exv10w2






Exhibit 10.2




SURMODICS, INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated November 30, 2009)




ARTICLE I — ESTABLISHMENT OF PLAN





	1.01	 	Adoption by Board of Directors. By action of the Board of Directors of SurModics, Inc. (the
“Corporation”) on November 15, 1999, the Corporation adopted an employee stock purchase plan
(the “Original Plan”) pursuant to which eligible employees of the Corporation and certain of
its subsidiaries may be offered the opportunity to purchase shares of Stock of the
Corporation. The terms and conditions of this employee stock purchase plan, as amended from
time to time as provided herein, are set forth in this plan document. The shareholders of the
Corporation approved the Original Plan on January 24, 2000. The Corporation intends that the
Original Plan, and as it may be amended and modified from time, shall qualify as an “employee
stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended from
time to time, (the “Code”) and shall be construed in a manner consistent with the requirements
of Code Section 423 and the regulations thereunder.
	 
	1.02	 	Amendment of the Plan. On November 30, 2009, the Board of Directors of the Corporation
adopted an amendment and restatement of the Original Plan pursuant to which, among other
things, the number of shares reserved for issuance upon the exercise of options granted under
the Original Plan was increased. Within twelve (12) months of the Board’s adoption of the
amendment and restatement, the Plan as amended and restated shall be subject to approval by
the shareholders of the Corporation in the manner provided under Code Section 423 and the
regulations thereunder. In the event the shareholders fail to approve the amendment and
restatement of the Plan within twelve (12) months after its adoption by the Board, the
amendment and restatement of the Plan shall not become effective and shall have no force and
effect, and the Original Plan shall continue in effect in the same form as it existed prior to
its amendment and restatement. To the extent that options under the Plan had been granted
with respect to shares of Stock added to the Plan as a result of the Board’s adoption of the
amendment and restatement, if the shareholders do not approve such amendment and restatement,
the Corporation shall cancel all such outstanding options and return all related payroll
deductions to the affected Participants without interest. No shares of stock shall be issued
to any Participant with respect to any such options unless and until the shareholders approve
the Plan within such twelve-month period.




 









 











ARTICLE II — PURPOSE





	2.01	 	Purpose. The primary purpose of the Plan is to provide an opportunity for Eligible Employees
of the Corporation to become shareholders of the Corporation, thereby providing them with an
incentive to remain in the Corporation’s employ, to improve operations, to increase profits
and to contribute more significantly to the Corporation’s success.





ARTICLE III — DEFINITIONS





	3.01	 	“Administrator” means the Board of Directors or such Committee appointed by the Board of
Directors to administer the Plan. The Board or the Committee may, in its sole discretion,
authorize the officers of the Corporation to carry out the day-to-day operation of the Plan.
In its sole discretion, the Board may take such actions as may be taken by the Administrator,
in addition to those powers expressly reserved to the Board under this Plan.
	 
	3.02	 	“Board of Directors” or “Board” means the Board of Directors of SurModics, Inc.
	 
	3.03	 	“Compensation” means the Participant’s base compensation, excluding commissions, overtime and
all bonuses.
	 
	3.04	 	“Corporation” means SurModics, Inc., a Minnesota corporation.
	 
	3.05	 	“Eligible Employee” means any employee who, as determined on or immediately prior to an
Enrollment Period, is a United States full-time or part-time employee of the Corporation or
one of its Subsidiaries and is customarily employed for twenty (20) hours or more per week.
	 
	3.06	 	“Enrollment Period” means the period determined by the Administrator for purposes of
accepting elections to participate during a Phase from Eligible Employees.
	 
	3.07	 	“Fiscal Year” means the fiscal year of the Corporation, which is the twelve-month period
beginning October 1 each year and ending September 30 the following year.
	 
	3.08	 	“Participant” means an Eligible Employee who has been granted an option and is participating
during a Phase through payroll deductions, but shall exclude those employees subject to the
limitations described in Section 9.03 below.
	 
