Exhibit 10.42


 


INSIGNIA SOLUTIONS plc


 


1995 EMPLOYEE SHARE PURCHASE PLAN


 


Adopted by the
Board of Directors on February 9, 1995


and Amended on
December 15, 1995 and April 21, 1998


Amended and
Restated on April 30, 2004


 


1.  ESTABLISHMENT OF
PLAN


 


Insignia Solutions plc
(the “Company”) proposes to grant options to subscribe for the Company’s
ordinary shares of 20p each, or any instruments evidencing such ordinary shares
(e.g., American Depositary Shares or American Depositary Receipts), to eligible
employees of the Company and its Subsidiaries (as hereinafter defined) pursuant
to this Insignia Solutions plc 1995 Employee Share Purchase Plan (this “Plan”).  For purposes of this Plan, “Parent
Corporation” and “Subsidiary” (collectively, “Subsidiaries”) shall have
the same meanings as “parent corporation” and “subsidiary corporation” in
Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986,
as amended (the “Code”).  The
Company intends the Plan to qualify as an “employee stock purchase plan” under
Section 423 of the Code (including any amendments to or replacements of
such section), and the Plan shall be so construed.  Any term not expressly defined in the Plan but defined for
purposes of Section 423 of the Code shall have the same definition
herein.  A total of one million two
hundred thousand (1,200,00) of the Company’s ordinary shares is reserved for
issue under the Plan.  Such number shall
be subject to adjustments effected in accordance with Section 14 of the
Plan.


 


2.  PURPOSES


 


The purpose of the Plan
is to provide employees of the Company and Subsidiaries designated by the Board
of Directors of the Company (the “Board”) as eligible to participate in
the Plan with a convenient means of acquiring an equity interest in the Company
through payroll deductions, to enhance such employees’ sense of participation
in the affairs of the Company and Subsidiaries, and to provide an incentive for
continued employment.


 


3.  ADMINISTRATION


 


This Plan may be
administered by the Board or a committee appointed by the Board (the “Committee”).  If a majority of the Board is not comprised
of Disinterested Persons as defined in Rule 16b-3(d) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board
shall appoint a committee consisting of at least two (2) members of the Board,
each of whom is a Disinterested Person. 
As used in this Plan, references to the “Committee” shall mean either
such committee or the Board if no committee has been established.  Board members who are not Disinterested
Persons may not vote on any matters affecting


 

















 


the administration of
this Plan, but any such member may be counted for determining the existence of
a quorum at any meeting of the Board. 
Subject to the provisions of the Plan and the limitations of
Section 423 of the Code or any successor provision in the Code, all
questions of interpretation or application of the Plan shall be determined by
the Board and its decisions shall be final and binding upon all participants.  Members of the Board shall receive no
compensation for their services in connection with the administration of the
Plan, other than standard fees as established from time to time by the Board
for services rendered by Board members serving on Board committees.  All expenses incurred in connection with the
administration of the Plan shall be paid by the Company.


 


4.  ELIGIBILITY


 


Any employee of the
Company or the Subsidiaries is eligible to participate in an Offering Period
(as hereinafter defined) under the Plan except the following:


 


(a)  employees who are not employed by the
Company or Subsidiaries on the fifteenth (15th) day of the month before the
beginning of such Offering Period;


 


(b)  employees who are customarily employed for
less than 20 hours per week;


 


(c)  employees who are customarily employed for
less than 5 months in a calendar year;


 


(d)  employees who, together with any other
person whose stock or shares would be attributed to such employee pursuant to
Section 424(d) of the Code, own stock or shares or hold options to
subscribe for ordinary shares or who, as a result of being granted an option
under the Plan with respect to such Offering Period, would own shares or hold
options to subscribe for shares possessing 5 percent or more of the total
combined voting power or value of all classes of stock or shares of the Company
or any of its Subsidiaries.


