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Exhibit 10.5    
    


GSI Technology, Inc.



2004 Employee Stock Purchase Plan  







 
  
 

    GSI Technology, Inc.
  2004 Employee Stock Purchase Plan  
  


1.     ESTABLISHMENT, PURPOSE AND TERM OF PLAN.  


        1.1   Establishment.    The GSI Technology, Inc. 2004 Employee Stock Purchase Plan (the  "Plan") is hereby established effective as of the effective date of the initial registration by the
Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the "Effective
Date"). 


        1.2   Purpose.    The purpose of the Plan is to advance the interests of the Company and its stockholders by
providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan provides such Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Company intends that the
Plan qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 


        1.3   Term of Plan.    The Plan shall continue in effect until its termination by the Board. 


2.     DEFINITIONS AND CONSTRUCTION.  



        2.1   Definitions.    Any term not expressly defined in the Plan but defined for purposes of Section 423 of
the Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 



        (a)   "Board" means the Board of Directors of the Company. If one or more
Committees have been appointed by the Board to administer the Plan, "Board" also means such Committee(s). 



        (b)   "Cash Exercise Notice" means a written notice in such form as specified
by the Company, which states a Participant's election to exercise, as of the next Purchase Date, a Purchase Right granted to such Participant with respect to the Initial Offering Period or other
Offering Period for which the Board has suspended payroll deductions by all Participants. 


        (c)   "Code" means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder. 


        (d)   "Committee" means the Compensation Committee or other committee of the
Board duly appointed to administer the Plan and having such powers as specified by the Board. Unless the powers of the
Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations imposed by law. 



        (e)   "Company" means GSI Technology, Inc., a Delaware corporation, or
any successor corporation thereto. 


        (f)    "Compensation" means, with respect to any Offering Period, base wages or
salary, overtime, bonuses, commissions, shift differentials, payments for paid time off, payments in lieu of notice, and compensation deferred under any program or plan, including, without limitation,
pursuant to Section 401(k) or Section 125 of the Code. Compensation shall be limited to amounts actually payable in cash or deferred during the Offering Period. Compensation shall not
include moving allowances, payments pursuant to a severance agreement, termination pay, relocation 



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payments,
sign-on bonuses, any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase or stock option plan, or any other compensation not included above. 



        (g)   "Eligible Employee" means an Employee who meets the requirements set
forth in Section 5 for eligibility to participate in the Plan. 


        (h)   "Employee" means a person treated as an employee of a Participating
Company for purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation employing
the Participant ceasing to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while on any military leave, sick leave, or other
bona fide leave of absence approved by the Company of ninety (90) days or less. If an individual's leave of absence exceeds ninety (90) days, the individual shall be deemed to have
ceased to be an Employee on the ninety-first (91st) day of such leave unless the individual's right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. 


        (i)    "Fair Market Value" means, as of any date: 



        (i)    If
the Stock is then listed on a national or regional securities exchange or market system or is regularly quoted by a recognized securities dealer, the closing sale
price of a share of Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or such other national
or regional securities exchange or market system constituting the primary market for the Stock, or by such recognized securities dealer, as reported in The Wall Street
Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system or has been quoted by such securities dealer, the date on which the Fair Market Value is
established shall be the last day on which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day as determined by the Board, in its discretion. 



        (ii)   If,
on the relevant date, the Stock is not then listed on a national or regional securities exchange or market system or regularly quoted by a recognized securities
dealer, the Fair Market Value of a share of Stock shall be as determined in good faith by the Board. 


        (iii)  Notwithstanding
the foregoing, the Fair Market Value of a share of Stock on the Effective Date shall be deemed to be the public offering price set forth in the final
prospectus filed with the Securities and Exchange Commission in connection with the Company's initial public offering of the Stock. 




        (j)    "Initial Offering Period" means the Offering Period commencing on the
Effective Date of the Plan, as established pursuant to Section 6. 


        (k)   "Offering" means an offering of Stock as provided in Section 6. 


        (l)    "Offering Date" means, for any Offering, the first day of the Offering
Period. 