	3.09	 	“Phase” means the period beginning on the date that an option is granted under the Plan,
otherwise referred to as the commencement date of the Phase, and ending on the date that the
option is exercised, otherwise referred to as the termination date of the Phase.




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	3.10	 	“Plan” means the SurModics, Inc. 1999 Employee Stock Purchase Plan, as amended and restated.
	 
	3.11	 	“Stock” means the voting common stock of the Corporation.
	 
	3.12	 	“Subsidiary” means any corporation defined as a subsidiary of the Corporation in Code Section
424(f) as of the effective date of the Plan, and such other corporations that qualify as
subsidiaries of the Corporation under Code Section 424(f) as the Board approves to participate
in this Plan from time to time.





ARTICLE IV — ADMINISTRATION





	4.01	 	Administration. Except for those matters expressly reserved to the Board pursuant to any
provisions of the Plan, the Administrator shall have full responsibility for administration of
the Plan, which responsibility shall include, but shall not be limited to, the following:






	 	(a)	 	The Administrator shall, subject to the
provisions of the Plan, establish, adopt and revise such rules and
procedures for administering the Plan, and shall make all other
determinations as it may deem necessary or advisable for the
administration of the Plan;
	 
	 	(b)	 	The Administrator shall, subject to the
provisions of the Plan, determine all terms and conditions that shall
apply to the grant and exercise of options under this Plan, including,
but not limited to, the number of shares of Stock that may be granted,
the date of grant, the exercise price and the manner of exercise of an
option. The Administrator may, in its discretion, consider the
recommendations of the management of the Corporation when determining
such terms and conditions;
	 
	 	(c)	 	The Administrator shall have the exclusive
authority to interpret the provisions of the Plan, and each such
interpretation or determination shall be conclusive and binding for all
purposes and on all persons, including, but not limited to, the
Corporation and its Subsidiaries, the shareholders of the Corporation
and its Subsidiaries, the Administrator, the directors, officers and
employees of the Corporation and its Subsidiaries, and the Participants
and the respective successors-in-interest of all of the foregoing; and
	 
	 	(d)	 	The Administrator shall keep minutes of its
meetings or other written records of its decisions regarding the Plan
and shall, upon requests, provide copies to the Board.




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ARTICLE V — PHASES OF THE PLAN





	5.01	 	Phases. The Plan shall be carried out in one or more Phases, the duration, commencement
dates and termination dates of which shall be determined by the Administrator in its sole
discretion. Unless the Administrator determines otherwise, each Phase shall be three (3)
months in duration and shall commence on March 1, June 1, September 1 and December 1 of each
calendar year during the term of the Plan, and terminate on the last day of May, August,
November and February, respectively. Unless the Administrator determines otherwise, no two
Phases shall run concurrently.
	 
	 	 	Notwithstanding anything in the Plan to the contrary, the Administrator may also, in
its sole discretion, designate a special commencement date for a special Phase with
respect to those individuals who first become Eligible Employees after the
commencement date of an existing Phase in connection with a merger, purchase or
similar transaction. Such special phase shall terminate on the termination date of
such existing Phase.
	 
	5.02	 	Limitations. The Administrator may, in its discretion, limit the number of shares available
for option grants during any Phase as it deems appropriate. Without limiting the foregoing,
in the event all of the shares of Stock reserved for the grant of options under Section 12.01
are issued pursuant to the terms hereof prior to the commencement of one or more Phases or the
number of shares of Stock remaining is so small, in the opinion of the Administrator, as to
render administration of any succeeding Phase impracticable, such Phase or Phases may be
canceled or the number of shares of Stock limited as provided herein. In addition, if, based
on the payroll deductions authorized by Participants at the beginning of a Phase, the
Administrator determines that the number of shares of Stock which would be purchased at the
end of that Phase exceeds the number of shares of Stock remaining reserved under Section 12.01
hereof for issuance under the Plan, or if the number of shares of Stock remaining available
for purchase under the Plan is less than the number of shares Participants are entitled to
purchase pursuant to option grants by the Administrator for such Phase, then the Administrator
shall make a pro rata allocation of the shares of Stock remaining available in as nearly
uniform and equitable a manner as the Administrator shall consider practicable as of the
commencement date of the Phase or, if the Administrator so elects, as of the termination date
of the Phase. In the event such allocation is made as of the commencement date of a Phase,
the payroll deductions which otherwise would have been made on behalf of Participants shall be
reduced accordingly.