 


5.  OFFERING DATES


 


The Offering Periods of
the Plan (the “Offering Period”) shall be of six (6) months duration
commencing February 1 and August 1 of each year and ending on
July 31 and January 31 respectively. 
Payroll deductions of each participant are accumulated under the Plan
during the Offering Periods.  The first
day of each Offering Period is referred to as the “Offering Date”.  The last business day of each Offering
Period is referred to as the “Purchase Date”. 
The Board shall have the power to change the duration of Offering
Periods with respect to future offerings without shareholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected.


 


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6.  PARTICIPATION IN
THE PLAN


 


Eligible employees may
become participants in an Offering Period under the Plan on the first Offering
Date after satisfying the eligibility requirements by delivering a subscription
agreement to the Company’s or Subsidiary’s (whichever employs such employee)
payroll department (the “Payroll Department”) not later than five (5)
days prior to such Offering Date unless a later time for filing the
subscription agreement authorizing payroll deductions is set by the Board for
all eligible employees with respect to a given Offering Period.  An eligible employee who does not deliver a
subscription agreement to the Payroll Department by such date after becoming
eligible to participate in such Offering Period shall not participate in that
Offering Period or any subsequent Offering Period unless such employee enrolls
in the Plan by filing a subscription agreement with the Payroll Department not
later than five (5) days prior to such subsequent Offering Date.  Once an employee becomes a participant in an
Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws from the Plan or terminates further
participation in the Offering Period as set forth in Section 11
below.  Such participant is not required
to file any additional subscription agreement in order to continue
participation in the Plan.


 


7.  GRANT OF OPTION ON
ENROLLMENT


 


Enrollment by an eligible
employee in the Plan with respect to an Offering Period will constitute the
grant (as of the Offering Date) by the Company to such employee of an option to
subscribe on the Purchase Date for up to that number of ordinary shares of the
Company determined by dividing the amount accumulated in such employee’s
payroll deduction account during such Offering Period, and if applicable, as
converted into U.S. Dollars at the Conversion Rate (as defined in
Section 9(g)) on the Purchase Date, by the lower of (i) eighty-five
percent (85%) of the fair market value of an ordinary share of the Company on
the Offering Date (the “Entry Price”) or (ii) eighty-five percent
(85%) of the fair market value of an ordinary share of the Company on the
Purchase Date; provided, however, that the number of ordinary shares of the
Company subject to any option granted pursuant to this Plan shall not exceed
the lesser of (a) the maximum number of shares set by the Board pursuant to
Section 10(c) below with respect to the applicable Offering Period, or (b)
200% of the number of shares determined by using 85% of the fair market value
of an ordinary share of the Company on the Offering Date as the
denominator.  Fair market value of an
ordinary share of the Company shall be determined as provided in Section 8
hereof.


 


8.  PURCHASE PRICE


 


The purchase price of
shares issued pursuant to this Plan shall be payable in U.S. Dollars.  The purchase price per share at which a share
will be issued in any Offering Period shall be 85 percent of the lesser of:


 


(a)  The fair market value on the Offering Date;
or


 


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(b)  The fair market value on the Purchase Date.


 


Notwithstanding the
foregoing, the purchase price per ordinary share shall not in any circumstances
be less than the U.S. Dollar equivalent, at the Conversion Rate (as defined in
Section 9(g)) on the Purchase Date, of 20p (being the par value of an
ordinary share).


 


For purposes of the Plan,
the term “fair market value” on a given date shall mean the fair market value
of an ordinary share of the Company, or instrument evidencing such ordinary
shares (e.g., American Depositary Shares or American Depositary Receipts) in
U.S. Dollars, as determined by the Committee from time to time in good
faith.  If a public market exists for
the shares, or instrument evidencing such ordinary shares (e.g., American
Depositary Shares or American Depositary Receipts), the fair market value shall
be the average of the last reported bid and asked prices for an ordinary share
of the Company on the last trading day prior to the date of determination, or,
in the event ordinary shares of the Company, or instruments evidencing such
ordinary shares (e.g., American Depositary Shares or American Depositary
Receipts), are listed on the Nasdaq National Market, the fair market value
shall be the closing price of a share, or instrument evidencing such ordinary
shares (e.g., American Depositary Shares or American Depositary Receipts), on
the determination date as quoted on the Nasdaq National Market or if no such
reported sale takes place on such date, the closing price on the next preceding
trading date on which a reported sale occurred.


