exv4w2






Exhibit 4.2




FURNITURE BRANDS INTERNATIONAL, INC.

2010 EMPLOYEE STOCK PURCHASE PLAN






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	DEFINITIONS
	 	 	4	 
	2.

	 	SHARES SUBJECT TO THE PLAN
	 	 	5	 
	3.

	 	ADMINISTRATION
	 	 	5	 
	4.

	 	INTERPRETTION
	 	 	5	 
	5.

	 	ELIGIBLE EMPLOYEES
	 	 	5	 
	6.

	 	PARTICIPATION IN THE PLAN
	 	 	5	 
	7.

	 	OFFERINGS
	 	 	6	 
	8.

	 	OFFERING PERIODS AND PURCHASE PERIODS
	 	 	6	 
	9.

	 	RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE
	 	 	6	 
	10.

	 	TIMING OF PURCHASE
	 	 	6	 
	11.

	 	PURCHASE LIMITATION
	 	 	6	 
	12.

	 	ISSUANCE OF STOCK CERTIFICTES	 	 	 	 
	 

	 	AND SALE OF PLAN SHARES
	 	 	7	 
	13.

	 	WITHHOLDING OF TAXES
	 	 	7	 
	14.

	 	ACCOUNT STATEMENTS
	 	 	7	 
	15.

	 	PARTICIPATION ADJUSTMENT
	 	 	7	 
	16.

	 	CHANGES IN ELECTIONS TO PURCHASE
	 	 	8	 
	 

	 	a. Ceasing Payroll Deductions or Periodic Payments
	 	 	8	 
	 

	 	b. Decreasing Payroll Deductions During a Purchase Period
	 	 	8	 
	 

	 	c. Modifying Payroll Deductions or Periodic Payments
at the Start of an Offering Period
	 	 	8	 
	17.

	 	VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE
	 	 	8	 
	18.

	 	RETIREMENT OF SEVERANCE
	 	 	8	 
	19.

	 	LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY
	 	 	9	 
	20.

	 	DEATH
	 	 	10	 
	21.

	 	FAILURE TO MAKE PERIODIC CASH PAYMENTS
	 	 	10	 
	22.

	 	TERMINATION OF PARTICIPATION
	 	 	10	 
	23.

	 	ASSIGNMENT
	 	 	10	 
	24.

	 	APPLICATION OF FUNDS
	 	 	11	 
	25.

	 	NO RIGHT TO CONTINUED EMPLOYMENT
	 	 	11	 
	26.

	 	AMENDMENT OF PLAN
	 	 	11	 






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	 	 	 	 	Page
	27.

	 	TERM AND TERMINATION OF THE PLAN
	 	 	11	 
	28.

	 	EFFECT OF CHANGES IN CAPITALIZATION
	 	 	11	 
	 

	 	a. Changes in Stock
	 	 	11	 
	 

	 	b. Reorganization in Which the Company Is
the Surviving Corporation
	 	 	12	 
	 

	 	c. Reorganization in Which the Company Is Not
the Surviving Corporation, Sale of Assets or Stock,
and other Corporate Transactions
	 	 	12	 
	 

	 	d.Adjustments
	 	 	12	 
	 

	 	e.No Limitations on Company
	 	 	13	 
	29.

	 	GOVERNMENTAL REGULATION
	 	 	13	 
	30.

	 	STOCKHOLDER RIGHTS
	 	 	13	 
	31.

	 	RULE 16B-3
	 	 	13	 
	32.

	 	PAYMENT OF PLAN EXPENSES
	 	 	13	 






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FURNITURE BRANDS INTERNATIONAL, INC.