ARTICLE VI — ELIGIBILITY





	6.01	 	Eligibility. Subject to the limitations described in Section 9.03, each employee who is an
Eligible Employee on or immediately prior to the commencement of a Phase shall be eligible to
participate in such Phase; provided, however, that the




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	 	 	Administrator may, in its sole discretion, establish a special eligibility date for
certain Eligible Employees who become eligible to participate in the Plan in
connection with a merger, purchase or similar transaction pursuant to Section 5.01.
If, in the discretion of the Administrator, any Phase commences on a date other than
March 1, whether an employee is an Eligible Employee shall be determined on a date
selected by the Administrator.





ARTICLE VII — PARTICIPATION





	7.01	 	Participation. Participation in the Plan is voluntary. An Eligible Employee who desires to
participate in any Phase of the Plan must complete the Plan enrollment form provided by the
Administrator and deliver such form to the Administrator or its designated representative
during the Enrollment Period established by the Administrator prior to the commencement date
of the Phase.
	 
	7.02	 	Subsequent Phases. An Eligible Employee who elects to participate in a Phase shall be deemed
to have elected to participate in each subsequent Phase unless such Participant elects to
discontinue payroll deductions during a Phase or exercises his or her right to withdraw
amounts previously withheld, as provided under Article X hereof. In such event, such
Participant must complete a change of election form or a new Plan enrollment form and file
such form with the Administrator during the Enrollment Period prior to the next Phase with
respect to which the Eligible Employee wishes to participate.





ARTICLE VIII — PAYMENT: PAYROLL DEDUCTIONS





	8.01	 	Enrollment. Each Eligible Employee electing to participate shall indicate such election on
the Plan enrollment form and designate therein a percentage of such Participant’s Compensation
to be deducted during each pay period during the Phase and credited to such Employee’s
bookkeeping account under the Plan in accordance with Section 13.01. Subject to the
Participant’s right to discontinue payroll deductions as provided in Section 10.02, the
Administrator’s authority to limit payroll deductions as provided in Section 5.02, and the
limitations contained in Section 9.03(a), such percentage shall be at least one percent (1%)
but not more than ten percent (10%) of such Participant’s Compensation to be paid during such
Phase, or such other maximum percentage as the Administrator may establish from time to time.
In order to be effective, such Plan enrollment form must be properly completed and received by
the Administrator by the due date indicated on such form, or by such other date established by
the Administrator.






	8.02	 	Payroll Deductions. Payroll deductions for a Participant shall commence with the paycheck
issued immediately after the commencement date of the Phase and shall terminate with the
paycheck issued immediately prior to the termination date of that Phase, unless the
Participant elects to discontinue payroll deductions or exercises his or her right to withdraw
all accumulated payroll deductions previously withheld during the Phase as provided in Article
X hereof. The




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	 	 	authorized payroll deductions shall be made from the paychecks issued during such
Phase by deducting from the Participant’s Compensation covered by each such paycheck
that percentage specified by the Participant in the applicable Plan enrollment or
deduction change form.
	 
	 	 	Unless the Participant elected to discontinue payroll deductions or exercised his or
her right to withdraw all accumulated payroll deductions previously withheld during
the preceding Phase (in which event the Participant must complete a change of
election form or a new Plan enrollment form, as the case may be, to continue
participation for any subsequent Phase), the Corporation shall continue to withhold
from such Participant’s Compensation the same designated percentage specified by the
Participant in the most recent Plan enrollment or deduction change form previously
completed by the Participant for all subsequent Phases.
	 
