EXHIBIT
10.2 


QUANTUM CORPORATION


EMPLOYEE STOCK PURCHASE
PLAN 

(As Amended and Restated
September 9, 2014) 

     The following constitute the provisions
of the Employee Stock Purchase Plan (herein called the “Plan”) of Quantum
Corporation (herein called the “Company”). 

     1. Purpose. The purpose of
the Plan is to provide Employees of the Company and its Designated Subsidiaries
with an opportunity to purchase Common Stock of the Company through accumulated
payroll deductions or other contributions. It is the intention of the Company to
have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of
the Code, although the Company makes no undertaking or representation to
maintain such qualification. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. In addition, this Plan document
authorizes the purchase of Common Stock under a Non-423(b) Component, pursuant
to rules, procedures or sub-plans adopted by the Board or a committee appointed
by the Board and designed to achieve tax, securities law or other
objectives.

     2. Definitions. 

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

          (b)
“Code” shall mean the Internal Revenue Code of 1986, as
amended. Any reference to a section of the Code herein will be a reference to
any successor or amended section of the Code. 

          (c)
“Code Section 423(b)
Plan” shall mean an employee
stock purchase plan which is designed to meet the requirements set forth in
Section 423(b) of the Code, as amended. The provisions of the Code Section
423(b) Plan should be construed, administered and enforced in accordance with
Section 423(b) of the Code. 

          (d)
“Common Stock” shall mean the common stock of the Company.


          (e)
“Company” shall mean Quantum Corporation, a Delaware
corporation. 

          (f)
“Compensation” shall mean all regular straight time earnings,
payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses and commissions (except to the extent that the exclusion of
any such items for all participants is specifically directed by the Board or a
committee appointed by the Board). The Board or a committee appointed by the
Board shall have the power and discretion to (i) change the definition of
Compensation for future Offering Periods, and (ii) determine what constitutes
Compensation for Employees outside of the United States. 

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          (g) “Continuous Status as an
Employee” shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of: (i) a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than three (3) months or re-employment upon the expiration of
such leave is guaranteed by contract or statute; or (ii) notification by the
Company of termination under a reduction-in-force. Termination of participation
in the Plan in the case of a reduction-in-force shall be considered to have
occurred upon the earlier of (x) the end of the employee’s continuation period,
or (y) the first (1st) day after the three (3) month period
immediately following the cessation of his or her employment services with the
Company, provided, in each case, that he or she will not be entitled to
participate in any Offering Period for which the Enrollment Date occurs after
the cessation of his or her employment services with the Company. 

          (h)
“Designated Subsidiaries” shall mean the Subsidiaries which have been designated by
the Board or a committee appointed by the Board from time to time in its sole
discretion as eligible to participate in the Plan.

          (i)
“Employee”
shall mean any person, including an officer, who is employed by the Company or
one of its Designated Subsidiaries. The Board or a committee appointed by the
Board, in its discretion, from time to time may, prior to an Enrollment Date for
all options to be granted on such Enrollment Date, determine (on a uniform and
nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section
1.423-2(f)) that the definition of Employee under the Plan or with respect to
an Offering will or will not include an individual if he or she: (i) has not
completed at least two (2) years of service since his or her last hire date (or
such lesser period of time as may be determined by the Board or a committee
appointed by the Board in its discretion), (ii) customarily works not more than
twenty (20) hours per week or not more than five (5) months per calendar year
(or such lesser period of time as may be determined by the Board or a committee
appointed by the Board in its discretion), or (iii) is a highly compensated
employee under Section 414(q) of the Code.

          (j)
“Enrollment Date” shall mean the first Trading Day on or after every February 6 and
August 6 of each year. 

          (k)
“Exercise Date” shall mean the date approximately six months after the Enrollment Date
of an Offering Period and shall be one Trading Day prior to an Enrollment Date
of the immediately following Offering Period.

          (l)
“Fair Market Value” shall mean, as of any date, the closing sales price of the Common Stock
(or the closing bid, if no sales were reported) as quoted on the stock exchange
with the greatest volume of trading in Common Stock on the last market trading
day prior to the date of determination, as reported in The Wall Street Journal or
such other source as the Board or a committee appointed by the Board deems
reliable. 

          (m)
“New Exercise Date” shall mean a new Exercise Date if the Board or a committee appointed by
the Board shortens any Offering Period then in progress. 