2010 EMPLOYEE STOCK PURCHASE PLAN




     The Board of Directors of the Company has adopted this 2010 Employee Stock Purchase Plan to
enable eligible employees of the Company and its Participating Affiliates, through payroll
deductions or other cash contributions, to purchase shares of the Company’s Common Stock. The Plan
is for the benefit of the employees of the Company and any Participating Affiliates. The Plan is
intended to benefit the Company by increasing the employees’ interest in the Company’s growth and
success and encouraging employees to remain in the employ of the Company or its participating
Affiliates. The provisions of the Plan are set forth below:




	1.	 	DEFINITIONS
	 
	1.1	 	“Board” means the Board of Directors of the Company.
	 
	1.2	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.3	 	“Committee” means a committee of, and designated from time to time by resolution of, the
Board.
	 
	1.4.	 	“Common Stock” means the Company’s common stock, no par value.
	 
	1.5	 	“Company” means Furniture Brands International, Inc.
	 
	1.6	 	“Effective Date” means February 26, 2010, the date the Plan is approved by the Board.
	 
	1.7	 	“Fair Market Value” means the value of each share of Common Stock subject to the Plan on a
given date determined as follows: if on such date the shares of Common Stock are listed on an
established national or regional stock exchange, or are publicly traded on an established
securities market, the fair market value of the shares of Common Stock shall be the closing
price of the shares of Common Stock on such exchange or in such market (the exchange or market
selected by the Board if there is more than one such exchange or market) on such date or, if
such date is not a trading day, on the trading day immediately preceding such date (or if
there is no such reported closing price, the fair market value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on such trading
day) or, if no sale of the shares of Common Stock is reported for such trading day, on the
next preceding day on which any sale shall have been reported. If the shares of Common Stock
are not listed on such an exchange, quoted on such System or traded on such a market, fair
market value shall be determined by the Board in good faith.
	 
	1.8	 	“Offering Period” means the period determined by the Committee pursuant to Section 8 during
which payroll deductions or other cash payments are accumulated for the purpose of purchasing
Common Stock under the Plan.
	 
	1.9	 	“Participating Affiliate” means any company or other trade or business that is a subsidiary
of the Company (determined in accordance with the principles of Sections 424(e) and (f) of the
Code and the regulations thereunder).
	 
	1.10	 	“Plan” means the Furniture Brands International, Inc. 2010 Employee Stock Purchase Plan.




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	1.11	 	“Purchase Period” means the period designated by the Committee on the last trading day of
which purchases of Common Stock are made under the Plan.
	 
	1.12	 	“Purchase Price” means the purchase price of each share of Common Stock purchased under the
Plan.
	 
	2.	 	SHARES SUBJECT TO THE PLAN.





     Subject to adjustment as provided in Section 28 below, the aggregate number of shares of
Common Stock that may be made available for purchase by participating employees under the Plan is
one million five hundred thousand (1,500,000) shares. The shares issuable under the Plan may, in
the discretion of the Board, be authorized but unissued shares, treasury shares, or shares
purchased on the open market.




	3.	 	ADMINISTRATION.





     The Plan shall be administered under the direction of the Committee. No member of the Board
or the Committee shall be liable for any action or determination made in good faith with respect to
the Plan.




	4.	 	INTERPRETATION.





     It is intended that the Plan will meet the requirements for an “employee stock purchase plan”
under Section 423 of the Code, and it is to be so applied and interpreted. Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the Plan, to prescribe,
amend and rescind rules relating to it, and to make all other determinations necessary or advisable
in administering the Plan, all of which determinations will be final and binding upon all persons.




	5.	 	ELIGIBLE EMPLOYEES.





     Any employee of the Company or any of its Participating Affiliates may participate in the
Plan, except the following, who are ineligible to participate: (a) an employee whose customary
employment is less than 20 hours per week; and (b) an employee who, after exercising his or her
rights to purchase shares under the Plan, would own shares of Common Stock (including shares that
may be acquired under any outstanding options) representing five percent or more of the total
combined voting power of all classes of stock of the Company. The Board may at any time in its
sole discretion, if it deems it advisable to do so, terminate the participation of the employees of
a particular Participating Affiliate.