        (m)  "Offering Period" means an Offering Period established in accordance with
Section 6. 


        (n)   "Parent Corporation" means any present or future "parent corporation" of
the Company, as defined in Section 424(e) of the Code. 


        (o)   "Participant" means an Eligible Employee who has become a participant in
an Offering Period in accordance with Section 7 and remains a participant in accordance with the Plan. 


        (p)   "Participating Company" means the Company and any Parent Corporation or
Subsidiary Corporation designated by the Board as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Board shall have the sole and absolute discretion to 



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determine
from time to time which Parent Corporations or Subsidiary Corporations shall be Participating Companies. 


        (q)   "Participating Company Group" means, at any point in time, the Company
and all other corporations collectively which are then Participating Companies. 


        (r)   "Purchase Date" means, for any Offering Period, the last day of such
period, or, if so determined by the Board, the last day of each Purchase Period occurring within an Offering Period. 


        (s)   "Purchase Period" means a Purchase Period established in accordance with
Section 6. 


        (t)    "Purchase Price" means the price at which a share of Stock may be
purchased under the Plan, as determined in accordance with Section 9. 



        (u)   "Purchase Right" means an option granted to a Participant pursuant to the
Plan to purchase such shares of Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises
from the right of a Participant to withdraw any accumulated payroll deductions of the Participant not previously applied to the purchase of Stock under the Plan and to terminate participation in the
Plan at any time during an Offering Period. 


        (v)   "Registration Date" means the effective date of the initial registration
on Form S-8 of shares of Stock issuable pursuant to the Plan. 


        (w)  "Stock" means the common stock of the Company, as adjusted from time to
time in accordance with Section 4.2. 


        (x)   "Subscription Agreement" means a written agreement in such form as
specified by the Company, stating an Employee's election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee's Compensation. 


        (y)   "Subscription Date" means the last business day prior to the Offering
Date of an Offering Period or such earlier date as the Company shall establish. 


        (z)   "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code. 




        2.2   Construction.    Captions and titles contained herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise. 


3.     ADMINISTRATION.  



        3.1   Administration by the Board.    The Plan shall be administered by the Board. All questions of interpretation of
the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan, or of any Purchase Right shall be determined by the Board, and such determinations shall
be final, binding and conclusive upon all persons having an interest in the Plan or the Purchase Right, unless fraudulent or made in bad faith. Subject to the provisions of the Plan, the Board shall
determine all of the relevant terms and conditions of Purchase Rights; provided, however, that all Participants granted Purchase Rights pursuant to an Offering shall have the same rights and
privileges within the meaning of Section 423(b)(5) of the Code. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the
Plan or any agreement thereunder (other than determining questions of interpretation pursuant to the second sentence of this Section 3.1) shall be final, binding and conclusive upon all persons
having an interest 


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therein.
All expenses incurred in connection with the administration of the Plan shall be paid by the Company. 



        3.2   Authority of Officers.    Any officer of the Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the officer has apparent authority with
respect to such matter, right, obligation, determination or election. 


        3.3   Policies and Procedures Established by the Company.    Without regard to whether any Participant's Purchase
Right may be considered adversely affected, the Company may, from time to time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such
rules, guidelines, policies, procedures, limitations, or adjustments as deemed advisable by the Company, in its discretion, for the proper administration of the Plan, including, without limitation,
(a) a minimum payroll deduction amount required for participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during
an Offering, (c) an exchange ratio applicable to amounts withheld in a currency other than United States dollars, (d) a payroll deduction greater than or less than the amount designated
by a Participant in order to adjust for the Company's delay or mistake in processing a Subscription Agreement or in otherwise effecting a Participant's election under the Plan or as advisable to
comply with the requirements of Section 423 of the Code, (e) suspension of payroll deductions under the Plan and imposition of a requirement that the Purchase Price be paid in cash or by
check, and (f) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan. All such actions by the Company
shall be taken consistent with the requirement under Section 423(b)(5) of the Code that all Participants granted Purchase Rights pursuant to an Offering shall have the same rights and
privileges within the meaning of such section. 