 


9.  PAYMENT OF
PURCHASE PRICE;  CHANGES IN PAYROLL
DEDUCTIONS; ISSUE OF SHARES


 


(a)  The purchase price of the shares is
accumulated by regular payroll deductions made during each Offering
Period.  The deductions are made as a
percentage of the participant’s compensation in one percent increments not less
than 2 percent nor greater than 10 percent, not to exceed $25,000 per year, or
the U.S. Dollar equivalent determined at the Conversion Rate (as defined in
Section 9(g)) on the Offering Date, or such lower limit set by the
Committee.  Compensation for U.S.
employees shall mean all W-2 compensation, including, but not limited to base
salary, wages, commissions, overtime, shift premiums and bonuses, plus draws
against commissions and excluding car allowances and any other in kind
employment related benefits; provided, however, that for purposes of
determining a participant’s compensation, any election by such participant to
reduce his or her regular cash remuneration under Sections 125 or 401(k) of the
Code shall be treated as if the participant did not make such election.  Compensation for U.K. employees shall mean
all compensation, including, but not limited to base salary, wages,
commissions, overtime, the substantial equivalent of U.S. “shift premiums” and
bonuses, plus draws against commissions and excluding car allowances and any
other in kind employment related benefits. 
Payroll deductions shall commence on the first payday following the
Offering Date and shall continue to the end of the Offering Period unless
sooner altered or terminated as provided in the Plan.


 


(b)  A participant may lower (but not increase)
the rate of payroll deductions during an Offering Period by filing with the
Payroll Department a new authorization for payroll deductions, in which case
the new rate shall become effective for the next payroll period


 


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commencing more than 15
days after the Payroll Department’s receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below.  Such change in the rate of
payroll deductions may be made at any time during an Offering Period, but not
more than one change may be made effective during any Offering Period.  A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with
the Payroll Department a new authorization for payroll deductions not later
than five (5) days prior to the beginning of such subsequent Offering Period.


 


(c)  All payroll deductions made for a
participant are credited to his or her account under the Plan and are deposited
with the general funds of the Company. 
No interest accrues on the payroll deductions.  All payroll deductions received or held by the Company may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.


 


(d)  On each Purchase Date, so long as the Plan
remains in effect and provided that the participant has not submitted a signed
and completed withdrawal form before that date, as set forth in Section 11
below, which notifies the Company that the participant wishes to withdraw from
that Offering Period under the Plan and have all payroll deductions accumulated
in the account maintained on behalf of the participant as of that date returned
to the participant, the Company shall apply the funds, and if applicable, as
converted into U.S. Dollars at the Conversion Rate (as defined in
Section 9(g)) on the Purchase Date, then in the participant’s account to
the subscription for a whole number of ordinary shares reserved under the
option granted to such participant with respect to the Offering Period to the
extent that such option is exercisable on the Purchase Date.  The purchase price per share shall be as
specified in Section 8 of the Plan. 
Any cash remaining in a participant’s account after such subscription
for ordinary shares shall be refunded to such participant in cash, without
interest; provided, however, that any amount remaining in such participant’s
account on a Purchase Date which is less than the amount necessary to subscribe
for a single ordinary share shall be carried forward, without interest, into
the next Offering Period.  In the event
that the Plan has been oversubscribed, all funds not used to subscribe for
ordinary shares on the Purchase Date shall be returned to the participant,
without interest.  No ordinary shares
shall be subscribed for on a Purchase Date on behalf of any employee whose
participation in the Plan has terminated prior to such Purchase Date.


 


(e)  As promptly as practicable after the
Purchase Date, the Company shall arrange the delivery to each participant of a
certificate representing the shares issued upon exercise of his option.


 


(f)  During a participant’s lifetime, such
participant’s option to subscribe for shares hereunder is exercisable only by
him or her.  The participant will have
no interest or voting right in shares covered by his or her option until such
option has been exercised.  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.