	6.	 	PARTICIPATION IN THE PLAN.





     An eligible employee may become a participating employee in the Plan by completing an election
to participate in the Plan on a form provided by the Company and submitting that form to the
Payroll Department of the Company. The form will authorize: (i) payment of the Purchase Price by
payroll deductions, and if authorized by the Committee, payment of the Purchase Price by means of
periodic cash payments from participating employees, and (ii) the purchase of shares of Common
Stock for the employee’s account in accordance with the terms of the Plan. Enrollment will become
effective upon the first day of an Offering Period.




	7.	 	OFFERINGS.




5









 











     At the time an eligible employee submits his or her election to participate in the Plan (as
provided in Section 6 above), the employee shall elect to have deductions made from his or her pay
on each pay day following his or her enrollment in the Plan, and for as long as he or she shall
participate in the Plan. The deductions will be credited to the participating employee’s account
under the Plan. Pursuant to Section 6 above, the Committee shall also have the authority to
authorize in the election form the payment for shares of Common Stock through cash payments from
participating employees. An employee may not during any Offering Period change his or her
percentage of payroll deduction for that Offering Period, nor may an employee withdraw any
contributed funds, other than in accordance with Section 16 through 22 below.




	8.	 	OFFERING PERIODS AND PURCHASE PERIODS.





     The Offering Periods and Purchase Periods shall be determined by the Committee. The first
Offering Period under the Plan shall commence on the date determined by the Committee. Each
Offering Period shall consist of one or more Purchase Periods, as determined by the Committee.




	9.	 	RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.





     Rights to purchase shares of Common Stock will be deemed granted to participating employees as
of the first trading day of each Offering Period. The Purchase Price of each share of Common Stock
shall be determined by the Committee; provided, however, that the Purchase Price
shall not be less than the lesser of 85 percent of the Fair Market Value of the Common Stock (i) on
the first trading day of the Offering Period or (ii) on the last trading day of the Purchase
Period; provided, further, that in no event shall the Purchase Price be less than
the par value of the Common Stock.




	10.	 	TIMING OF PURCHASE





     Unless a participating employee has given prior written notice terminating such employee’s
participation in the Plan, or the employee’s participation in the Plan has otherwise been
terminated as provided in Sections 17 through 22 below, such employee will be deemed to have
exercised automatically his or her right to purchase Common Stock on the last trading day of the
Purchase Period (except as provided in Section 16 below) for the number of shares of Common Stock
which the accumulated funds in the employee’s account at that time will purchase at the Purchase
Price, subject to the participation adjustment provided for in Section 15 below and subject to
adjustment under Section 28 below.




	11.	 	PURCHASE LIMITATION





     Notwithstanding any other provision of the Plan, no employee may purchase in any Offering
Period or in any one calendar year under the Plan and all other “employee stock purchase plans” of
the Company and its Participating Affiliates shares of Common Stock having an aggregate Fair Market
Value in excess of $25,000, determined as of the first trading date of the Offering Period as to
shares purchased during such period; provided, further, that the Committee may in
its discretion, prior to the start of an Offering Period, set a limit on the number or value of
shares of Common Stock an employee may purchase during the Offering Period. Effective upon the
last trading day of the Purchase Period, a participating employee will become a stockholder with
respect to the shares purchased during such period, and will thereupon have all dividend, voting
and other ownership rights incident thereto except as otherwise provided in Section 12
below. Notwithstanding the foregoing, no shares shall be sold pursuant to the Plan unless the Plan
is approved by the Company’s stockholders in accordance with Section 27 below.



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	12.	 	ISSUANCE OF STOCK CERTIFICATES AND SALE OF PLAN SHARES.