        3.4   Indemnification.    In addition to such other rights of indemnification as they may have as members of the
Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same. 


4.     SHARES SUBJECT TO PLAN.  


        4.1   Maximum Number of Shares Issuable.    Subject to adjustment as provided in Section 4.2, the maximum
aggregate number of shares of Stock that may be issued under the Plan shall be five hundred thousand (500,000), cumulatively increased on April 1, 2006 and each April 1 thereafter until
and including April 1, 2014 (the "Annual Increase"), by the smallest of (a) one percent
(1%) of the number of shares of Stock issued and outstanding on the immediately preceding March 31, (b) two hundred fifty thousand (250,000) shares, or (c) such lesser number of
shares determined by the Board, and shall consist of authorized but unissued or reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is
terminated or canceled, the shares of Stock 


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allocable
to the unexercised portion of that Purchase Right shall again be available for issuance under the Plan. 


        4.2   Adjustments for Changes in Capital Structure.    Subject to any required action by the stockholders of the
Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in
the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has
a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and class of shares subject to the Plan, the Annual Increase, the limit on the shares
which may be purchased by any Participant during an Offering (as described in Sections 8.1 and 8.2) and each Purchase Right, and in the Purchase Price in order to prevent dilution or enlargement of
Participants' rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as "effected without receipt of consideration by the
Company." Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased
to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive. 


5.     ELIGIBILITY.  


        5.1   Employees Eligible to Participate.    Each Employee of a Participating Company is eligible to participate in
the Plan and shall be deemed an Eligible Employee, except the following: 



        (a)   Any
Employee who is customarily employed by the Participating Company Group for twenty (20) hours or less per week; or 


        (b)   Any
Employee who is customarily employed by the Participating Company Group for not more than five (5) months in any calendar year. 




        5.2   Exclusion of Certain Stockholders.    Notwithstanding any provision of the Plan to the contrary, no Employee
shall be treated as an Eligible Employee and granted a Purchase Right under the Plan if, immediately after such grant, the Employee would own or hold options to purchase stock of the Company or of any
Parent Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance
with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such
Employee. 


        5.3   Determination by Company.    The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee or an Eligible Employee and the effective date of such individual's attainment or termination of such status, as the case may be. For
purposes of an individual's participation in or other rights, if any, under the Plan as of the time of the Company's determination, all such determinations by the Company shall be final, binding and
conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination. 


6.     OFFERINGS.  


        The Plan initially shall be implemented on and after the Effective Date by sequential Offerings of approximately six (6) months duration or such other
duration as the Board shall determine (individually, an "Offering Period"); provided, however, that the
first Offering Period (the "Initial  


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 Offering Period") shall commence on the Effective Date and end on or about March 31, 2005. Subsequent Offering Periods shall commence on or about
April 1 and October 1 of each year and end on or about the last day of the next October and April, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may
establish additional or alternative sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or different commencing or ending dates for such Offering Periods;
provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months. If the Board shall so determine in its discretion, each Offering Period may consist of two
(2) or more consecutive purchase periods having such duration as the Board shall specify (individually, a "Purchase
Period"), and the last day of each such Purchase Period shall be a Purchase Date. If the first or last day of an Offering Period or a Purchase Period is
not a day on which the national securities exchanges or Nasdaq Stock Market are open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may
be, of the Offering Period or Purchase Period. 


7.     PARTICIPATION IN THE PLAN.  


        7.1   Initial Participation.



        (a)   Generally.    Except as provided in Section 7.1(b), an Eligible Employee may become a Participant in an
Offering Period by delivering a properly completed Subscription Agreement to the office designated by the Company not later than the close of business for such office on the Subscription Date
established by the Company for that Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement to the Company's designated office on or before the
Subscription Date for an Offering Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless the Eligible Employee subsequently delivers a properly
completed Subscription Agreement to the appropriate office of the Company on or before the Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible Employee after the
Offering Date of an Offering Period shall not be eligible to participate in that Offering Period but may participate in any subsequent Offering Period provided the Employee is still an Eligible
Employee as of the Offering Date of such subsequent Offering Period. 



