), the rules of Section 424(d) of the Code with regard to
the attribution of share ownership shall apply in determining the share ownership of an
individual, and shares which an Employee may purchase under outstanding options shall be
treated as shares owned by the Employee.




     (vii) “Employee” shall mean any person who renders services to the Company or a
Subsidiary in the status of an employee within the meaning of Code Section 3401(c).



 









 




“Employee” shall not include any director of the Company or a Subsidiary who does not
render services to the Company or a Subsidiary in the status of an employee within the
meaning of Code Section 3401(c). For purposes of the Plan, the employment relationship shall
be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company or Subsidiary and meeting the requirements of Treasury
Regulation Section 1.421-7(h)(2). 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.





     (viii) “Employer” shall mean, as to any particular Employee, the company or
corporation which employs such Employee, whether it be the Company or a Subsidiary.




     (ix) “Enrollment Date” shall mean the first Trading Day of each Offering Period.




     (x) “Exercise Date” shall mean the last Trading Day of each
Offering Period.




     (xi) “Fair Market Value” shall mean, as of any date, the value of a Registered
Share determined as follows:




     (i) If the Registered Shares are traded on an exchange, Fair Market Value shall
be the closing sales price for one Registered Share as reported in The Wall Street
Journal (or such other source as the Administrator may deem reliable for such
purposes) for such date, or if no sale occurred on such date, the first Trading Day
immediately prior to such date during which a sale occurred;




     (ii) If the Registered Shares are not traded on an exchange but are quoted on a
quotation system, Fair Market Value shall be the mean between the closing
representative bid and asked prices for one Registered Share on such date, or if no
sale occurred on such date, the first date immediately prior to such date on which
sales prices or bid and asked prices, as applicable, are reported by such quotation
system; or




     (iii) In the absence of an established market for the Registered Shares, Fair
Market Value shall be determined in good faith by the Administrator.




     (xii) “Offering Period” shall mean each period of approximately six months
commencing on each January 1 and July 1 and terminating on the next occurring June 30 or
December 31, as applicable. The duration and timing of Offering Periods may be changed
pursuant to Section 4 of this Plan, but in no event may an Offering Period have a duration in
excess of 27 months.




     (xiii) “Parent” means any corporation, other than the Company, in an unbroken
chain of corporations ending with the Company if, at the time of the determination, each of
the corporations other than the Company owns shares possessing 50% or more of the total
combined voting power of all classes of shares in one of the other corporations in such
chain.



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     (xiv) “Participant” means an Eligible Employee who participates in the Plan
pursuant to Section 5 hereof.




     (xv) “Purchase Price” shall mean 85% of the Fair Market Value of one Registered
Share on the Exercise Date; provided, however, that the Purchase Price may be adjusted by the
Administrator pursuant to Section 19 hereof; provided, further, that the Purchase Price shall
not be less than the par value of one Registered Share.




     (xvi) “Registered Shares” shall mean the registered shares of the Company.
“Registered Shares” shall also include any other securities of the Company that may be
substituted for Registered Shares pursuant to Section 19 hereof.




     (xvii) “Subsidiary” shall mean any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the time of the
determination, each of the corporations other than the last corporation in an unbroken chain
owns shares possessing 50% or more of the total combined voting power of all classes of
shares in one of the other corporations in such chain.




     (xviii) “Trading Day” shall mean a day on which the principal exchange on which
the Registered Shares are traded is open for trading.



     3. Eligibility.



     a. Any Employee who is an Eligible Employee on the Enrollment Date for an Offering Period
shall be eligible to participate in the Plan during such Offering Period, subject to the
requirements of Section 5 hereof and the limitations imposed by Section 423(b) of the Code.



     b. No Eligible Employee shall be granted an option under the Plan to purchase Registered
Shares, or under any other employee share purchase plan to purchase shares of the Company, any
Parent, or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds
$25,000 of the Fair Market Value of such shares (determined at the time the option is granted) for
each calendar year in which the option is outstanding at any time. For purposes of the limitation
imposed by this subsection, the right to purchase shares under an option accrues when the option
(or any portion thereof) first becomes exercisable during the calendar year, the right to purchase
shares under an option accrues at the rate provided in the option, but in no case may such rate
exceed $25,000 of the Fair Market Value of such shares (determined at the time such option is
granted) for any one calendar year, and a right to purchase shares which has accrued under an
option may not be carried over to any other option. This limitation shall be applied in accordance
with Section 423(b)(8) of the Code.