	8.03	 	Change in Compensation During a Phase. In the event that the Participant’s Compensation is
increased or decreased during a Phase for any reason so that the amount actually withheld on
behalf of the Participant as of the termination date of the Phase is different from the amount
anticipated to be withheld as determined on the commencement date of the Phase, then the
extent to which the Participant may exercise his or her option shall be based on the amounts
actually withheld on his or her behalf, subject to the limitations in Article IX. In the
event of a change in the pay period of any Participant, such as from biweekly to monthly, an
appropriate adjustment shall be made to the deduction in each new pay period so as to insure
the deduction of the proper amount authorized by the Participant.
	 
	8.04	 	Decreases During a Phase. In addition to the right to discontinue or withdraw payroll
deductions during a Phase as provided in Article X, a Participant may decrease the percentage
of Compensation designated to be deducted as payroll deductions during a Phase (but not below
1%) by completing and filing such deduction change forms as the Administrator may require.
Such decrease shall be effective with the next payroll period beginning after the date that
the Administrator receives such forms and shall apply to all remaining Compensation paid
during the Phase, as well as to Compensation paid during subsequent Phases. The Participant
may exercise the right to decrease his or her payroll deductions only once during each Phase.





ARTICLE IX — OPTIONS





	9.01	 	Grant of Option. Subject to Article X, a Participant who has elected to participate in the
manner described in Article VIII and who is employed by the Corporation or a Subsidiary as of
the commencement date of a Phase shall be granted an option as of such date to purchase that
number of whole shares of Stock determined by dividing the total amount credited to the
Participant’s account as of the termination of that Phase by the option price per share set
forth in Section 9.02(a) below. The option price per share for such Stock shall be




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	 	 	determined under Section 9.02 hereof, and the number of shares exercisable shall be
determined under Section 9.03 hereof.






	9.02	 	Option Price. Subject to the limitations hereinbelow, the option price for such Stock shall
be the lower of the amounts determined under paragraphs (a) and (b) below:






(a) Eighty-five percent (85%) of the average closing price for a share of
the Corporation’s Stock as reported on The NASDAQ Global Select Market or
such other established securities exchange on which the Stock then trades
over the five (5) trading days immediately preceding the commencement date
of the Phase; or




(b) Eighty-five percent (85%) of the average closing price for a share of
the Corporation’s Stock as reported on The NASDAQ Global Select Market or
such other established securities exchange on which the Stock then trades
over the five (5) trading days immediately preceding the termination date of
the Phase.




	 	 	If the Corporation’s Stock is not listed on The NASDAQ Global Select
Market or another established securities exchange, then the option
price shall equal the lesser of (i) eighty-five percent (85%) of the
fair market value of a share of the Corporation’s Stock as of the
commencement date of the Phase; or (ii) eighty-five percent (85%) of
the fair market value of such stock as of the termination date of the
Phase. Such “fair market value” shall be determined by the Board.
	 
	9.03	 	Limitations. No employee shall be granted an option hereunder:






(a) Which permits his or her rights to purchase Stock under all employee
stock purchase plans of the Corporation and its Subsidiaries to accrue at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such Stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time;




(b) If such employee would own and/or hold, immediately after the grant of
the option, Stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Corporation or of any
Subsidiary. For purposes of determining stock ownership under this
paragraph, the rules of Section 424(d) of the Code and the regulations
thereunder shall apply.




(c) Which, if exercised, would cause the limits established by the
Administrator under Section 5.02 to be exceeded.




	9.04	 	Exercise of Option. Subject to a Participant’s right to withdraw in the manner provided in
Section 10.01, a Participant’s option for the purchase of shares of Stock will be exercised
automatically on the termination date of that Phase.




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	 	 	However, in no event shall a Participant be allowed to exercise an option for more
shares of Stock than can be purchased with the payroll deductions accumulated by the
Participant in his or her bookkeeping account as of the end of such Phase.
	 