        (b)   Automatic Participation in Initial Offering Period.    Notwithstanding Section 7.1(a), each Employee who
is an Eligible Employee as of the Effective Date shall automatically become a Participant in the Initial Offering Period and shall be granted automatically a Purchase Right consisting of an option to
purchase the lesser of (a) a number of whole shares of Stock determined in accordance with Section 8 or (b) a number of whole shares of Stock determined by dividing fifteen
percent (15%) of such Participant's Compensation paid during the Initial Offering Period by the Purchase Price applicable to the Initial Offering Period. The Company shall not require or permit any
Participant to deliver a Subscription Agreement for participation in the Initial Offering Period; provided, however, that following the Registration Date a Participant may deliver a Subscription
Agreement to the office designated by the Company if the Participant wishes to change the terms of the Participant's participation in the Initial Offering Period. Such changes may include, for
example, an election to commence payroll deductions in accordance with Section 10. 




        7.2   Continued Participation.



        (a)   Generally.    Except as provided in Section 7.2(b), a Participant shall automatically participate in the
next Offering Period commencing immediately after the Purchase Date of each Offering Period in which the Participant participates provided that the Participant remains an Eligible Employee on the
Offering Date of the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1 or (b) terminated employment as provided in Section 13. A
Participant who may automatically participate in a subsequent Offering Period, as 



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provided
in this Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may
deliver a new Subscription Agreement for a subsequent Offering Period in accordance with the procedures set forth in Section 7.1(a) if the Participant desires to change any of the elections
contained in the Participant's then effective Subscription Agreement. 


        (b)   Participation Following Initial Offering Period.    Notwithstanding Section 7.2(a), an Eligible Employee
who was automatically enrolled in the Initial Offering Period and who wishes to participate in an Offering Period which begins after the Initial Offering Period shall deliver a Subscription Agreement
in accordance with Section 7.1(a) no earlier than the Registration Date and no later than the Subscription Date for such subsequent Offering Period, unless such Employee was a Participant in
the Initial Offering Period who delivered a Subscription Agreement with respect to the Initial Offering Period as provided in Section 7.1(b). 




8.     RIGHT TO PURCHASE SHARES.  


        8.1   Grant of Purchase Right.    Except as provided in Section 7.1 with respect to the Initial Offering
Period or as otherwise provided below, on the Offering Date of each Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to
purchase the lesser of (a) that number of whole shares of Stock determined by dividing Twelve Thousand Five Hundred Dollars ($12,500) by the Fair Market Value of a share of Stock on such
Offering Date or (b) one thousand two hundred fifty (1,250) shares of Stock. The Board may, in its discretion and prior to the Offering Date of any Offering Period, (i) change the method
of, or any of the foregoing factors in, determining the number of shares of Stock subject to Purchase Rights to be granted on such Offering Date or (ii) specify a maximum aggregate number of
shares that may be purchased by all Participants in an Offering or on any Purchase Date within an Offering Period.No Purchase Right shall be granted on an Offering Date to any person who is not, on
such Offering Date, an Eligible Employee. 


        8.2   Pro Rata Adjustment of Purchase Right.    If the Board establishes an Offering Period of any duration other
than six months, then (a) the dollar amount in Section 8.1 shall be determined by multiplying $2,083.33 by the number of months (rounded to the nearest whole month) in the Offering
Period and rounding to the nearest whole dollar, and (b) the share amount in Section 8.1 shall be determined by multiplying 208 shares by the number of months (rounded to the nearest
whole month) in the Offering Period and rounding to the nearest whole share. 



        8.3   Calendar Year Purchase Limitation.    Notwithstanding any provision of the Plan to the contrary, no Participant
shall be granted a Purchase Right which permits his or her right to purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such Participant's rights to purchase shares
under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars ($25,000)
in Fair Market Value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding
sentence, the Fair Market Value of shares purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section shall
be applied in conformance with applicable regulations under Section 423(b)(8) of the Code. 