          (n)
“Non-423(b) Component” shall mean the grant of an option under the Plan which is
not intended to meet the requirements set forth in Section 423(b) of the Code,
as amended. 

          (o)
“Offering”
shall mean an offer of an option under the Plan that may be exercised during an
Offering Period. For purposes of the Plan, the Board or a committee appointed by
the Board may designate separate Offerings under the Plan in which Employees of
one or more employers will participate, even if
the dates of the applicable Offering Periods of each such Offering are identical
and the provisions of the Plan will apply separately to each Offering. To the
extent permitted by Treasury Regulations Section 1.432-2(a)(1), the terms of
each Offering need not be identical provided that the terms of the Plan and an
Offering together satisfy Treasury Regulation Sections 1.423-2(a)(2) and
(a)(3).

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          (p) “Offering
Period” shall mean a period commencing on an
Enrollment Date and ending on the Exercise Date, approximately six (6) months
later, or as otherwise set forth in Section 4 hereof. 

          (q)
“Parent”
shall mean a “parent corporation,” whether now or hereafter existing, as defined
in Section 424(e) of the Code. 

          (r)
“Plan”
shall mean this Employee Stock Purchase Plan, which includes a Code Section
423(b) Plan and a Non-423(b) Component. 

          (s)
“Purchase Price” shall have the meaning as set forth in Section 7(b). 

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

          (u)
“Trading Day” shall mean a day on which the New York Stock Exchange is open for
trading. 

    
3. Eligibility 

          (a) Any
Employee (as defined in Section 2) who shall be employed by the Company or one
of its Designated Subsidiaries on the date his or her participation in the Plan
is effective shall be eligible to participate in the Plan, unless the Company,
in its discretion, decides that such participation would infringe any U.S. or
foreign law, rules or regulations. 

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

          (c) No
employee of the Company or a Designated Subsidiary shall be eligible to
participate in the Non-423(b) Component of the Plan if he or she is an officer
or director of the Company subject to the requirements of Section 16 of the U.S.
Securities Exchange Act of 1934, as amended (the “Act”). 

          (d)
Employees who are citizens or residents of a non-U.S. jurisdiction (without
regard to whether they also are citizens or residents of the U.S. or resident
aliens of the U.S. (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 Code
Section 423. In the case of the Non-423 Component, Employees may be excluded
from participation in the Plan or an Offering if the Board or a committee
appointed by the Board has determined that participation of such Employees is
not advisable or practicable. 

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     4.
Offering Dates. The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on an Enrollment Date, and shall continue
thereafter until terminated in accordance with Section 19 hereof. The Board or a
committee appointed by the Board shall have the power to change the duration of
Offering Periods with respect to future Offerings. In no event shall the
duration of an Offering Period exceed nine (9) months. Notwithstanding the
foregoing, no offers hereunder shall be made until compliance with all
applicable securities law has been obtained. 

    
5. Participation. 

          (a) An
eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form and manner
determined by the Company in its discretion from time to time. The Company, in
its discretion, may decide that all participants in a specified Offering may
submit contributions to the Plan by means other than payroll deductions.


          (b) Payroll
deductions to the Plan for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll date in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10. If participants are
permitted or required to contribute to the Plan by other means, the Company, in
its discretion, will determine the procedure for providing the contributions
prior to the Exercise Date. 

    
6. Payroll
Deductions/Contributions. 

          (a) At the
time a participant files his or her subscription agreement, he or she shall
elect to contribute to the Plan (in the form of payroll deductions or otherwise)
on each payday during the Offering Period at a rate not exceeding ten percent
(10%) of the Compensation which he or she received on such payday, and the
aggregate of such payroll deductions pursuant to the Plan during the Offering
Period shall not exceed ten percent (10%) of his or her aggregate Compensation
during said Offering Period. A participant’s subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.

          (b) All
contributions made for a participant shall be credited to his or her account
under the Plan.