	9.05	 	Delivery of Shares. As promptly as practicable after the termination of any Phase, the
Corporation’s transfer agent or other authorized representative shall deliver to each
Participant herein certificates for that number of whole shares of Stock purchased upon the
exercise of the Participant’s option. The Corporation may, in its sole discretion, arrange
with the Corporation’s transfer agent or other authorized representative to establish, at the
direction of the Participant, individual securities accounts to which will be credited that
number of whole shares of Stock that are purchased upon such exercise, such securities account
to be subject to such terms and conditions as may be imposed by the transfer agent or
authorized representative.
	 
	 	 	The shares of the Corporation’s common stock to be delivered to a Participant
pursuant to the exercise of an option under Section 9.04 of the Plan will be
registered in the name of the Participant or, if the Participant so directs by
written notice to the Administrator prior to the termination date of the Phase, in
the names of the Participant and one other person the Participant may designate as
his joint tenant with rights of survivorship, to the extent permitted by law.
	 
	 	 	Any accumulated payroll deductions remaining after the exercise of the Participant’s
option shall be returned to the Participant, without interest, on the first paycheck
issued for the payroll period which begins on or immediately after the commencement
date of next Phase; provided, however, that the Corporation may, under rules of
uniform application, retain such remaining amount in the Participant’s bookkeeping
account and apply it toward the purchase of shares of Stock in the next succeeding
Phase, unless the Participant requests a withdrawal of such amount pursuant to
Section 10.01.





ARTICLE X — WITHDRAWAL OR

DISCONTINUATION OF PAYROLL WITHHOLDINGS





	10.01	 	Withdrawal. Once during the Phase, a Participant may request a withdrawal of all
accumulated payroll deductions then credited to the Participant’s bookkeeping account by
completing a change of election form and filing such form with the Administrator. The
Participant’s request shall be effective as of the beginning of the next payroll period
immediately following the date that the Administrator receives the Participant’s properly
completed change of election form. As soon as administratively feasible after such payroll
period, all payroll deductions credited to a bookkeeping account for the Participant will be
paid to such Participant, with interest at the Federal Discount Rate as quoted in the Wall
Street Journal as of the commencement date of the Phase, compounded monthly, from the
commencement date of the Phase through the date of payment. No further payroll deductions
will be made during that Phase or any future Phase unless the




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	 	 	Participant completes a new Plan enrollment form as provided in Section 8.02 above.
If the Participant requests a withdrawal, the option granted to the Participant
under that Phase of the Plan shall immediately lapse and shall not be exercisable.
Partial withdrawals of payroll deductions are not permitted.
	 
	 	 	Notwithstanding the foregoing, in order to be effective for a particular Phase, the
Participant’s request for withdrawal must be properly completed and received by the
Administrator on or before the date immediately preceding the termination date of
the Phase established by the Administrator. Requests for withdrawal that are
received after that due date shall not be effective and no withdrawal shall be made,
unless otherwise determined by the Administrator.
	 
	10.02	 	Discontinuation. At any time during the Phase, a Participant may also request that the
Administrator discontinue any further payroll deductions that would otherwise be made during
the remainder of the Phase by completing a change of election form and filing such form with
the Administrator on or before the date immediately preceding the termination date of the
Phase established by the Administrator. The Participant’s request shall be effective as of
the beginning of the next payroll period immediately following the date that the Administrator
receives the Participant’s properly completed change of election form. Upon the effective
date of the Participant’s request, the Corporation will discontinue making payroll deductions
for such Participant for that Phase, and all future Phases, unless the Participant completes
another change of election form as provided above. Amounts credited to the Participant’s
bookkeeping account prior to the effective date of the request to discontinue deductions shall
be used to purchase additional shares of Stock upon termination of the current Phase in
accordance with the terms of the Plan.





