**Exhibit 10.5**

**VIROLOGIC, INC.**

**2000 EMPLOYEESTOCK PURCHASE PLAN**

**ADOPTEDBY BOARDOF DIRECTORS FEBRUARY 21 , 2000**

**APPROVEDBYSTOCKHOLDERS FEBRUARY 16, 2000**

**AMENDEDBY BOARDOF DIRECTORS APRIL 2, 2002**

**AMENDMENT APPROVEDBY STOCKHOLDERS MAY 16, 2002**

**AMENDEDBYBOARDOF DIRECTORS JUNE 2, 2004**

**AMENDMENTAPPROVEDBY STOCKHOLDERS DECEMBER 10, 2004**

**TERMINATION DATE: NONE**

 

**(a)** The purpose ofthe Plan is to provide a means by which Employees of the Company and certain designated Affiliates may be given an opportunity to purchase Shares of the Company. 

**(b)** The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts forthe success of the Company and its Affiliates. 

**(c)** The Company intends that the Rights to purchase Shares granted under the Plan beconsidered options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 

 

**(a)*****“Affiliate”***means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

**(b)*****“Board”***means the Board of Directors of the Company. 

**(c)*****“Code”***means the United States Internal Revenue Code of 1986, as amended. 

**(d)*****“Committee”***means a Committee appointed by the Board in accordance with subparagraph 3(c) of the Plan.

**(e)*****“Company”*** means ViroLogic, Inc., a Delaware corporation. 

**(f)*****“Director”***means a member of the Board. 

**(g)*****“Eligible Employee”*** means an Employee who meets the requirements set forth in the Offering for eligibility to participate in the Offering. 

 

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**(h)*****“Employee”***means any person, including Officers and Directors,employed by the Company or an Affiliate of the Company. Neither service as a Director nor payment of a director’s fee shall be sufficient to constitute “employment” by the Company or the Affiliate. 

**(i)*****“Employee Stock Purchase Plan”***means a plan that grants rights intended to be options issued under an “employeestock purchase plan,” as that term is defined in Section 423(b) of the Code. 

**(j)*****“Exchange Act”***means the United States Securities Exchange Act of 1934, as amended. 

**(k)*****“Fair Market Value”***meansthe value of a security, as determined in good faith by the Board. If the security is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then, except as otherwise provided in the Offering,the Fair Market Value of the security shall be the closing sales price (rounded up where necessary to the nearest whole cent) for such security (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange ormarket with the greatest volume of trading in the relevant security of the Company) on the trading day prior to the relevant determination date, as reported in *The Wall Street Journal* or such other source as the Board deems reliable.

**(l)*****“Non-Employee Director”***means a Director who either (i) is not a current Employee or Officer ofthe Company or its parent or subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount asto which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would berequired under Item 404(a) of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employeedirector” for purposes of Rule 16b-3. 

**(m)*****“Offering”***means the grant of Rights to purchase Sharesunder the Plan to Eligible Employees. 

**(n)*****“Offering Date”*** means a date selected by the Board for anOffering to commence. 

**(o)*****“Outside Director”***means a Director who either (i) is not a current employeeof the Company or an “affiliated corporation” (within the meaning of the Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receivingcompensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time, and is not currently receiving direct or indirect remuneration from theCompany or an “affiliated corporation” for services in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

 

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**(p)*****“Participant”***means an Eligible Employee who holds an outstandingRight granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Right granted under the Plan. 

**(q)*****“Plan”***means this 2000 Employee Stock Purchase Plan. 

**(r)*****“Purchase Date”***means oneor more dates established by the Board during an Offering on which Rights granted under the Plan shall be exercised and purchases of Shares carried out in accordance with such Offering. 

**(s)*****“Right”***means an option to purchase Shares granted pursuant to the Plan. 

**(t)*****“Rule 16b-3”***means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3 as in effect withrespect to the Company at the time discretion is being exercised regarding the Plan. 