 


(g)  “Conversion Rate” means the average currency
conversion rate quoted by the Bank of America in London for converting Pounds
Sterling into U.S. Dollars.


 


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10.  LIMITATIONS ON
SHARES TO BE PURCHASED


 


(a)  No employee shall be entitled to subscribe
for shares under the Plan at a rate which, when aggregated with his or her
rights to subscribe for shares under all other employee stock purchase plans of
the Company or any Subsidiary, exceeds $25,000 (or if applicable, the U.S.
Dollars equivalent determined at the Conversion Rate (as defined in Section 9(g))
as of the Offering Date) in fair market value, determined as of the Offering
Date (or such other limit as may be imposed by the Code) for each calendar year
in which the employee participates in the Plan.


 


(b)  No more than 200% of the number of shares
determined by using 85% of the fair market value of an ordinary share of the
Company on the Offering Date as the denominator may be subscribed for by a
participant on any single Purchase Date.


 


(c)  No employee shall be entitled to subscribe
for more than the Maximum Share Amount (as defined below) on any single
Purchase Date.  Not less than thirty
days prior to the commencement of any Offering Period, the Board may, in its
sole discretion, set a maximum number of shares which may be subscribed for by
any employee at any single Purchase Date (hereinafter the “Maximum Share
Amount”).  In no event shall the
Maximum Share Amount exceed the amounts permitted under Section 10(b)
above.  If a new Maximum Share Amount is
set, then all participants must be notified of such Maximum Share Amount not
less than fifteen days prior to the commencement of the next Offering
Period.  Once the Maximum Share Amount
is set, it shall continue to apply with respect to all succeeding Purchase
Dates and Offering Periods unless revised by the Board as set forth above.


 


(d)  If the number of shares to be subscribed for
on a Purchase Date by all employees participating in the Plan exceeds the
number of shares then available for issue under the Plan, the Company will make
a pro rata allocation of the remaining shares in as uniform a manner as shall
be practicable and as the Board shall determine to be equitable.  In such event, the Company shall give
written notice of such reduction of the number of shares to be subscribed for under
a participant’s option to each participant affected thereby.


 


(e)  Any payroll deductions accumulated in a
participant’s account which are not used to subscribe for ordinary shares due
to the limitations in this Section 10 shall be returned to the participant
as soon as practicable after the end of the Offering Period, without interest.


 


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11.  WITHDRAWAL


 


(a)  Each participant may withdraw from an
Offering Period under the Plan by signing and delivering to the Payroll
Department notice on a form provided for such purpose.  Such withdrawal may be elected at any time
at least 15 days prior to the end of an Offering Period.


 


(b)  Upon withdrawal from the Plan, the
accumulated payroll deductions shall be returned to the withdrawn participant,
without interest, and his or her interest in the Plan shall terminate.  In the event a participant voluntarily
elects to withdraw from the Plan, he or she may not resume his or her
participation in the Plan during the same Offering Period, but he or she may
participate in any Offering Period under the Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth in Section 6 above for initial
participation in the Plan.


 


12.  TERMINATION OF
EMPLOYMENT


 


Termination of a
participant’s employment for any reason, including retirement, death or the
failure of a participant to remain an eligible employee, immediately terminates
his or her participation in the Plan. 
In such event, the payroll deductions credited to the participant’s
account will be returned to him or her or, in the case of his or her death, to
his or her legal representative, without interest.  For purposes of this Section 12, an employee will not be
deemed to have terminated employment or failed to remain in the continuous
employ of the Company in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave is for a period
of not more than ninety (90) days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.


 


13.  RETURN OF PAYROLL
DEDUCTIONS


 


In the event a
participant’s interest in the Plan is terminated by withdrawal, termination of
employment or otherwise, or in the event the Plan is terminated by the Board,
the Company shall promptly deliver to the participant all payroll deductions
credited to his account.  No interest
shall accrue on the payroll deductions of a participant in the Plan.