9.     PURCHASE PRICE.  


        The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the exercise of all or any portion of a Purchase Right shall be
established by the Board; provided, however, that the Purchase Price on each Purchase Date shall not be less than eighty-five percent (85%) of the lesser of (a) the Fair Market
Value of a share of Stock on the Offering Date of the Offering Period or 


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(b) the
Fair Market Value of a share of Stock on the Purchase Date. Subject to adjustment as provided below or in Section 22 and unless otherwise provided by the Board, the Purchase
Price for each Offering Period shall be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or
(b) the Fair Market Value of a share of Stock on the Purchase Date. Notwithstanding the foregoing, in the event that (i) the stockholders of the Company approve an amendment to the Plan
to increase the maximum aggregate number of shares of Stock issuable under the Plan in accordance with Section 4.1, (ii) all or any portion of such additional shares of Stock (the  "Additional Shares") are to be issued pursuant to an Offering Period in progress at the time of such
stockholder approval and (iii) the Fair Market value per share of Stock on the date of such stockholder approval (the "Approval
Date") is greater than the Fair Market value per share of Stock on the Offering Date of such Offering period, then, the Board may, in its discretion and
without the consent of any Participant, adjust the Purchase Price for such Offering Period to be an amount equal to eighty-five percent (85%) (or such other percentage as in effect prior
to such adjustment) of the lesser of (a) the Fair Market Value of a share of Stock on the Approval Date or (b) the Fair Market Value of a share of Stock on the Purchase Date. 


10.   ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL DEDUCTION.  


        Except as provided in Section 11.1(b) with respect to the Initial Offering Period or unless the Board, in its discretion, suspends payroll deductions for
all Participants in an Offering Period, shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid for only by means of payroll deductions from the
Participant's Compensation accumulated during the Offering Period for which such Purchase Right was granted, subject to the following: 


        10.1   Amount of Payroll Deductions.    Except as otherwise provided herein, the amount to be deducted
under the Plan from a Participant's Compensation on each pay day during an Offering Period shall be determined by the Participant's Subscription Agreement. The Subscription Agreement shall set forth
the percentage of the Participant's Compensation to be deducted on each pay day during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of an election
pursuant to Section 10.3 to stop payroll deductions effective following the first pay day during an Offering) or more than fifteen percent (15%). The Board may change the foregoing limits on
payroll deductions effective as of any Offering Date. 


        10.2   Commencement of Payroll Deductions.    Payroll deductions shall commence on the first pay day
following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein; provided, however, that with respect to the Initial Offering
Period, payroll deductions shall commence as soon as practicable following the Company's receipt of the Participant's Subscription Agreement (delivered no earlier than the Registration Date), if any. 



        10.3   Election to Change or Stop Payroll Deductions.    During an Offering Period, a Participant may
elect to increase or decrease the rate of or to stop deductions from his or her Compensation by delivering to the Company's designated office an amended Subscription Agreement authorizing such change
on or before the "Change Notice Date." The "Change Notice Date" shall be a date prior to the beginning
of the first pay period for which such election is to be effective as established by the Company from time to time and announced to the Participants. A Participant who elects, effective following the
first pay day of an Offering Period, to decrease the rate of his or her payroll deductions to zero percent (0%) shall nevertheless remain a Participant in the current Offering Period unless such
Participant withdraws from the Plan as provided in Section 12.1. 


        10.4   Administrative Suspension of Payroll Deductions.    The Company may, in its sole discretion,
suspend a Participant's payroll deductions under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to
purchase the maximum number of shares of Stock permitted (a) under the Participant's Purchase Right 


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or
(b) during a calendar year under the limit set forth in Section 8.3. Unless the Participant has either withdrawn from the Plan as provided in Section 12.1 or has ceased to be
an Eligible Employee, payroll deductions shall be resumed at the rate specified in the Participant's then effective Subscription Agreement either (i) at the beginning of the next Offering
Period if the reason for suspension was clause (a) in the preceding sentence or (ii) at the beginning of the next Offering Period having a first Purchase Date that falls within the
subsequent calendar year if the reason for suspension was clause (b) in the preceding sentence. 