**(u)*****“Securities Act”***means the United States Securities Act of 1933, as amended. 

**(v)*****“Share”***means a share of the commonstock of the Company. 

 
**3.****ADMINISTRATION.**
**(a)** TheBoard shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in subparagraph 3(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine allquestions of policy and expediency that may arise in the administration of the Plan. 

**(b)** The Board (or the Committee) shall havethe power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)** To determine when andhow Rights to purchase Shares shall be granted and the provisions of each Offering of such Rights (which need not be identical). 

**(ii)** To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan. 

**(iii)** To construe and interpret the Plan and Rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission orinconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

**(iv)** To amend the Plan as provided in paragraph 14. 

**(v)** Generally, to exercise such powers andto perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Affiliates and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan. 

 

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**(c)** The Board may delegate administration of the Plan to a Committee of the Board composed of two(2) or more members, all of the members of which Committee may be, in the discretion of the Board, Non-Employee Directors and/or Outside Directors. If administration is delegated to a Committee, the Committee shall have, in connection with theadministration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside Directors any of the administrative powers the Committee is authorized to exercise (andreferences in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Boardmay abolish the Committee at any time and revest in the Board the administration of the Plan. 

 
**4.****SHARES SUBJECTTOTHE PLAN.**
**(a)** Subject to the provisions of paragraph 13 relating to adjustments upon changes in securities, the Shares that may be sold pursuant to Rightsgranted under the Plan shall not exceed in the aggregate two million (2,000,000) Shares, plus an automatic annual increase to be added on the first day of each Company fiscal year, beginning in 2005 and ending in (and including) 2014, equal tothe least of the following amounts: (i) three quarters of one percent (0.75%) of the outstanding Shares on the day preceding the first day of the applicable Company fiscal year (rounded to the nearest whole share), (ii) one million(1,000,000) Shares or (iii) an amount as may be determined by the Board. If any Right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such Right shall again becomeavailable for the Plan. 

**(b)** The Shares subject to the Plan may be unissued Shares or Shares that have been bought on the openmarket at prevailing market prices or otherwise. 

 
**5.****GRANTOF RIGHTS; OFFERING.**
**(a)** The Board may from time to time grant or provide for the grant of Rights to purchase Shares of the Company under the Plan to Eligible Employeesin an Offering on an Offering Date or Dates selected by the Board. Each Offering shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate, which shall comply with the requirements ofSection 423(b)(5) of the Code that all Employees granted Rights to purchase Shares under the Plan shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated aspart of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period duringwhich the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in paragraphs 6 through 9, inclusive. 

**(b)** If a Participant has more than one Right outstanding under the Plan, unless he or she otherwise indicates in agreements or notices deliveredhereunder: (i) each agreement or notice delivered by that Participant will be deemed to apply to all of his or her Rights under the 

 

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Plan, and (ii) an earlier-granted Right (or a Right with a lower exercise price, if two Rights have identical grant dates) will be exercised to thefullest possible extent before a later-granted Right (or a Right with a higher exercise price if two Rights have identical grant dates) will be exercised. 

 
**6.****ELIGIBILITY.**
**(a)** Rights maybe granted only to Employees of the Company or, as the Board may designated as provided in subparagraph 3(b), to Employees of an Affiliate. 

**(i)** Except as provided in subparagraph 6(b), an Employee shall not be eligible to be granted Rights under the Plan unless, on the Offering Date, such Employee has been in the employ of the Company or theAffiliate, as the case may be, for such continuous period preceding such grant as the Board may require in the Offering, but in no event shall the required period of continuous employment be equal to or greater than two (2) years. 

**(ii)** The Board may provide in an Offering that Employees whose customary employment is twenty (20) hours or less per weekshall not be eligible to participate. 

**(iii)** The Board may provide in an Offering that Employees whose customaryemployment is for not more than five (5) months in any calendar year shall not be eligible to participate. 