ARTICLE XI — TERMINATION OF EMPLOYMENT





	11.01	 	Termination. If, on or before the termination date of any Phase, a Participant’s employment
terminates with the Corporation for any reason, voluntarily or involuntarily, including by
reason of retirement or death, the payroll deductions credited to such Participant’s
bookkeeping account for such Phase, if any, will be returned to the Participant, without
interest, and any options granted to such Participant under the Plan shall immediately lapse
and shall not be exercisable. The return of such payroll deductions shall be made to the
Participant as soon as administratively practicable following the Participant’s termination of
employment. In the event that such termination occurs near the end of a Phase and the
Corporation is unable to discontinue payroll deductions for such Participant for his or her
final paycheck(s), such deductions shall still be made but shall be returned to the
Participant as provided herein. In no event shall the accumulated payroll deductions be used
to purchase any shares of Stock.
	 
	 	 	If the option lapses as a result of the Participant’s death, any accumulated payroll
deductions credited to the Participant’s bookkeeping account will be paid to the




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	 	 	Participant’s estate, without interest. In the event a Participant dies after
exercise of the Participant’s option but prior to delivery of the Stock to be
transferred pursuant to the exercise of the option under Section 9.04 above, any
such Stock and/or accumulated payroll deductions remaining after such exercise shall
be paid by the Corporation to the Participant’s estate.
	 
	 	 	The Corporation will not be responsible for or be required to give effect to the
disposition of any cash or Stock or the exercise of any option in accordance with
any will or other testamentary disposition made by such Participant or in accordance
with the provisions of any law concerning intestacy, or otherwise. No person shall,
prior to the death of a Participant, acquire any interest in any Stock, in any
option or in the cash credited to the Participant’s bookkeeping account during any
Phase of the Plan.
	 
	11.02	 	Subsidiaries. In the event that any Subsidiary ceases to be a Subsidiary of the
Corporation, the employees of such Subsidiary shall be considered to have terminated their
employment for purposes of Section 11.01 hereof as of the date the Subsidiary ceased to be a
Subsidiary of the Corporation.





ARTICLE XII — STOCK RESERVED FOR OPTIONS





	12.01	 	Shares Reserved. Four Hundred Thousand (400,000) shares of Stock, which may be authorized
but unissued shares of the Corporation (or the number and kind of securities to which said
400,000 shares may be adjusted in accordance with Section 14.01 hereof) are reserved for
issuance upon the exercise of options to be granted under the Plan. Shares subject to the
unexercised portion of any lapsed or expired option may again be subject to option under the
Plan.
	 
	12.02	 	Rights as Shareholder. The Participant shall have no rights as a shareholder with respect
to any shares of Stock subject to the Participant’s option until the date of the issuance of a
stock certificated evidencing such shares, or the electronic delivery of such shares to the
account of the Participant, in each case as provided in Section 9.05. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date such shares of
Stock are actually issued, except as otherwise provided in Section 14.01 hereof.





ARTICLE XIII — ACCOUNTING AND USE OF FUNDS





	13.01	 	Bookkeeping Account. Payroll deductions for Participants shall be credited to bookkeeping
accounts, established by the Corporation for each such Participant under the Plan. A
Participant may not make any cash payments into such account. Such account shall be solely
for bookkeeping purposes and shall not require the Corporation to establish any separate fund
or trust hereunder. All funds from payroll deductions received or held by the Corporation
under the Plan may be used, without limitation, for any corporate purpose by the Corporation,




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	 	 	which shall not be obligated to segregate such funds from its other funds. Except
as otherwise provided in Section 10.01, Participants shall not be entitled to
interest on the amounts credited to such bookkeeping accounts.