          (c) A
participant may discontinue participation in the Plan as provided in Section 10,
or may change the rate of payroll deductions or other contributions by
submitting written notice to the Company in the form and manner prescribed by
the Board or a committee appointed by the Board (or its designee) authorizing a
change in the participant’s payroll deduction or contribution rate. The change
rate shall be effective (i) in the case of a decrease in rate, with the first
payroll period following the Company’s receipt of the notice of rate change, and
(ii) in the case of an increase in rate at the beginning of the next Offering
Period following the Company’s receipt of the notice of rate change. If a
participant has not followed the procedures prescribed by the Board or a
committee appointed by the Board (or its designee) to change the rate of payroll
deductions or other contributions, the rate of his or her payroll deductions or
other contributions will continue at the originally elected rate throughout the
Offering Period and future Offering Periods (unless terminated as provided in
Section 10). The Board or a committee appointed by the Board may, in its sole discretion, limit the nature and/or number of
payroll deduction or contribution rate changes that may be made by participants
during any Offering Period.

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     7.
Grant of Option. 

          (a) On the
Enrollment Date of each Offering Period, each eligible Employee participating in
such Offering Period shall be granted an option to purchase on the Exercise Date
during such Offering Period up to a number of shares of the Company’s Common
Stock determined by dividing such Employee’s contributions to the Plan
accumulated during the Offering Period ending on such Exercise Date by the lower
of (i) eighty-five percent (85%) of the Fair Market Value of a share of the
Company’s Common Stock on the Enrollment Date, or (ii) eighty-five (85%) of the
Fair Market Value of a share of the Company’s Common Stock on the Exercise Date;
provided that in no event shall an Employee be permitted to purchase in one
calendar year more than a number of shares determined by dividing US$25,000 by
the Fair Market Value of a share of the Company’s Common Stock (determined at
the time such option is granted), and provided further that such purchase shall
be subject to the limitations set forth in Sections 3(b) and 12 hereof. The
option shall be automatically exercised on the Exercise Date during the Offering
Period, unless the participant has withdrawn pursuant to Section 10, and shall
expire on the last day of the Offering Period.

          (b) The
purchase price per share of the shares offered in a given Offering Period shall
be the lower of: (i) 85% of the Fair Market Value of a share of the Common Stock
of the Company on the Enrollment Date; or (ii) 85% of the Fair Market Value of a
share of the Common Stock of the Company on the Exercise Date (such price, the
“Purchase Price”).

          (c)
Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) herein, a participant’s contributions may
be decreased to 0% at such time during any Offering Period which is scheduled to
end during the current calendar year that the aggregate of all contributions
accumulated with respect to such Offering Period and any other Offering Period
ending within the same calendar year equal $21,250. Contributions shall
recommence at the rate provided in such participant’s subscription scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10. 

          (d) If the
Board or a committee appointed by the Board determines, in its sole discretion,
that the exercise of an option or the disposition of Common Stock issued under
the Plan will result in tax liability for which the Company or a Designated
Subsidiary will have an obligation to withhold, the participant must make
adequate provision for the payment of such federal, state, local and foreign
income, social insurance, employment and any other applicable taxes. At any
time, the Company or the Designated Subsidiary may, but will not be obligated
to, withhold from the participant’s compensation the amount necessary for the
Company or the Designated Subsidiary to meet applicable withholding obligations,
including any withholding required to make available to the Company or the
Designated Subsidiary any tax deductions or benefits attributable to the sale or
early disposition of Common Stock by the eligible Employee. 

    
8. Exercise of Option. The participant’s option for the purchase of shares will be
exercised automatically on each Exercise Date of each Offering Period and the
maximum number of full shares subject to the option will be purchased for such
participant at the applicable Purchase Price with the accumulated payroll
deductions or other contributions in his or her account unless prior to such
Exercise Date the participant has withdrawn from the Offering Period as provided
in Section 10 or unless any of the limitations under Sections 3, 7 or 12 would
be exceeded. During a participant’s lifetime, a participant’s option to purchase
shares hereunder is exercisable only by the participant. No fractional shares
shall be purchased; any payroll deductions or
other contributions accumulated in a participant’s account which are not
sufficient to purchase a full share, or which would cause the limitations under
Sections 3, 7 or 12 hereof to be exceeded, shall be returned to the participant
after the Exercise Date. 