 


14.  CAPITAL CHANGES


 


Subject to any required
action by the shareholders of the Company, the number of ordinary shares
covered by each option under the Plan which has not yet been exercised and the
number of ordinary shares which have been authorized for issue under the Plan
but have not yet been placed under option (collectively, the “Reserves”),
as well as the price per ordinary share covered by each option under the Plan
which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued ordinary shares resulting from any
consolidation or subdivision of ordinary shares of the Company, or any bonus or
other capitalization issue of ordinary shares or any other increase or decrease
in the number of issued ordinary shares effected without receipt of
consideration by the Company; provided, however, that conversion of any


 


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convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall
be made by the Board, whose determination shall be final, binding and
conclusive.  Except as expressly
provided herein, no issue by the Company of shares of any class, or securities
convertible into shares of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of ordinary shares
subject to an option.


 


In the event of the
proposed dissolution or liquidation of the Company, the Offering Period will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board.  The
Board may, in the exercise of its sole discretion in such instances, declare
that the options under the Plan shall terminate as of a date fixed by the Board
and give each participant the right to exercise his or her option as to all of
the ordinary shares comprised in the option, including shares in respect of
which the option would not otherwise be exercisable.  In the event of a proposed sale of all or substantially all of
the assets of the Company, or the sale of the entire share capital of the
Company to another corporation, (whether for consideration in cash or in the
form of securities of any kind) (a “Merger”), each option under the Plan shall
be assumed or an equivalent option shall be substituted by the purchasing
corporation or a parent or subsidiary of such purchasing corporation, unless
the Board determines, in the exercise of its sole discretion and in lieu of
such assumption or substitution, to shorten the Offering Period then in
progress and set a new purchase date (the “New Purchase Date”) and provide that
the participant shall have the right to exercise the option as to all of the
ordinary shares comprised in the option as of the New Purchase Date.  If the Board sets a New Purchase Date and
makes an option exercisable in lieu of assumption or substitution in the event
of a Merger the Board shall notify the participant in writing, at least ten
(10) days prior to the New Purchase Date, that the Purchase Date for his or her
option has changed to the New Purchase Date and that his or her option will be
automatically exercised on the New Purchase Date, unless prior to such date ho
or she has withdrawn from the Offering Period as provided in Section 11.


 


For purposes of this
Section 14, an option granted under the Plan shall be deemed to be
assumed, without limitation, if , at the time of issuance of the stock or other
consideration upon a Merger, each holder of an option under the Plan would be
entitled to receive upon exercise of the option the same number and kind of
shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to the transaction, the
holder of the number of ordinary shares covered by the option at such time
(after giving effect to any adjustments in the number of ordinary shares
covered by the option as provided for in this Section 14); provided
however that if the consideration received in the transaction is not solely
ordinary shares of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon
exercise of the option to be solely ordinary shares of the successor
corporation or its parent equal in Fair Market Value to the per share
consideration received by holders of ordinary shares in the transaction.


 


The Board may, if it so
determines in the exercise of its sole discretion, also make provision for
adjusting the Reserves, as well as the price per ordinary share comprised in
each


 


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outstanding option, in
the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of share
capital, or in the event of a merger.


 


15.  NONASSIGNABILITY


 


Neither payroll
deductions credited to a participant’s account nor any rights with regard to
the exercise of an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 22 hereof)
by the participant.  Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect.


 


16.  REPORTS


 


Individual accounts will
be maintained for each participant in the Plan.  Each participant shall receive promptly after the end of each
Offering Period a report of his or her account setting forth the total payroll
deductions accumulated (and if applicable, the Conversion Rate (as defined in
Section 9(g)) at which such participant’s payroll deductions were
converted into U.S. Dollars), the number of shares subscribed for, the per
share price thereof and the remaining cash balance, if any, carried forward to
the next Offering Period.