     4. Offering Periods. Subject to approval by shareholders of the Company, the Plan
shall be implemented by consecutive Offering Periods beginning on July 1, 2008, and shall continue
until it expires or is terminated in accordance with Section 20 hereof. The Administrator shall
have the power to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareholder approval if such change is announced
at least five days prior to the scheduled beginning of the first Offering Period to be affected
thereafter; provided, however, that no Offering Period shall expire later than the date on which
this Plan expires or is terminated in accordance with Section 20 hereof.



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     5. Participation.



     a. Each Eligible Employee may become a Participant with respect to any Offering Period by
completing a subscription agreement authorizing payroll deductions in a form acceptable to the
Administrator and filing it with the Company (or its designated third-party share plan
administrator) 15 business days (or a different number of days as may be determined by the
Administrator, in its sole discretion) prior to the first day of such Offering Period. A
Participant’s completion of a subscription agreement with respect to any Offering Period will
enroll such Participant in the Plan for each subsequent Offering Period on the terms contained
therein until the Participant either submits a new subscription agreement, withdraws from
participation under the Plan as provided in Section 10 hereof, or otherwise becomes ineligible to
participate in the Plan.



     b. Payroll deductions for a Participant shall commence on the first payday following the
Enrollment Date and shall end on the last payday in the Offering Period with respect to which such
authorization is applicable, unless sooner terminated by the Participant as provided in Section 10
hereof.



     c. During a Participant’s leave of absence approved by his Employer and meeting the
requirements of Treasury Regulation Section 1.421-7(h)(2), such Participant may continue to
participate in the Plan by making cash payments to the Company on each payday equal to the amount
of the Participant’s payroll deductions under the Plan for the payday immediately preceding the
first day of such Participant’s leave of absence. If a leave of absence is unapproved or fails to
meet the requirements of Treasury Regulation Section 1.421-7(h)(2), the Participant will
automatically cease to participate in the Plan and may not make any further contributions to the
Plan hereunder. In such event, the Company will automatically cease to deduct the Participant’s
payroll under the Plan. The Company will pay to the Participant his total payroll deductions for
the Offering Period, in cash in one lump sum (without interest), as soon as practicable after the
Participant ceases to participate in the Plan.



     d. The subscription agreement(s) used in connection with the Plan shall be in a form
prescribed by the Administrator, and the Administrator may, in its sole discretion, determine
whether such agreement shall be submitted in written or electronic form.



     6. Payroll Deductions.



     a. At the time a Participant files his subscription agreement, he shall elect to have payroll
deductions made on each payday (such amount to be deducted after any applicable deduction for tax
and other withholding) during the Offering Period in an amount from 1% to 10% of the Compensation
which he receives on each pay day during the Offering Period.



     b. All payroll deductions made for a Participant shall be credited to his account under the
Plan and shall be withheld in whole percentages only. Except as described in Section 5(c) hereof,
a Participant may not make any additional payments into such account.



     c. A Participant may discontinue his participation in the Plan as provided in Section 10
hereof, or may increase or decrease the rate of his payroll deductions during the Offering Period
by completing or filing with the Company (or its designated third-party share plan



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administrator) a new subscription agreement authorizing a change in payroll deduction rate.
The Administrator may, in its discretion, limit the number of participation rate changes per
Participant during any Offering Period. The change in rate shall be effective with the first full
payroll period following five business days (or a different number of days as may be determined by
the Administrator, in its sole discretion) after the Company’s (or its designated third-party share
plan administrator’s) receipt of the new subscription agreement.