     On the last trading day of the Purchase Period, a participating employee will be credited with
the number of shares of Common Stock purchased for his or her account under the Plan during such
Purchase Period. Shares purchased under the Plan will be held in the custody of an agent (the
“Agent”) appointed by the Board of Directors. The Agent may hold the shares purchased under the
Plan in stock certificates in nominee names and may commingle shares held in its custody in a
single account or stock certificate without identification as to individual participating
employees. The Committee shall have the right to require any or all of the following with respect
to shares of Common Stock purchased under the Plan:



          (i) that a participating employee may not request that all or part of the shares of Common
Stock be reissued in the employee’s own name and the stock certificates delivered to the employee
until two years (or such shorter period of time as the Committee may designate) have elapsed since
the first day of the Offering Period in which the shares were purchased and one year has elapsed
since the day the shares were purchased (the “Holding Period”);




          (ii) that all sales of shares during the Holding Period applicable to such shares be performed
through a licensed broker acceptable to the Company; and




          (iii) that participating employees abstain from selling or otherwise transferring shares of
Common Stock purchased pursuant to the Plan for a period lasting up to two years from the date the
shares were purchased pursuant to the Plan.





	13.	 	WITHHOLDING OF TAXES.





     To the extent that a participating employee realizes ordinary income in connection with a sale
or other transfer of any shares of Common Stock purchased under the Plan, the Company may withhold
amounts needed to cover such taxes from any payments otherwise due and owing to the participating
employee or from shares that would otherwise be issued to the participating employee hereunder.
Any participating employee who sells or otherwise transfers shares purchased under the Plan within
two years after the beginning of the Offering Period in which the shares were purchased must within
30 days of such transfer notify the Payroll Department of the Company in writing of such transfer.




	14.	 	ACCOUNT STATEMENTS.





     The Company will cause the Agent to deliver to each participating employee a statement for
each Purchase Period during which the employee purchases Common Stock under the Plan, reflecting
the amount of payroll deductions during the Purchase Period, the number of shares purchased for the
employee’s account, the price per share of the shares purchased for the employee’s account and the
number of shares held for the employee’s account at the end of the Purchase Period.



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	15.	 	PARTICIPATION ADJUSTMENT.





     If in any Purchase Period the number of unsold shares that may be made available for purchase
under the Plan pursuant to Section 1 above is insufficient to permit exercise of all rights deemed
exercised by all participating employees pursuant to Section 10 above, a participation adjustment
will be made, and the number of shares purchasable by all participating employees will be reduced
proportionately. Any funds then remaining in a participating employee’s account after such
exercise will be refunded to the employee.




	16.	 	CHANGES IN ELECTIONS TO PURCHASE.






	 	a.	 	Ceasing Payroll Deductions or Periodic Payments





     A participating employee may, at any time prior to the last trading day of the Purchase
Period, by written notice to the Company, direct the Company to cease payroll deductions (or, if
the payment for shares is being made through periodic cash payments, notify the Company that such
payments will be terminated), in accordance with the following alternatives:



          (i) The employee’s option to purchase shall be reduced to the number of shares which may be
purchased, as of the last day of the Purchase Period, with the amount then credited to the
employee’s account; or




          (ii) Withdraw the amount in such employee’s account and terminate such employee’s option to
purchase.





	 	b.	 	Decreasing Payroll Deductions During a Purchase Period





     A participating employee may decrease his or her rate of contribution once during a Purchase
Period (but not below $10.00 per pay period) by delivering to the Company a new form regarding
election to participate in the Plan under Section 6 above.




	 	c.	 	Modifying Payroll Deductions or Periodic Payments at the Start of an Offering
Period





     Any participating employee may increase or decrease his or her payroll deduction or periodic
cash payments, to take effect on the first day of the next Offering Period, by delivering to the
Company a new form regarding election to participate in the Plan under Section 6 above.




	17.	 	VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.





     In the event a participating employee voluntarily leaves the employ of the Company or a
Participating Affiliate, otherwise than by retirement under a plan of the Company or a
Participating Affiliate, or is discharged for cause prior to the last day of the Purchase Period,
the amount in the employee’s account will be distributed and the employee’s option to purchase will
terminate.