        10.5   Participant Accounts.    Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant's Compensation (and other amounts received from the Participant in the Initial Offering Period) shall be credited to such Participant's Plan
account and shall be deposited with the general funds of the Company. All such amounts received or held by the Company may be used by the Company for any corporate purpose. 



        10.6   No Interest Paid.    Interest shall not be paid on sums deducted from a Participant's
Compensation pursuant to the Plan or otherwise credited to the Participant's Plan account. 


11.   PURCHASE OF SHARES.  


        11.1   Exercise of Purchase Right.



        (a)   Generally.    Except as provided in Section 11.1(b), on each Purchase Date of an Offering Period, each
Participant who has not withdrawn from the Plan and whose participation in the Offering has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of
the Participant's Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of the Participant's payroll deductions accumulated in the Participant's Plan
account during the Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in no event shall the number of shares purchased by the
Participant during an Offering Period exceed the number of shares subject to the Participant's Purchase Right. No shares of Stock
shall be purchased on a Purchase Date on behalf of a Participant whose participation in the Offering or the Plan has terminated before such Purchase Date. 


        (b)   Purchase in Initial Offering Period.    Notwithstanding Section 11.1(a), on the Purchase Date of the
Initial Offering Period or any other Offering Period for which the Board has suspended payroll deductions for all Participants, each Participant who has not withdrawn from the Plan and whose
participation in such Offering has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant's Purchase Right (i) a number of
whole shares of Stock determined in accordance with Section 11.1(a) to the extent of the total amount of the Participant's payroll deductions accumulated in the Participant's Plan account
during the Offering Period, if any, and not previously applied toward the purchase of Stock and (ii) such additional shares of Stock (not exceeding in the aggregate the Participant's Purchase
Right) as determined in accordance with a Cash Exercise Notice delivered to the office designated by the Company no earlier than the Registration Date and not later than the close of business for such
office on the business day immediately preceding the Purchase Date or such earlier date as the Company shall establish, accompanied by payment in cash or by check of the Purchase Price for such
additional shares. However, in no event shall the number of shares purchased by a Participant during such Offering Period exceed the number of shares subject to the Participant's Purchase Right. In
addition, if a Participant delivers a Subscription Agreement to the Company after the Registration Date, the Participant may not elect to exercise a Purchase Right pursuant to a Cash Exercise Notice
in an amount which, when aggregated with payroll deductions pursuant to such Subscription Agreement, exceeds fifteen percent (15%) of the Participant's 



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Compensation
during the Offering Period. The Company shall refund to the Participant in accordance with Section 11.4 any excess Purchase Price payment received from the Participant. 




        11.2   Pro Rata Allocation of Shares.    If the number of shares of Stock which might be purchased by
all Participants on a Purchase Date exceeds the number of shares of Stock available in the Plan as provided in Section 4.1 or the maximum aggregate number of shares of Stock that may be
purchased on such Purchase Date pursuant to a limit established by the Board pursuant to Section 8.1, the Company shall make a pro rata allocation of the shares available in as uniform a manner
as practicable and as the Company determines to be equitable. Any fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 


        11.3   Delivery of Certificates.    As soon as practicable after each Purchase Date, the Company shall
arrange the delivery to each Participant of a certificate representing the shares acquired by the Participant on such Purchase Date; provided that the Company may deliver such shares to a broker
designated by the Company that will hold such shares for the benefit of the Participant. Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant, or,
if requested by the Participant, in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the Participant. 


        11.4   Return of Cash Balance.    Any cash balance remaining in a Participant's Plan account following
any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the preceding sentence
is less than the amount that would have been necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in the Participant's Plan account
to be applied toward the purchase of shares of Stock in the subsequent Offering Period. 



        11.5   Tax Withholding.    At the time a Participant's Purchase Right is exercised, in whole or in
part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local and
foreign tax withholding obligations, if any, of the Participating Company Group which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The Participating
Company Group may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary to meet such withholding obligations. 