     d. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, a Participant’s payroll deductions may be decreased to 0% at any
time during an Offering Period.



     e. At the time an option is exercised, in whole or in part, or at the time some or all of the
Registered Shares issued under the Plan are disposed of, the Participant must make adequate
provision for any federal, state or other tax obligations, if any, which arise upon the exercise of
the option or the disposition of the Registered Shares. At any time, the Company may, but shall
not be obligated to, withhold from all of the Participant’s compensation the amount necessary for
the Company to meet applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to the sale or early
disposition of Registered Shares by the Employee.



     7. Grant of Option. On the Enrollment Date of each Offering Period, each Participant
in such Offering Period shall be granted an option to purchase on the Exercise Date with respect to
such Offering Period (at the applicable Purchase Price) up to a number of the Registered 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; provided, however, that such purchase shall be subject to the limitations set forth in
Sections 3 and 13 hereof. Exercise of the option shall occur as provided in Section 8 hereof,
unless the Participant has withdrawn from participation pursuant to Section 10 hereof or otherwise
becomes ineligible to participate in the Plan. The option shall 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 hereof or otherwise
becomes ineligible to participate in the Plan, such Participant’s option for the purchase of
Registered Shares shall be exercised automatically on the Exercise Date, and the maximum number of
full Registered Shares subject to the option shall be purchased for such Participant at the
applicable Purchase Price with the accumulated payroll deductions in his account. No fractional
Registered Shares shall be purchased, and any payroll deductions accumulated in a Participant’s
account which are not sufficient to purchase a full Registered Share shall be retained in such
Participant’s account for the subsequent Offering Period. During a Participant’s lifetime, a
Participant’s option to purchase Registered Shares hereunder is exercisable only by him.



     b. If the Administrator determines that, on a given Exercise Date, the number of Registered
Shares with respect to which options are to be exercised may exceed either (i) the number of
Registered Shares that were available for sale under the Plan on the Enrollment Date



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of the applicable Offering Period (notwithstanding any authorization of additional Registered
Shares for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment
Date); or (ii) the number of Registered Shares available for sale under the Plan on such Exercise
Date, the Administrator shall provide that the Company (or its designated third-party share plan
administrator) shall make a pro rata allocation of the Registered Shares available for purchase on
such Enrollment Date or Exercise Date, as applicable, 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 Registered Shares on such Exercise Date, and shall decide, in its
sole discretion, to either (x) continue all Offering Periods then in effect or (y) terminate any or
all Offering Periods then in effect pursuant to Section 20 hereof. In the event of such a pro rata
allocation of Registered Shares pursuant to this Section 8(b), the balance of the amount credited
to the account of each Participant that has not been applied to the purchase of Registered Shares
shall be paid to each such Participant in one lump sum in cash as soon as reasonably practicable
after the Exercise Date, without any interest thereon.




     9. Deposit of Registered Shares. As promptly as practicable after each Exercise Date
on which a purchase of Registered Shares occurs, the Company may arrange for the deposit, into each
Participant’s account with any broker designated by the Company to administer this Plan, of the
number of Registered Shares purchased upon exercise of each such Participant’s option.



     10. Withdrawal.



     a. At any time prior to the Exercise Date, a Participant, by giving written notice to the
Company (or its designated third-party share plan administrator) in a form acceptable to the
Administrator, may withdraw all but not less than all of the payroll deductions credited to his
account and not yet used to exercise an option under the Plan. All of the Participant’s payroll
deductions credited to his account during the Offering Period, plus any balance retained in his
account from a prior Offering Period, if any, 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 Registered Shares shall be made for such Offering Period. If a Participant withdraws
from an Offering Period, payroll deductions shall not resume at the beginning of any subsequent
Offering Period unless the Participant delivers to the Company (or its designated third-party share
plan administrator) a new subscription agreement in accordance with the terms of Section 5(a)
hereof.



     b. A Participant’s withdrawal from an Offering Period shall not have any effect upon his
eligibility to participate in any similar plan which may hereafter be adopted by the Company or in
Offering Periods which commence after the termination of the Offering Period from which the
Participant withdraws.