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	18.	 	RETIREMENT OR SEVERANCE.





     In the event a participating employee who has an option to purchase shares leaves the employ
of the Company or a Participating Affiliate because of retirement under a plan of the Company or a
Participating Affiliate, or because of termination of the employee’s employment by the Company or a
Participating Affiliate for any reason except discharge for cause, the participating employee may
elect, within 10 days after the date of such retirement or termination, one of the following
alternatives:



     (a) The employee’s option to purchase shall be reduced to the number of shares which may be
purchased, as of the last day of the Purchase Period, with the amount then credited to the
employee’s account; or



     (b) Withdraw the amount in such employee’s account and terminate such employee’s option to
purchase.



     In the event the participating employee does not make an election within the aforesaid 10-day
period, he or she will be deemed to have elected subsection 18(b) above.




	19.	 	LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY.





     Payroll deductions for shares for which a participating employee has an option to purchase may
be suspended during any period of absence of the employee from work due to lay-off, authorized
leave of absence or disability or, if the employee so elects, periodic payments for such shares may
continue to be made in cash.



     If such employee returns to active service prior to the last day of the Purchase Period, the
employee’s payroll deductions will be resumed and if said employee did not make periodic cash
payments during the employee’s period of absence, the employee shall, by written notice to the
Company’s Payroll Department within 10 days after the employee’s return to active service, but not
later than the last day of the Purchase Period, elect:



     (a) To make up any deficiency in the employee’s account resulting from a suspension of
payroll deductions by an immediate cash payment;



     (b) Not to make up such deficiency, in which event the number of shares to be purchased by
the employee shall be reduced to the number of whole shares which may be purchased with the amount,
if any, then credited to the employee’s account plus the aggregate amount, if any, of all payroll
deductions to be made thereafter; or



     (c) Withdraw the amount in the employee’s account and terminate the employee’s option to
purchase.



     A participating employee on lay-off, authorized leave of absence or disability on the last day
of the Purchase Period shall deliver written notice to his or her employer on or before the last
day of the Purchase Period, electing one of the alternatives provided in the foregoing clauses (a),
(b) and (c) of this Section 19. If any employee fails to deliver such written notice within 10
days after the employee’s return to active service or by the last day of the Purchase Period,
whichever is earlier, the employee shall be deemed to have elected subsection 19(c) above.



9









 





     If the period of a participating employee’s lay-off, authorized leave of absence or disability
shall terminate on or before the last day of the Purchase Period, and the employee shall not resume
active employment with the Company or a Participating Affiliate, the employee shall receive a
distribution in accordance with the provisions of Section 18 of this Plan.




	20.	 	DEATH.





     In the event of the death of a participating employee while the employee’s option to purchase
shares is in effect, the legal representatives of such employee may, within three months after the
employee’s death (but no later than the last day of the Purchase Period) by written notice to the
Company or Participating Affiliate, elect one of the following alternatives:



     (a) The employee’s option to purchase shall be reduced to the number of shares which may be
purchased, as of the last day of the Purchase Period, with the amount then credited to the
employee’s account; or



     (b) Withdraw the amount in such employee’s account and terminate such employee’s option to
purchase.



     In the event the legal representatives of such employee fail to deliver such written notice to
the Company or Participating Affiliate within the prescribed period, the election to purchase
shares shall terminate and the amount, then credited to the employee’s account shall be paid to
such legal representatives.




	21.	 	FAILURE TO MAKE PERIODIC CASH PAYMENTS.





     Under any of the circumstances contemplated by this Plan, where the purchase of shares is to
be made through periodic cash payments in lieu of payroll deductions, the failure to make any such
payments shall reduce, to the extent of the deficiency in such payments, the number of shares
purchasable under this Plan by the participating employee.