        11.6   Expiration of Purchase Right.    Any portion of a Participant's Purchase Right remaining
unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 


        11.7   Provision of Reports and Stockholder Information to Participants.    Each Participant who has
exercised all or part of his or her Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such Participant's Plan account setting forth the total amount credited to
his or her Plan account prior to such exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining immediately
after such purchase that is to be refunded or retained in the Participant's Plan account pursuant to Section 11.4. The report required by this Section may be delivered in such form and by such
means, including by electronic transmission, as the Company may determine. In addition, each Participant shall be provided information concerning the Company equivalent to that information provided
generally to the Company's common stockholders. 


12.   WITHDRAWAL FROM PLAN.  



        12.1   Voluntary Withdrawal from the Plan.    A Participant may withdraw from the Plan by signing and
delivering to the Company's designated office a written notice of withdrawal on a form provided by the Company for this purpose. Such withdrawal may be elected at any time prior to the end of an 


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Offering
Period; provided, however, that if a Participant withdraws from the Plan after a Purchase Date, the withdrawal shall not affect shares of Stock acquired by the Participant on such Purchase
Date. A Participant who voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in any
subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file with the
Company's designated office for a reasonable period prior to the effectiveness of the Participant's withdrawal. 


        12.2   Return of Payroll Deductions.    Upon a Participant's voluntary withdrawal from the Plan
pursuant to Section 12.1, the Participant's accumulated Plan account balance which has not been applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as
practicable after the withdrawal, without the payment of any interest, and the Participant's interest in the Plan and the Offering shall terminate. Such amounts to be refunded in accordance with this
Section may not be applied to any other Offering under the Plan. 


13.   TERMINATION OF EMPLOYMENT OR ELIGIBILITY.  


        Upon a Participant's ceasing, prior to a Purchase Date, to be an Employee of the Participating Company Group for any reason, including retirement, disability or
death, or upon the failure of a Participant to remain an Eligible Employee, the Participant's participation in the Plan shall terminate immediately. In such event, the Participant's Plan account
balance which has not been applied toward the purchase of shares shall, as soon as practicable, be returned to the Participant or, in the case of the Participant's death, to the Participant's
beneficiary designated in accordance with Section 20, if any, or legal representative, and all of the Participant's rights under the Plan shall terminate. Interest shall not be paid on sums
returned pursuant to this Section 13. A Participant whose participation has been so terminated may again become eligible to participate in the Plan by satisfying the requirements of Sections 5
and 7.1. 


14.   CHANGE IN CONTROL.  


        14.1   Definitions.



        (a)   An
"Ownership Change Event" shall be deemed to have occurred if any of
the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty
percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the
assets of the Company; or (iv) a liquidation or dissolution of the Company. 


        (b)   A
"Change in Control" shall mean an Ownership Change Event or a series of
related Ownership Change Events (collectively, the "Transaction") wherein the stockholders of the
Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately
before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case
of a Transaction described in Section 14.1(a)(iii), the corporation or other business entity to which the assets of the Company were transferred (the  "Transferee"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership
shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the
case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting 



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securities
of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 




        14.2   Effect of Change in Control on Purchase Rights.    In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or parent thereof, as the case may be (the "Acquiring
Corporation"), may, without the consent of any Participant, assume the Company's rights and obligations under the Plan. If the Acquiring Corporation
elects not to assume the Company's rights and obligations under the Plan, the Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change in Control
specified by the Board, but the number of shares of Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither assumed by the Acquiring Corporation in
connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. 


15.   NONTRANSFERABILITY OF PURCHASE RIGHTS.  


        Neither payroll deductions or other amounts credited to a Participant's Plan account nor a Participant's Purchase Right may be assigned, transferred, pledged or
otherwise disposed of in any manner other than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary designation pursuant to Section 20 shall not be treated
as a disposition for this purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw
from the Plan as provided in Section 12.1. A Purchase Right shall be exercisable during the lifetime of the Participant only by the Participant. 