     11. Termination of Employment. Upon a Participant’s ceasing to be an Eligible
Employee, for any reason, such Participant shall be deemed to have elected to withdraw from the
Plan, and the payroll deductions credited to such Participant’s account during the Offering Period,
plus any balance retained in his account from a prior Offering Period, if any, shall be paid to
him, or in the case of his death, to the person or persons entitled thereto under Section 15



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hereof, as soon as reasonably practicable, and such Participant’s option for the Offering
Period shall be automatically terminated.




     12. Interest. No interest shall accrue on the payroll deductions or lump sum
contributions of a Participant in the Plan.



     13. Shares Subject to Plan.



     a. Subject to adjustment upon changes in capitalization of the Company as provided in Section
19 hereof, a maximum of 1,000,000 Registered Shares shall be made available for sale under the
Plan. If any option granted under the Plan shall for any reason terminate without having been
exercised, the Registered Shares not purchased under such option shall again become available for
issuance under the Plan. The shares subject to the Plan may be unissued shares or reacquired
shares bought on the market or otherwise.



     b. Except as otherwise provided herein, with respect to Registered Shares subject to an option
granted under the Plan, a Participant shall not be deemed to be a shareholder of the Company, and
the Participant shall not have any of the rights or privileges of a shareholder, until such
Registered Shares have been issued to the Participant or his nominee following exercise of the
Participant’s option. No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash securities, or other property) or distributions or other rights for which the
record date occurs prior to the date of such issuance, except as otherwise expressly provided
herein.




	 	 14.	 	Administration.





     a. It shall be the duty of the Administrator to conduct the general administration of the Plan
in accordance with the provisions of the Plan. The Administrator shall have the power to interpret
the Plan and the terms of the options and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. The Administrator may adopt such procedures and sub-plans as are necessary
or appropriate to permit participation in the Plan by employees who are foreign nationals or
employed outside the United States. The Administrator at its option may utilize the services of an
agent to assist in the administration of the Plan, including establishing and maintaining an
individual securities account under the Plan for each Participant. In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and duties of the
Administrator under the Plan.



     b. The Administrator may delegate to officers or employees of the Company or any of its
affiliates, or committees thereof, the authority, subject to such terms as the Administrator shall
determine, to perform such functions, including, but not limited to, administrative functions, as
the Administrator may determine appropriate. The Administrator may appoint agents to assist it in
administering the Plan.



     c. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or
other persons in connection with its administration of the Plan. All expenses and liabilities
incurred by the Administrator in connection with the administration of the Plan shall be borne by
the Company. The Administrator, the Company, and its officers and directors shall be entitled to
rely upon the advice, opinions and valuations of any such persons. All actions taken



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and all interpretations and determinations made by the Administrator in good faith shall be
final and binding upon all Participants, the Company and all other interested persons. No member
of the Administrator or person to whom the powers of administration have been delegated hereunder,
shall be personally liable for any action, determination or interpretation made in good faith with
respect to the Plan or the options, and all members of the Administrator, and all persons to whom
the powers of administration have been delegated, shall be fully protected by the Company in
respect of any such action, determination or interpretation.




     15. Designation of Beneficiary.



     a. A Participant may file a written designation of a beneficiary who is to receive any
Registered Shares and cash, if any, from such 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 Registered 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.
To the extent required under applicable law, spousal consent shall be required for such designation
to be effective if the Participant is married and the designated beneficiary is not the
Participant’s spouse.



     b. Such beneficiary designation may be changed by the Participant at any time by written
notice to the Company. 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 Registered 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
Registered 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.



     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 Registered Shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant
(other than by will, the laws of descent and distribution, or as provided in Section 15 hereof).
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 10 hereof.