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     9.
Delivery.
As promptly as practicable after each Exercise Date, the Company shall arrange
the delivery to each participant, as appropriate, the shares of Common Stock
purchased upon exercise of the option. The Company may permit or require that
shares be deposited directly with a broker designated by the Company or to a
designated agent of the Company, and the Company may utilize electronic or
automated methods of share transfer. The Company may require that shares be
retained with such broker or agent for a designated period of time and/or may
establish other procedures to permit tracking of disqualifying dispositions of
such shares. No participant will have any voting, dividend, or other stockholder
rights with respect to shares of Common Stock subject to any option granted
under the Plan until such shares have been purchased and delivered to the
participant as provided in this Section 9. 

    
10. Withdrawal; Termination of
Employment. 

          (a) A
participant may withdraw all but not less than all the contributions credited to
his or her account under the Plan at any time prior to the end of the Offering
Period by giving written notice to the Company in the form and manner prescribed
by the Board or a committee appointed by the Board for such purpose. All of the
participant’s contributions credited to his or her account will be paid to him
or her promptly after receipt of his or her notice of withdrawal and his or her
option for the current Offering Period will be automatically terminated, and no
further contributions for the purchase of shares will be made during the
Offering Period. If a participant withdraws from an Offering Period,
contributions may not resume at the beginning of the succeeding Offering Period
unless the participant delivers to the Company a new subscription agreement.


          (b) Upon
termination of the participant’s employment prior to the end of the Offering
Period for any reason, including retirement or death, the contributions credited
to his or her account will be returned to him or her or, in the case of his or
her death, to the person or persons entitled thereto under Section 14, and his
or her option will be automatically terminated; provided that if an Employee
shall take a leave of absence approved by the Company in accordance with Section
2(g) of this Plan during an Offering Period in which the Employee is a
participant, the participant will be deemed to have his or her contributions
reduced to 0% during such leave of absence, but he or she shall continue to be a
participant in the applicable Offering Period and upon his or her return to
employment with the Company shall be eligible to participate fully in any
remaining portion of the applicable Offering Period. If the participant fails to
return to employment with the Company at the end of such authorized leave of
absence, or if his or her employment is otherwise terminated earlier, he or she
shall be deemed to have withdrawn from participation in the Plan. 

          (c) A
participant’s withdrawal from an Offering Period will 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. 

          (d) A
participant whose employment transfers between entities through a termination
with an immediate rehire (with no break in service) by the Company or a
Designated Subsidiary will not be treated as terminated under the Plan; however,
if a participant transfers from an Offering under the 423 Component to the
Non-423 Component, the exercise of the option will be qualified under the 423
Component only to the extent it complies with Code Section 423. 

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     11.
Interest.
No interest shall accrue on the contributions of a participant in the Plan,
unless required by applicable law, as determined by the Company, and if so
required by the laws of a particular jurisdiction, will apply to all
participants in the relevant Offering under the 423 Component, except to the
extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).


    
12. Stock. 

          (a) The
maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 26,234,637, subject to adjustment
upon changes in capitalization of the Company as provided in Section 18. In
addition, in no event shall more than 2,000,000 shares of the Company’s Common
Stock (subject to adjustment upon changes in capitalization of the Company as
provided in Section 18) be made available for sale under the Plan in any one
Offering Period. Furthermore, the Company, in its discretion, may decide to
impose a limit on the number of shares of the Company’s Common Stock that each
participant may purchase during any one Offering Period. If the total number of
shares which would otherwise be subject to options granted pursuant to Section
7(a) hereof at the beginning of an Offering Period exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding) or the 2,000,000 share limit for
any Offering Period, the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of contributions, if necessary. 

          (b) Until
the shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), a participant
will only have the rights of an unsecured creditor with respect to such shares,
and no right to vote or receive dividends or any other rights as a stockholder
will exist with respect to such shares. 

          (c) Shares
to be delivered to a participant under the Plan will be registered in the name
of the participant or in the name of the participant and his or her spouse, or
as otherwise directed by the participant. 