**(iv)**The Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate. 

**(b)** The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or datesspecified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Right under that Offering, which Right shall thereafter be deemed to be a part of that Offering. SuchRight shall have the same characteristics as any Rights originally granted under that Offering, as described herein, except that: 

**(i)** the date on which such Right is granted shall be the “Offering Date” of such Right for all purposes, including determination of the exercise price of such Right; 

**(ii)** the period of the Offering with respect to such Right shall begin on its Offering Date and end coincident with the end of suchOffering; and 

**(iii)** the Board may provide that if such person first becomes an Eligible Employee within a specifiedperiod of time before the end of the Offering, he or she will not receive any Right under that Offering. 

 

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**(c)** No Employee shall be eligible for the grant of any Rights under the Plan if, immediately afterany such Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Affiliate. For purposes of this subparagraph 6(c), the rulesof Section 424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding rights and options shall be treated as stock owned by such Employee. 

**(d)** An Eligible Employee may be granted Rights under the Plan only if such Rights, together with any other Rights granted under all Employee StockPurchase Plans of the Company and any Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such Eligible Employee’s rights to purchase Shares of the Company or any Affiliate to accrue at a rate which exceeds twenty fivethousand dollars ($25,000) of the fair market value of such Shares (determined at the time such Rights are granted) for each calendar year in which such Rights are outstanding at any time. 

 
**7.****RIGHTS; PURCHASE PRICE.**
**(a)** On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted the Right to purchase up to the number of Shares purchasable either: 

**(i)** with a percentage designated by the Board not exceeding fifteen percent (15%) of such Employee’s Earnings (as definedby the Board in each Offering) during the period which begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of theOffering; or 

**(ii)** with a maximum dollar amount designated by the Board that, as the Board determines for aparticular Offering, (1) shall be withheld, in whole or in part, from such Employee’s Earnings (as defined by the Board in each Offering) during the period which begins on the Offering Date (or such later date as the Board determines for aparticular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering and/or (2) shall be contributed, in whole or in part, by such Employee during such period. 

**(b)** The Board shall establish one or more Purchase Dates during an Offering on which Rights granted under the Plan shall be exercised andpurchases of Shares carried out in accordance with such Offering. 

**(c)** In connection with each Offering made under the Plan, theBoard may specify a maximum amount of Shares that may be purchased by any Participant as well as a maximum aggregate amount of Shares that may be purchased by all Participants pursuant to such Offering. In addition, in connection with each Offeringthat contains more than one Purchase Date, the Board may specify a maximum aggregate amount of Shares which may be purchased by all Participants on any given Purchase Date under the Offering. If the aggregate purchase of Shares upon exercise ofRights granted under the Offering would exceed any such maximum aggregate amount, the Board shall make a pro rata allocation of the Shares available in as nearly a uniform manner as shall be practicable and as it shall deem to be equitable.

 

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**(d)** The purchase price of Shares acquired pursuant to Rights granted under the Plan shall be notless than the lesser of: 

**(i)** an amount equal to eighty-five percent (85%) of the fair market value of theShares on the Offering Date; or 

**(ii)** an amount equal to eighty-five percent (85%) of the fair market value ofthe Shares on the Purchase Date. 

 
**8.****PARTICIPATION; WITHDRAWAL; TERMINATION.**
**(a)** An Eligible Employee may become a Participant in the Plan pursuant to an Offering by delivering a participation agreement to the Company withinthe time specified in the Offering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board of such Employee’s Earnings during the Offering (as definedin each Offering). The payroll deductions made for each Participant shall be credited to a bookkeeping account for such Participant under the Plan and either may be deposited with the general funds of the Company or may be deposited in a separateaccount in the name of, and for the benefit of, such Participant with a financial institution designated by the Company. To the extent provided in the Offering, a Participant may reduce (including to zero) or increase such payroll deductions. To theextent provided in the Offering, a Participant may begin such payroll deductions after the beginning of the Offering. A Participant may make additional payments into his or her account only if specifically provided for in the Offering and only ifthe Participant has not already had the maximum permitted amount withheld during the Offering. 