	22.	 	TERMINATION OF PARTICIPATION.





     A participating employee will be refunded all moneys in his or her account, and his or her
participation in the Plan will be terminated if either (a) the Board elects to terminate the Plan
as provided in Section 27 below, or (b) the employee ceases to be eligible to participate in the
Plan under Section 5 above. As soon as practicable following termination of an employee’s
participation in the Plan, the Company will deliver to the employee a check representing the amount
in the employee’s account and a stock certificate representing the number of whole shares held in
the employee’s account. Once terminated, participation may not be reinstated for the then current
Offering Period, but, if otherwise eligible, the employee may elect to participate in any
subsequent Offering Period.




	23.	 	ASSIGNMENT.





     No participating employee may assign his or her rights to purchase shares of Common Stock
under the Plan, whether voluntarily, by operation of law or otherwise. Any payment of cash or
issuance of shares of Common Stock under the Plan may be made only to the participating employee
(or, in the event of the employee’s death, to the employee’s estate). Once a stock certificate has been issued to the
employee or for his or her account, such certificate may be assigned the same as any other stock
certificate.



10









 






	24.	 	APPLICATION OF FUNDS.





     All funds received or held by the Company under the Plan may be used for any corporate purpose
until applied to the purchase of Common Stock and/or refunded to participating employees.
Participating employees’ accounts will not be segregated.




	25.	 	NO RIGHT TO CONTINUED EMPLOYMENT.





     Neither the Plan nor any right to purchase Common Stock under the Plan confers upon any
employee any right to continued employment with the Company or any of its Participating Affiliates,
nor will an employee’s participation in the Plan restrict or interfere in any way with the right of
the Company or any of its Participating Affiliates to terminate the employee’s employment at any
time.




	26.	 	AMENDMENT OF PLAN.





     The Board may, at any time, amend the Plan in any respect (including an increase in the
percentage specified in Section 9 above used in calculating the Purchase Price); provided,
however, that without approval of the stockholders of the Company no amendment shall be
made (a) increasing the number of shares specified in Section 1 above that may be made available
for purchase under the Plan (except as provided in Section 28 below) or (b) changing the
eligibility requirements for participating in the Plan. No amendment may be made that impairs the
vested rights of participating employees.




	27.	 	TERM AND TERMINATION OF THE PLAN.





     The Plan shall be effective as of the Effective Date, subject to approval of the Plan within
one year of such Effective Date by the affirmative vote of stockholders who hold more than fifty
percent of the combined voting power of the outstanding shares of voting stock present or
represented, and entitled to vote thereon at a duly constituted stockholders’ meeting, or by
consent as permitted by law; provided, however, that upon approval of the Plan by
the stockholders of the Company, all rights to purchase shares granted under the Plan on or after
the Effective Date shall be fully effective as if the stockholders of the Company had approved the
Plan on the Effective Date. If the stockholders fail to approve the Plan on or before one year
after the Effective Date, the Plan shall terminate, any rights to purchase shares granted hereunder
shall be null and void and of no effect, and all contributed funds shall be refunded to
participating employees. The Board may terminate the Plan at any time and for any reason or for no
reason, provided that such termination shall not impair any rights of participating employees that
have vested at the time of termination. In any event, the Plan shall, without further action of
the Board, terminate ten (10) years after the date of adoption of the Plan by the Board or, if
earlier, at such time as all shares of Common Stock that may be made available for purchase under
the Plan pursuant to Section 2 above have been issued.




	28.	 	EFFECT OF CHANGES IN CAPITALIZATION.






	 	a.	 	Changes in Stock.