    
13. Administration. The Plan shall be administered by the Board or a committee
appointed by the Board. The Board or a committee appointed by the Board will
have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to designate separate Offerings under the Plan, to
determine eligibility, to adjudicate all disputed claims filed under the Plan
and to establish such procedures that it deems necessary for the administration
of the Plan (including, without limitation, to adopt such procedures and
sub-plans as are necessary or appropriate to permit the participation in the
Plan by employees who are foreign nationals or employed outside the U.S., the
terms of which sub-plans may take precedence over other provisions of this Plan,
with the exception of Section 12(a), but unless otherwise superseded by the
terms of such sub-plan, the provisions of this Plan shall govern the operation
of such sub-plan). Unless otherwise determined by the Board or a committee
appointed by the Board, the Employees eligible to participate in each sub-plan
will participate in a separate Offering. Without limiting the generality of the
foregoing, the Board or a committee appointed by the Board is specifically
authorized (in its discretion) to adopt rules and procedures regarding
eligibility to participate, the form and manner for making elections under the
Plan, the definition of Compensation, handling of Contributions, making of
Contributions to the Plan (including, without limitation, in forms other than
payroll deductions), establishment of bank or trust accounts to hold
Contributions, payment of interest (if any), conversion of local currency,
obligations to pay payroll tax, determination of beneficiary designation
requirements and withholding procedures and handling of stock certificates that
vary with applicable local requirements. The Board of a committee appointed by
the Board also is authorized to determine that, to the extent permitted by U.S.
Treasury Regulation Section 1.423-2(f), the terms of an option granted under
the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will
be less favorable than the terms of options granted under the Plan or the same
Offering to employees resident solely in the U.S. Every finding, decision,
interpretation and determination made by the Board of a committee appointed by
the Board will, to the full extent permitted by law, be final and binding upon
all parties.

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     14.
Designation of Beneficiary. 

          (a)
Unless otherwise determined by the Company, a participant may file 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 the end of the Offering Period but prior to delivery to him
or her of such shares and cash. In addition, unless otherwise determined by the
Company, a participant may file a written designation of a beneficiary who is to
receive any cash from the participant’s account under the Plan in the event of
such participant’s death prior to the end of the Offering Period. 

          (b)
Unless otherwise determined by the Company, such designation of beneficiary may
be changed by the participant at any time by written notice to the Company in
the form and manner prescribed by the Board or a committee appointed by the
Board for such purpose. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant’s death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate or determine to be the appropriate
recipients of the shares and/or cash under applicable law. 

          (c)
All beneficiary designations will be in such form and manner as the Board or a
committee appointed by the Board may prescribe from time to time. 

     15. Transferability. Neither contributions
credited to a participant’s account nor any rights with regard to the exercise
of an option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 14 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 10. 

     16. Use of Funds. All contributions
received or held by the Company under the Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such
contributions, except under Offerings or for participants in the Non-423
Component for which applicable laws require that contributions to the Plan by
participants be segregated from the Company’s general corporate funds and/or
deposited with an independent third party. Until shares of Common Stock are
issued, participants will only have the rights of an unsecured 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 Employees at least annually as promptly as practically feasible
following an Exercise Date, which statements will set forth the amounts of
contributions, the per share Purchase Price, the number of shares purchased and
the remaining cash balance, if any. 

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     18.
Adjustments Upon Changes in
Capitalization. In the event that any
dividend or other distribution (whether in the form of cash, shares of 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 shares of Common Stock or other
securities of the Company, or other change in the corporate structure of the
Company that affects the shares of Common Stock, then the Board or a committee
appointed by the Board shall, in such manner as it may deem equitable, adjust
the number and class of shares of Common Stock (or other securities, property or
cash) that may be delivered under the Plan, and the number, class, and price of
shares of Common Stock subject to any option under the Plan which has not yet
been exercised, as determined by the Board or a committee appointed by the Board
(in its sole discretion) to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

     19. Amendment or Termination. 

          (a)
The Board may at any time and for any reason terminate or amend the Plan. Except
as provided in Section 18 hereof, no such termination can affect options
previously granted, provided that an Offering Period may be terminated by the
Board or a committee appointed by the Board on an Exercise Date if the Board or
its committee, as applicable, 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 18 and this Section 19 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 obtain shareholder
approval in such a manner and to such a degree as required. 

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

          (c) In
the event the Board or a committee appointed by the Board determines that the
ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Board or a committee appointed by the Board may, in its
discretion and, to the extent necessary or desirable, modify, amend or terminate
the Plan to reduce or eliminate such accounting consequence including, but not
limited to: 

               (i) amending the Plan to conform
with the safe harbor definition under the Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (or any successor thereto),
including with respect to an Offering Period underway at the time; 

               (ii) altering the Purchase Price
for any Offering Period including an Offering Period underway at the time of the
change in Purchase Price; 

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               (iii) shortening any Offering Period
by setting a New Exercise Date, including an Offering Period underway at the
time of the action by the Board or a committee appointed by the Board;


               (iv) reducing the maximum
percentage of Compensation a Participant may elect to set aside as payroll
deductions or other contributions; and 

               (v) reducing the maximum number of
shares of Common Stock a Participant may purchase during any Offering Period.