16.   COMPLIANCE WITH SECURITIES LAW.  


        The issuance of shares under the Plan shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such
securities. A Purchase Right may not be exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a registration
statement under the Securities Act of 1933, as amended, shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the Purchase Right, or
(b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the
registration requirements of said Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary
to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. 


17.   RIGHTS AS A STOCKHOLDER AND EMPLOYEE.  


        A Participant shall have no rights as a stockholder by virtue of the Participant's participation in the Plan until the date of the issuance of the shares
purchased pursuant to the exercise of the Participant's Purchase Right (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2. Nothing herein
shall confer upon a Participant any right to continue in the employ of the 


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Participating
Company Group or interfere in any way with any right of the Participating Company Group to terminate the Participant's employment at any time. 



18.   LEGENDS.  


        The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or any
provision convenient in the administration of the Plan on some or all of the certificates representing shares of Stock issued under the Plan. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of this
Section. Unless otherwise specified by the Company, legends placed on such certificates may include but shall not be limited to the following: 



"THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF.
THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE)." 


19.   NOTIFICATION OF DISPOSITION OF SHARES.  


        The Company may require the Participant to give the Company prompt notice of any disposition of shares acquired by exercise of a Purchase Right. The Company may
require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant's name (or, if elected by the
Participant, in the name of the Participant and his or her spouse but not in the name of any nominee) until the later of two years after the date of grant of such Purchase Right or one year after the
date of exercise of such Purchase Right. The Company may direct that the certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of
disposition. 


20.   DESIGNATION OF BENEFICIARY.  



        20.1   Designation Procedure.    Subject to local laws and procedures, a Participant may file a
written designation of a beneficiary who is to receive (a) shares and cash, if any, from the Participant's Plan account if the Participant dies subsequent to a Purchase Date but prior to
delivery to the Participant of such shares and cash or (b) cash, if any, from the Participant's Plan account if the Participant dies prior to the exercise of the Participant's Purchase Right.
If a married Participant designates a beneficiary other than the Participant's spouse, the effectiveness of such designation may be subject to the consent of the Participant's spouse. A Participant
may change his or her beneficiary designation at any time by written notice to the Company. 



        20.2   Absence of Beneficiary Designation.    If a Participant dies without an effective designation
pursuant to Section 20.1 of a beneficiary who is living at the time of the Participant's death, the Company shall deliver any shares or cash credited to the Participant's Plan account to the
Participant's legal representative. 


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21.   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. 


22.   AMENDMENT OR TERMINATION OF THE PLAN.  


        The Board may at any time amend, suspend or terminate the Plan, except that (a) no such amendment, suspension or termination shall affect Purchase Rights
previously granted under the Plan unless expressly provided by the Board and (b) no such amendment, suspension or termination may adversely affect a Purchase Right previously granted under the
Plan without the consent of the Participant, except to the extent permitted by the Plan or as may be necessary to qualify the Plan as an employee stock purchase plan pursuant to Section 423 of
the Code or to comply with any applicable law, regulation or rule. In addition, an amendment to the Plan must be approved by the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would authorize the sale of more shares than are then authorized for issuance under the Plan or would change the definition of the corporations that may be
designated by the Board as Participating Companies. Notwithstanding the foregoing, in the event that the Board determines that continuation of the Plan or an Offering would result in unfavorable
financial accounting consequences to the Company as a result of a change after the Effective Date in the generally accepted accounting principles applicable to the Plan, the Board may, in its
discretion and without the consent of any Participant, including with respect to an Offering Period then in progress: (a) terminate the Plan or any Offering
Period, (b) accelerate the Purchase Date of any Offering Period, (c) reduce the discount applicable in determining the Purchase Price of any Offering Period, (d) reduce the
maximum number of shares of Stock that may be purchased in any Offering Period or (e) take any combination of the foregoing actions. 



        IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the GSI Technology, Inc. 2004 Employee Stock Purchase Plan as duly adopted by
the Board on April 7, 2004. 


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Exhibit 10.5


GSI Technology, Inc. 2004 Employee Stock Purchase Plan