ARTICLE XIV — ADJUSTMENT PROVISION





	14.01	 	General. Subject to any required action by the shareholders of the Corporation, in the
event of an increase or decrease in the number of outstanding shares of Stock or in the event
the Stock is changed into or exchanged for a different number or kind of shares of stock or
other securities of the Corporation or another corporation by reason of a reorganization,
merger, consolidation, divestiture (including a spin-off), liquidation, recapitalization,
reclassification, stock dividend, stock split, combination of shares, rights offering or any
other change in the corporate structure or shares of the Corporation, the Board (or, if the
Corporation is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation), in its sole discretion, shall adjust the number and kind of
securities subject to and reserved under the Plan and, to prevent the dilution or enlargement
of rights of those Participants to whom options have been granted, shall adjust the number and
kind of securities subject to such outstanding options and, where applicable, the exercise
price per share for such securities.
	 
	 	 	In the event of sale by the Corporation of substantially all of its assets and the
consequent discontinuance of its business, or in the event of a merger, exchange,
consolidation, reorganization, divestiture (including a spin-off), liquidation,
reclassification or extraordinary dividend (collectively referred to as a
“transaction”), after which the Corporation is not the surviving corporation, the
Board may, in its sole discretion, at the time of adoption of the plan for such
transaction, provide for one or more of the following:






	 	(a)	 	The acceleration of the exercisability of
outstanding options granted at the commencement of the Phase then in
effect, to the extent of the accumulated payroll deductions made as of
the date of such acceleration pursuant to Article VIII hereof;
	 
	 	(b)	 	The complete termination of this Plan and a
refund of amounts credited to the Participants’ bookkeeping accounts
hereunder; or
	 
	 	(c)	 	The continuance of the Plan only with respect
to completion of the then current Phase and the exercise of options
thereunder. In the event of such continuance, Participants shall have
the right to exercise their options as to an equivalent number of
shares of stock of the corporation succeeding the Corporation by reason
of such transaction.






	 	 	In the event of a transaction where the Corporation survives, then the Plan shall
continue in effect, unless the Board takes one or more of the actions set forth




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





ARTICLE XV — NONTRANSFERABILITY OF OPTIONS





	15.01	 	Nontransferability. Options granted under any Phase of the Plan shall not be transferable
and shall be exercisable only by the Participant during the Participant’s lifetime.
	 
	15.02	 	Nonalienation. Neither payroll deductions granted to a Participant’s account, nor any
rights with regard to the exercise of an option or to receive Stock under any Phase of the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the
Participant. Any such attempted assignment, transfer, pledge or other disposition shall be
null and void and without effect, except that the Corporation may, at its option, treat such
act as an election to withdraw in accordance with Section 10.01.





ARTICLE XVI — AMENDMENT AND TERMINATION





	16.01	 	General. The Plan may be terminated or suspended at any time by the Board of Directors,
provided that, except as permitted in Sections 5.02 and 14.01 hereof, no such termination or
suspension shall take effect with respect to any options then outstanding. No options may be
granted during any suspension of the Plan or after its termination. The Board may, from time
to time, amend the Plan as it may deem proper and in the best interests of the Corporation or
as may be necessary to comply with Code Section 423, as amended, and the regulations
thereunder, or other applicable laws or regulations; provided, however, no such amendment
shall, without the consent of a Participant, materially adversely affect or impair the right
of a Participant with respect to any outstanding option; and provided, further, that no such
amendment shall:






	 	(a)	 	increase the total number of shares for which
options may be granted under the Plan (except as provided in Section
14.01 herein);
	 
	 	(b)	 	change the definition of employees or the class
of employees eligible to participate in the Plan; or
	 
	 	(c)	 	materially increase the benefits accruing to
Participants under the Plan;





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	 	 	without the approval of the Corporation’s shareholders, if such approval is required
for compliance with Code Section 423, as amended, and the regulations thereunder, or
other applicable laws or regulations.





ARTICLE XVII — NOTICES





	17.01	 	General. All notices, forms, elections or other communications in connection with the Plan
or any Phase thereof shall be in such form as specified by the Corporation or the
Administrator from time to time, and shall be deemed to have been duly given when received by
the Participant or his or her personal representative or by the Corporation or its designated
representative, as the case may be.






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