 


17.  NOTICE OF
DISPOSITION


 


Each participant shall
notify the Company if the participant disposes of any of the shares subscribed
for in any Offering Period pursuant to this Plan if such disposition occurs
within two years from the Offering Date or within one year from the Purchase
Date on which such shares were subscribed for (the “Notice Period”).  Unless such participant is disposing of any
of such shares during the Notice Period, such participant shall keep the
certificates representing such shares in his or her name (and not in the name
of a nominee) during the Notice Period. 
The Company may, at any time during the Notice Period, place a legend or
legends on any certificate representing shares acquired pursuant to the Plan
requesting the Company’s transfer agent to notify the Company of any transfer
of the shares.  The obligation of the
participant to provide such notice shall continue notwithstanding the placement
of any such legend on the certificates.


 


18.  NO RIGHTS TO
CONTINUED EMPLOYMENT


 


(a)                                  Neither
this Plan nor the grant of any option hereunder shall confer any right on any
employee to remain in the employ of the Company or any Subsidiary, or restrict
the right of the Company or any Subsidiary to terminate such employee’s
employment.


 


(b)                                 In
the event that any person holding an option under the Plan ceases to be employed
by the Company or a Subsidiary for whatever reason, he shall have no right to
any compensation in respect of the loss of his right to receive shares under
this Plan.


 


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19.  EQUAL RIGHTS AND
PRIVILEGES


 


All eligible employees
shall have equal rights and privileges with respect to the Plan so that the
Plan qualifies as an “employee stock purchase plan” within the meaning of
Section 423 or any successor provision of the Code and the related
regulations.  Any provision of the Plan
which is inconsistent with Section 423 or any successor provision of the
Code shall, without further act or amendment by the Company or the Board, be
reformed to comply with the requirements of Section 423.  This Section 19 shall take precedence
over all other provisions in the Plan.


 


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.  TERM; SHAREHOLDER
APPROVAL


 


This Plan shall become
effective at such date and time as the Registration Statement filed with the
Securities and Exchange Commission relating to the Company’s securities is
declared effective (and then only provided that the initial public offering
later closes).  This Plan shall be
approved by the shareholders of the Company, in any manner permitted by
applicable tax and corporate law, within twelve months before or after the date
this Plan is adopted by the Board.  No
subscription for shares pursuant to the Plan shall occur prior to such
shareholder approval.  The Plan shall
continue until the earlier to occur of termination by the Board (as set forth
in Section 24), issue of all of the ordinary shares reserved for issue
under the Plan, or twenty (20) years from the adoption of the Plan by the
Board.


 


22.  DESIGNATION OF
BENEFICIARY


 


(a)  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 an Offering Period but prior to delivery to him of
such shares and cash.  In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant’s account under the Plan in the event of such
participant’s death prior to a Purchase Date.


 


(b)  Such designation of beneficiary may be
changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company shall deliver such
shares 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 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.


 


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23.  CONDITIONS UPON
ISSUE OF SHARES; LIMITATION ON SALE OF SHARES


 


Shares shall not be
issued with respect to an option unless the exercise of such option and the
issue and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange 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.


 


24.  AMENDMENT OR
TERMINATION OF THE PLAN


 


The Board may at any time
amend, terminate or extend the term of the Plan, except that any such
termination cannot affect options previously granted under the Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any participant, provided that the Plan or an
Offering Period may be terminated by the Board on a Purchase Date or by the
Board’s setting a new Purchase Date with respect to an Offering Period then in
progress if the Board determines that termination of the Plan and/or the
Offering Period is in the best interests of the Company and its Shareholders, or
if continuation of the Plan and/or the Offering Period would cause the Company
to incur adverse accounting charges as a result of a change after the effective
date of the Plan in the generally accepted accounting rules applicable to the
Plan.  Except as provided in
Section 14 and in this Section 24, no amendment to the Plan shall
make any change in any option previously granted which adversely affects the
rights of any participant.  In addition,
to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or
under 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 so
required.


 


25.  GOVERNING LAW


 


The Plan and all
agreements, documents and instruments entered into pursuant to the Plan shall
be governed by and construed in accordance with the internal laws of the State
of California, excluding that body of law pertaining to conflict of laws.


 


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