     17. Use of Funds. All payroll deductions 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 payroll deductions.



     18. Reports. Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be given to Participants following each Offering Period, which
statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of
Registered Shares purchased, and the remaining cash balance, if any.



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     19. Adjustments Upon Changes in Capitalization, Merger, Amalgamation, Asset Sale,
Dissolution or Liquidation.



     a. Changes in Capitalization. The number of Registered Shares which have been
authorized for issuance under the Plan but not yet placed under option, the maximum number of
Registered Shares each Participant may purchase in each Offering Period (pursuant to Section 7
hereof), as well as the price per Registered Share and the number of Registered 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 Registered Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Registered Shares, or
any other increase or decrease in the number of Registered Shares effected without receipt of
consideration by the Company; 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, whose determination in that respect shall be final,
binding and conclusive on all Participants and the Company. Except as expressly provided herein,
no issuance by the Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Registered Shares subject to an option.



     b. Merger, Amalgamation, Asset Sale, Dissolution or Liquidation. In the event of a
proposed merger or amalgamation of the Company with or into another corporation or a proposed sale
of all or substantially all of the assets of the Company, each outstanding option shall 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 or a parent or subsidiary of
the successor corporation refuses to assume or substitute for the option, or in the event of the
proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be
shortened by the Administrator by setting a new Exercise Date (the “New Exercise Date”),
which shall occur no later than immediately prior to the effective date of such proposed merger,
amalgamation, sale, dissolution or liquidation, as applicable. The Company shall notify each
Participant in writing, at least ten 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 New Exercise Date the Participant has withdrawn from the Offering Period as provided in
Section 10 hereof.




	 	 20.	 	Amendment or Termination.





     a. The Board may at any time and for any reason terminate or amend the Plan. Except as
provided in Section 19 hereof, no such termination shall affect options previously granted,
provided that an Offering Period may be terminated by the Board if the Board 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 hereof and this Section 20, no amendment may make
any change in any option theretofore granted which adversely affects the rights of any Participant
without the consent of such 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 obtain shareholder approval of any amendment in such a manner and to such
a degree as required.



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     b. Without shareholder consent and without regard to whether any Participant’s 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 Registered 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 Board determines that the ongoing operation of the Plan may result in
unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent
necessary or desirable, modify or amend the Plan to reduce or eliminate such financial accounting
consequences, including, but not limited to:




	 	(i)	 	altering the Purchase Price for any Offering Period including
an Offering Period underway at the time of the change in Purchase Price;
	 
	 	(ii)	 	shortening any Offering Period so that the Offering Period ends
on a new Exercise Date, including an Offering Period underway at the time of
the Administrator action; and
	 
	 	(iii)	 	allocating shares.





     Such modifications or amendments shall not require shareholder approval or the consent of any
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 specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     22. Conditions to Issuance of Shares.



     a. The Company shall not be required to issue or deliver to a Participant any certificate or
certificates for shares purchased upon the exercise of options prior to fulfillment of all the
following conditions:




	 	(i)	 	The admission of such shares to listing on all stock exchanges,
if any, on which the Registered Shares are then listed;
	 
	 	(ii)	 	The obtaining of any approval or other clearance from any state
or federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;




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	 	(iii)	 	Such Participant’s payment to the Company of all amounts which
it is required to withhold under federal, state or local law upon exercise of
the option; and
	 
	 	(iv)	 	The lapse of such reasonable period of time following the
exercise of the option as the Administrator may from time to time establish for
reasons of administrative convenience.





     b. The obligation of the Company to make a payment of Registered Shares or otherwise shall be
subject to all applicable laws, rules and regulations, and to such approvals by governmental
agencies as may be required. Notwithstanding any terms or conditions of any option to the
contrary, the Company shall be under no obligation to offer to sell or to sell and shall be
prohibited from offering to sell or selling any Registered Shares pursuant to an option unless such
Registered Shares have been properly registered for sale with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 or unless the Company has received an opinion of
counsel, satisfactory to the Company, that such Registered Shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and conditions of such
exemption have been fully complied with. The Company shall be under no obligation to register for
sale or resale under the Securities Act of 1933 any of the Registered Shares to be offered or sold
under the Plan or any Registered Shares issued upon exercise or settlement of options. If the
Registered Shares offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act of 1933, the Company may restrict the transfer
of such Registered Shares and may legend the share certificates representing such Registered Shares
in such manner as it deems advisable to ensure the availability of any such exemption.