     If the number of outstanding shares of Common Stock is increased or decreased or the shares of
Common Stock are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification, stock split, reverse
split, combination of
shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or
other increase or decrease in such shares effected without receipt of consideration by the Company
occurring



11









 




after the Effective Date, the number and kinds of shares that may be purchased under the
Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and
kind of shares for which rights are outstanding shall be similarly adjusted so that the
proportionate interest of a participating employee immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such adjustment in
outstanding rights shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such rights, but shall include a corresponding
proportionate adjustment in the Purchase Price per share. Notwithstanding the foregoing, in the
event of a spin-off that results in no change in the number of outstanding shares of the Common
Stock of the Company, the Company may, in such manner as the Company deems appropriate, adjust (i)
the number and kind of shares for which rights are outstanding under the Plan, and (ii) the
Purchase Price per share.





	 	b.	 	Reorganization in Which the Company Is the Surviving Corporation.





     Subject to Section 28(c), if the Company shall be the surviving corporation in any
reorganization, merger or consolidation of the Company with one or more other corporations, all
outstanding rights under the Plan shall pertain to and apply to the securities to which a holder of
the number of shares of Common Stock subject to such rights would have been entitled immediately
following such reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Purchase Price per share so that the aggregate Purchase Price thereafter shall be
the same as the aggregate Purchase Price of the shares subject to such rights immediately prior to
such reorganization, merger or consolidation.




	 	c.	 	Reorganization in Which the Company Is Not the Surviving Corporation, Sale of
Assets or Stock, and Other Corporate Transactions.





     Upon any dissolution or liquidation of the Company, or upon a merger, consolidation or
reorganization of the Company with one or more other corporations in which the Company is not the
surviving corporation, or upon a sale of all or substantially all of the assets of the Company to
another corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by the Board that
results in any person or entity owning more than 80 percent of the combined voting power of all
classes of stock of the Company, the Plan and all rights outstanding hereunder shall terminate,
except to the extent provision is made in writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the rights theretofore granted, or for the
substitution for such rights of new rights covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and rights theretofore granted shall continue in the
manner and under the terms so provided. In the event of any such termination of the Plan, the
Offering Period and the Purchase Period shall be deemed to have ended on the last trading day prior
to such termination, and in accordance with Section 12 above the rights of each participating
employee then outstanding shall be deemed to be automatically exercised on such last trading day.
The Board shall send written notice of an event that will result in such a termination to all
participating employees at least ten (10) days prior to the date upon which the Plan will be
terminated.




	 	d.	 	Adjustments.





     Adjustments under this Section 28 related to stock or securities of the Company shall be made
by the Committee, whose determination in that respect shall be final, binding, and conclusive.



12









 






	 	e.	 	No Limitations on Company.





     The grant of a right pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.




	29.	 	GOVERNMENTAL REGULATION.





     The Company’s obligation to issue, sell and deliver shares of Common Stock pursuant to the
Plan is subject to such approval of any governmental authority and any national securities exchange
or other market quotation system as may be required in connection with the authorization, issuance
or sale of such shares.




	30.	 	STOCKHOLDER RIGHTS.





     Any dividends paid on shares held by the Company for a participating employee’s account will
be transmitted to the employee. The Company will deliver to each participating employee who
purchases shares of Common Stock under the Plan, as promptly as practicable by mail or otherwise,
all notices of meetings, proxy statements, proxies and other materials distributed by the Company
to its stockholders. Any shares of Common Stock held by the Agent for an employee’s account will
be voted in accordance with the employee’s duly delivered and signed proxy instructions. There
will be no charge to participating employees in connection with such notices, proxies and other
materials.




	31.	 	RULE 16b-3.





     Transactions under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or any successor provision under the Securities Exchange Act of 1934, as amended. If any
provision of the Plan or action by the Board fails to so comply, it shall be deemed null and void
to the extent permitted by law and deemed advisable by the Board. Moreover, in the event the Plan
does not include a provision required by Rule 16b-3 to be stated herein, such provision (other than
one relating to eligibility requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan.




	32.	 	PAYMENT OF PLAN EXPENSES.





     The Company will bear all costs of administering and carrying out the Plan.



* * *





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