**(b)** At any time during an Offering,a Participant may terminate his or her payroll deductions under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to theend of the Offering except as provided by the Board in the Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute to such Participant all of his or her accumulated payroll deductions (reduced to the extent,if any, such deductions have been used to acquire Shares for the Participant) under the Offering, without interest unless otherwise specified in the Offering, and such Participant’s interest in that Offering shall be automatically terminated. AParticipant’s withdrawal from an Offering will have no effect upon such Participant’s eligibility to participate in any other Offerings under the Plan but such Participant will be required to deliver a new participation agreement in orderto participate in subsequent Offerings under the Plan. 

**(c)** Rights granted pursuant to any Offering under the Plan shall terminateimmediately upon cessation of any participating Employee’s employment with the Company or a designated Affiliate for any reason (subject to any post-employment participation period required by law) or other lack of eligibility. The Companyshall distribute to such terminated Employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire Shares for the terminated Employee) under the Offering, without interest unlessotherwise specified in the Offering. If the accumulated payroll deductions have 

 

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been deposited with the Company’s general funds, then the distribution shall be made from the general funds of the Company, without interest. If theaccumulated payroll deductions have been deposited in a separate account with a financial institution as provided in subparagraph 8(a), then the distribution shall be made from the separate account, without interest unless otherwise specified in theOffering. 

**(d)** Rights granted under the Plan shall not be transferable by a Participant otherwise than by will or the laws ofdescent and distribution, or by a beneficiary designation as provided in paragraph 15 and, otherwise during his or her lifetime, shall be exercisable only by the person to whom such Rights are granted. 

 
**9.****EXERCISE.**
**(a)** On eachPurchase Date specified therefor in the relevant Offering, each Participant’s accumulated payroll deductions and other additional payments specifically provided for in the Offering (without any increase for interest) will be applied to thepurchase of Shares up to the maximum amount of Shares permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional Shares shall be issued upon the exercise of Rights grantedunder the Plan unless specifically provided for in the Offering. 

**(b)** Unless otherwise specifically provided in the Offering, theamount, if any, of accumulated payroll deductions remaining in any Participant’s account after the purchase of Shares that is equal to the amount required to purchase one or more whole Shares on the final Purchase Date of the Offering shall bedistributed in full to the Participant at the end of the Offering, without interest. If the accumulated payroll deductions have been deposited with the Company’s general funds, then the distribution shall be made from the general funds of theCompany, without interest. If the accumulated payroll deductions have been deposited in a separate account with a financial institution as provided in subparagraph 8(a), then the distribution shall be made from the separate account, without interestunless otherwise specified in the Offering. 

**(c)** No Rights granted under the Plan may be exercised to any extent unless the Sharesto be issued upon such exercise under the Plan (including Rights granted thereunder) are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable state, foreign andother securities and other laws applicable to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, no Rights granted under the Plan or any Offering shall be exercised on such Purchase Date,and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in noevent be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date of any Offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, no Rights granted under thePlan or any Offering shall be exercised and all payroll deductions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire Shares) shall be distributed to the Participants, without 

 

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interest unless otherwise specified in the Offering. If the accumulated payroll deductions have been deposited with the Company’s general funds, thenthe distribution shall be made from the general funds of the Company, without interest. If the accumulated payroll deductions have been deposited in a separate account with a financial institution as provided in subparagraph 8(a), then thedistribution shall be made from the separate account, without interest unless otherwise specified in the Offering. 

 
**10.****COVENANTSOFTHE COMPANY.**
**(a)** During the terms of the Rights granted under the Plan, the Company shall ensure that the amount of Shares required to satisfy such Rights areavailable. 

**(b)** The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency havingjurisdiction over the Plan such authority as may be required to issue and sell Shares upon exercise of the Rights granted under the Plan. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency theauthority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise of such Rights unless and untilsuch authority is obtained. 

 
**11.****USEOF PROCEEDSFROM SHARES.**
Proceeds from the sale of Shares pursuant to Rights granted under the Plan shall constitute general funds of the Company. 

 
**12.****RIGHTSASA STOCKHOLDER.**
A Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, Shares subject to Rights granted underthe Plan unless and until the Participant’s Shares acquired upon exercise of Rights under the Plan are recorded in the books of the Company. 