     23. Term of Plan. The Plan shall become effective as of the Effective Date. The Plan
shall be deemed to be approved by the Company’s shareholders if it receives the affirmative vote of
the Company’s shareholders in accordance with the Bye-laws of the Company. Subject to approval by
the shareholders of the Company in accordance with this Section 23, the Plan shall be in effect
until the 10th anniversary of the date of the initial adoption of the Plan by the Board,
unless sooner terminated under Section 20 hereof. In the event the Company’s shareholders do not
approve this Plan pursuant to this Section 23, neither this Plan nor any elections made hereunder
shall be of any force or effect, any outstanding option shall be cancelled for no consideration,
and all amounts deducted from each Participant’s paycheck shall be repaid to such Participant as
soon as practicable without interest.



     24. Equal Rights and Privileges. All Eligible Employees of the Company (or of any
Subsidiary) will have equal rights and privileges under this Plan so that this Plan qualifies as an
“employee stock purchase plan” within the meaning of Section 423 of the Code. Any provision of
this Plan that is inconsistent with this requirement to provide equal rights and privileges will,
without further act or amendment by the Company, the Board or the Administrator, be reformed to
comply with the equal rights and privileges requirement of Section 423 of the Code.



     25. Section 409A. The options to purchase Registered Shares under the Plan are not
intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of
the Code. However, if at any time the Administrator determines that the options may be



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subject to Section 409A of the Code, the Administrator shall have the right, in its sole
discretion, to amend the Plan and any outstanding options as it may determine is necessary or
desirable either to exempt the options from the application of Section 409A of the Code or to cause
the options to comply with the requirements of Section 409A of the Code.




     26. No Employment Rights. Nothing in the Plan shall be construed to give any person
(including any Eligible Employee or Participant) the right to remain in the employ of the Company,
a Parent or a Subsidiary, or to affect the right of the Company, any Parent or any Subsidiary to
terminate the employment of any person (including any Eligible Employee or Participant) at any
time, with or without cause.



     27. Notice of Disposition of Shares; Transfer Restrictions. If required by the
Company, each Participant shall give prompt notice to the Company (at its local Human Resources
office), or cause a designated third-party share administrator to give prompt notice to the
Company, of any disposition or other transfer of any Registered Shares purchased upon exercise of
an option hereunder if such disposition or transfer is made either (a) within two years from the
Enrollment Date of the Offering Period in which the Registered Shares were purchased or (b) within
one year after the Exercise Date on which such Registered Shares were purchased. Such notice shall
specify the date of such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness, or other consideration, by the Participant in such
disposition or other transfer. Notwithstanding anything herein to the contrary, no Participant
shall be permitted to dispose of or transfer any Registered Shares purchased pursuant to an option
hereunder prior to the date that is 12 months following the date upon which such Registered Shares
were so purchased. The Administrator may provide, in its sole discretion, that the Registered
Shares purchased pursuant to an option hereunder shall be held in book entry form, rather than
delivered to the Participant, through the expiration of such 12-month period. If certificates
representing the Registered Shares are registered in the name of the Participant, the Administrator
may require that such certificates bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Registered Shares and that the Company retain physical
possession of the certificates.



     28. Governing Law. Subject to any applicable provisions of United States federal law
(including, without limitation, Section 423(b) of the Code), the validity and enforceability of
this Plan shall be governed by and construed in accordance with the laws of the State of New York,
without regard to otherwise governing principles of conflicts of law.




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