     Such modifications or amendments
shall not require stockholder approval or the consent of any Plan participants.


     20. Notices. All notices or other
communications by a participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form specified
by the Company at the location, or by the person, designated by the Company for
the receipt thereof. 

     21. Stockholder Approval. If required by
Section 19, any amendment to the Plan shall be subject to approval by the
stockholders of the Company within twelve months before or after the date such
amendment is adopted. If such stockholder approval is obtained at a duly held
stockholders’ meeting, it may be obtained by the affirmative vote of the holders
of a majority of the outstanding shares of the Company present or represented
and entitled to vote thereon, which approval shall be: 

          (a)
solicited substantially in accordance with Section 14(a) of the Act and the
rules and regulations promulgated thereunder, or solicited after the Company
has furnished in writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Act at the time such
information is furnished; and 

          (b)
obtained at or prior to the first annual meeting of stockholders held subsequent
to the later of (i) the first registration of Common Stock under Section 12 of
the Act, or (ii) the acquisition of an equity security for which exemption is
claimed. 

          In the
case of approval by written consent, it must be obtained in accordance with
applicable state law. 

     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 U.S. Securities Act of 1933, as amended, the Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such
compliance.

     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 the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law. 

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     23.
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, and shall terminate immediately prior to the consummation
of such proposed dissolution or liquidation, unless provided otherwise by the
Board or a committee appointed by the Board. The New Exercise Date shall be
before the date of the Company’s proposed dissolution or liquidation. The Board
or a committee appointed by the Board 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 10 hereof. 

     24. Merger or Asset Sale. In the event of
a merger of the Company with or into another corporation or the sale of
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 refuses to assume or substitute for the option, the
Offering Period then in progress shall be shortened by setting a New Exercise
Date and such Offering Period shall end on the New Exercise Date. The New
Exercise Date shall be before the date of the Company’s proposed merger or asset
sale. The Board or a committee appointed by the Board 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 10
hereof. 

     25. Code Section 409A. The Code Section
423(b) Plan is exempt from the application of Section 409A of the Code. The
Non-423(b) Component is intended to be exempt from Section 409A of the Code
under the short-term deferral exception and any ambiguities shall be construed
and interpreted in accordance with such intent. In the case of a participant who
would otherwise be subject to Section 409A of the Code, to the extent an option
to purchase shares of Common Stock or the payment, settlement or deferral
thereof is subject to Section 409A of the Code, the option to purchase shares of
Common Stock shall be granted, paid, exercised, settled or deferred in a manner
that will comply with Section 409A of the Code, including the final regulations
and other guidance issued with respect thereto, except as otherwise determined
by the Board or a committee appointed by the Board. Notwithstanding the
foregoing, the Company shall have no liability to a participant or any other
party if the option to purchase Common Stock under the Plan that is intended to
be exempt from or compliant with Section 409A of the Code is not so exempt or
compliant or for any action taken by the Board or a committee appointed by the
Board with respect thereto. 

     26. No Right to Employment. Participation
in the Plan by a participant will not be construed as giving a participant the
right to be retained as an employee of the Company or a Subsidiary, as
applicable. Further, the Company or a Subsidiary may dismiss a participant from
employment at any time, free from any liability or any claim under the Plan.



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     27. Severability. If any provision of the
Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any
reason in any jurisdiction or as to any participant, such invalidity, illegality
or unenforceability will not affect the remaining parts of the Plan, and the
Plan will be construed and enforced as to such jurisdiction or participant as if
the invalid, illegal or unenforceable provision had not been included.


     28. Compliance with Applicable Laws. The
terms of this Plan are intended to comply with all applicable laws and will be
construed accordingly. 

     29.
Governing Law. Except to the extent that provisions of this Plan are governed by
applicable provisions of the Code or any other substantive provision of federal
law, this Plan shall be construed in accordance with, and shall be governed by,
the substantive laws of the State of California without regard to any provisions
of California law relating to the conflict of laws. 

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