 
**13.****ADJUSTMENTSUPON CHANGESIN SECURITIES.**
**(a)** If any change is made in the Shares subject to the Plan, or subject to any Right, without the receipt of consideration by the Company (throughmerger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or othertransaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of Shares subject to the Plan pursuant to subparagraph 4(a), and the outstanding Rights will beappropriately adjusted in the class(es), number of Shares and purchase limits of such outstanding Rights. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertiblesecurities of the Company shall not be treated as a transaction that does not involve the receipt of consideration by the Company.) 

 

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**(b)** In the event of: (i) a dissolution, liquidation, or sale of all or substantially all ofthe assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation; or (iii) a reverse merger in which the Company is the surviving corporation but the Shares outstanding immediately precedingthe merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then: (1) any surviving or acquiring corporation shall assume Rights outstanding under the Plan or shall substitutesimilar rights (including a right to acquire the same consideration paid to Stockholders in the transaction described in this subparagraph 13(b)) for those outstanding under the Plan, or (2) in the event any surviving or acquiring corporationrefuses to assume such Rights or to substitute similar rights for those outstanding under the Plan, then, as determined by the Board in its sole discretion such Rights may continue in full force and effect or the Participants’ accumulatedpayroll deductions (exclusive of any accumulated interest which cannot be applied toward the purchase of Shares under the terms of the Offering) may be used to purchase Shares immediately prior to the transaction described above under the ongoingOffering and the Participants’ Rights under the ongoing Offering thereafter terminated. 

 
**14.****AMENDMENTOFTHE PLAN.**
**(a)** The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 13 relating to adjustments upon changes in securities and except as to minor amendments tobenefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for Participants or the Company or any Affiliate, no amendment shall be effectiveunless approved by the stockholders of the Company to the extent stockholder approval is necessary for the Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3 under the Exchange Act and any Nasdaq or other securitiesexchange listing requirements. Currently under the Code, stockholder approval within twelve (12) months before or after the adoption of the amendment is required where the amendment will: 

**(i)** Increase the amount of Shares reserved for Rights under the Plan; 

**(ii)** Modify the provisions as to eligibility for participation in the Plan to the extent such modification requires stockholderapproval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3; or 

**(iii)** Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to obtain employeestock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3. 

**(b)** It isexpressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgatedthereunder relating to Employee Stock Purchase Plans and/or to bring the Plan and/or Rights granted under it into compliance therewith. 

 

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**(c)** Rights and obligations under any Rights granted before amendment of the Plan shall not beimpaired by any amendment of the Plan, except with the consent of the person to whom such Rights were granted, or except as necessary to comply with any laws or governmental regulations, or except as necessary to ensure that the Plan and/or Rightsgranted under the Plan comply with the requirements of Section 423 of the Code. 

 
**15.****DESIGNATIONOF BENEFICIARY.**
**(a)** A Participant may file a written designation of a beneficiary who is to receive any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’sdeath subsequent to the end of an Offering but prior to delivery to the Participant 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 accountunder the Plan in the event of such Participant’s death during an Offering. 

**(b)** The Participant may change such designation ofbeneficiary 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 suchShares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such Shares and/orcash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

 
**16.****TERMINATIONOR SUSPENSIONOFTHE PLAN.**
**(a)** The Board in its discretion may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate at the time thatall of the Shares subject to the Plan’s reserve, as increased and/or adjusted from time to time, have been issued under the terms of the Plan. No Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

**(b)** Rights and obligations under any Rights granted while the Plan is in effect shall not be impaired by suspension or terminationof the Plan, except as expressly provided in the Plan or with the consent of the person to whom such Rights were granted, or except as necessary to comply with any laws or governmental regulation, or except as necessary to ensure that the Planand/or Rights granted under the Plan comply with the requirements of Section 423 of the Code. 

 
**17.****EFFECTIVE DATEOF PLAN.**
The Plan shall become effective as determined by the Board, but no Rights granted under the Plan shall be exercised unless and until the Plan has beenapproved by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board, which date may be prior to the effective date set by the Board. 

 

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