exv10w2



 




Exhibit 10.2




WESTERN DIGITAL CORPORATION




2005 EMPLOYEE STOCK PURCHASE PLAN



     
The Western Digital Corporation 2005 Employee Stock Purchase
Plan (the “Plan”) shall be established and operated in
accordance with the following terms and provisions.



     
1.     Definitions.



     
As used in the Plan the following terms shall have the meanings
set forth below:






		
	 	     
    (a) “Board” means the Board of Directors
    of the Company.
	 
	 	     
    (b) “Code” means the Internal Revenue Code
    of 1986, as amended.
	 
	 	     
    (c) “Committee” means the committee
    appointed by the Board to administer the Plan as described in
    Section 4 below.
	 
	 	     
    (d) “Common Stock” means the common stock,
    $0.01 par value, of the Company.
	 
	 	     
    (e) “Company” means Western Digital
    Corporation, a Delaware corporation.
	 
	 	     
    (f) “Continuous Employment” means the
    absence of any interruption or termination of service as an
    Employee with the Company and/or its Participating Subsidiaries.
    Continuous Employment shall not be considered interrupted in the
    case of a leave of absence agreed to in writing by the Company,
    provided that such leave is for a period of not more than
    90 days or reemployment upon the expiration of such leave
    is guaranteed by contract or statute. If a Participating
    Subsidiary ceases to be a Subsidiary, each person employed by
    that Subsidiary will be deemed to have had a break in Continuous
    Employment for purposes of the Plan at the time the
    Participating Subsidiary ceased to be a Subsidiary, unless such
    person continues as an Employee in respect of another Company
    entity.
	 
	 	     
    (g) “Eligible Compensation” means, with
    respect to each Participant for each pay period, the full salary
    and wages paid to such Participant by the Company or a
    Participating Subsidiary, including commissions, bonuses (to the
    extent not excluded below), overtime pay and shift
    differentials. Except as otherwise determined by the Committee,
    “Eligible Compensation” does not include






		
	 	     
    (i) any amounts contributed by the Company or a
    Participating Subsidiary to any pension plan or plan of deferred
    compensation,
	 
	 	     
    (ii) any automobile or relocation allowances (or
    reimbursement for any such expenses),
	 
	 	     
    (iii) any amounts paid as a starting bonus or finder’s
    fee,
	 
	 	     
    (iv) any amounts realized from the exercise of qualified or
    non-qualified stock options, or
	 
	 	     
    (v) any amounts paid by the Company or a Participating
    Subsidiary for other fringe benefits, such as health and
    welfare, hospitalization and group life insurance benefits, or
    perquisites, or paid in lieu of such benefits, such as cash-out
    of credits generated under a plan qualified under Code
    Section 125.






		
	 	     
    (h) “Eligible Employee” means an Employee
    who is






		
	 	     
    (i) customarily employed for at least twenty
    (20) hours per week and more than five months in a calendar
    year, and
	 
	 	     
    (ii) eligible to participate in the Plan as described in
    Section 5 below.






		
	 	     
    If any person is (a) an Employee due to any classification
    or reclassification of the person as an employee or common-law
    employee of the Company or one of its Participating Subsidiaries
    by reason of action taken by any tax or other governmental
    authority, or (b) an Employee who has a written employment
    agreement providing that the Employee shall not participate in
    the Plan until at least two



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    (2) years of Continuous Employment, then such Employee must
    be employed for at least two (2) years by the Company or
    one of its Participating Subsidiaries as well as meet the
    criteria set forth above in subsections (i) and
    (ii) in order to be an Eligible Employee.
	 
	 	     
    (i) “Employee” means each person currently
    employed by the Company or one of its Participating
    Subsidiaries. It shall not include any person who is recorded on
    the books and records of the Company or one of its Participating
    Subsidiaries as an independent contractor or consultant or a
    worker provided by a temporary staffing agency.
	 
	 	     
    (j) “Enrollment Date” means the first day
    of each Offering Period.
	 
	 	     
    (k) “Exercise Date” means one or more
    dates during an Offering Period, as established by the Committee
    in accordance with Section 6 hereof, on which options to
    purchase Common Stock granted under the Plan shall be exercised
    as provided in Section 11 hereof.
	 
	 	     
    (l) “Exercise Period” means one or more
    periods during an Offering Period, the duration of which shall
    be established by the Committee in accordance with
    Section 6 hereof, during which payroll deductions are
    accumulated for purposes of purchasing Common Stock under the
    Plan on each Exercise Date.
	 
	 	     
    (m) “Exercise Price” means the price per
    share of shares offered in a given Offering Period determined as
    provided in Section 10 below.
	 
	 	     
    (n) “Fair Market Value” means, with
    respect to a share of Common Stock as of any Enrollment Date or
    Exercise Date (or New Exercise Date, as the case may be), the
    closing price of such Common Stock on the New York Stock
    Exchange on such date, as reported in The Wall Street Journal.
    In the event that such a closing price is not available for an
    Enrollment Date or an Exercise Date, or New Exercise Date, the
    Fair Market Value of a share of Common Stock on such date shall
    be the closing price of a share of the Common Stock on the New
    York Stock Exchange on the last business day prior to such date
    or such other amount as may be determined by the Committee by
    any fair and reasonable means.
	 
	 	     
    (o) “New Exercise Date” means the new
    exercise date set by the Board in the case of a sale of all or
    substantially all of the assets of the Company, or the merger of
    the Company with or into another corporation or other entity in
    certain circumstances as described in Section 15(b).
	 
	 	     
    (p) “Offering Period” means a period of
    time with respect to which options are granted under the Plan,
    the time and duration of which shall be established by the
    Committee in accordance with Section 6.
	 
	 	     
    (q) “Parent” means any corporation,
    domestic or foreign, which owns, directly or indirectly, not
    less than 50% of the total combined voting power of all classes
    of stock or other equity interests of the Company and that
    otherwise qualifies as a “parent corporation” within
    the meaning of Section 424(e) of the Code or any successor
    thereto.
	 
	 	     
    (r) “Participant” means an Eligible
    Employee who has elected to participate in the Plan by filing an
    enrollment agreement with the Company as provided in
    Section 7 below.
	 
	 	     
    (s) “Participating Subsidiary” means any
    Subsidiary other than a Subsidiary excluded from participation
    in the Plan by the Committee, in its sole discretion.
	 
	 	     
    (t) “Plan” means this Western Digital
    Corporation 2005 Employee Stock Purchase Plan.
	 
	 	     
    (u) “Subsidiary” means any corporation,
    domestic or foreign, of which the Company owns, directly or
    indirectly, not less than 50% of the total combined voting power
    of all classes of stock or other equity interests and that
    otherwise qualifies as a “subsidiary corporation”
    within the meaning of Section 424(f) of the Code or any
    successor thereto.




     
2.     Purpose of the
Plan.



     
The purpose of the Plan is to provide an incentive for present
and future Employees of the Company and its Participating
Subsidiaries to acquire a proprietary interest (or increase an
existing proprietary interest) in



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the Company through the purchase of Common Stock. It is the
intention of the Company that the Plan qualify as an
“employee stock purchase plan” under Section 423
of the Code. Accordingly, the provisions of the Plan shall be
administered, interpreted and construed in a manner consistent
with the requirements of that section of the Code.



     
3.     Shares Reserved for the
Plan.



     
(a) There shall be reserved for issuance and purchase by
Participants under the Plan an aggregate of
5,000,000 shares of Common Stock, subject to adjustment as
provided in Section 15 below. Shares of Common Stock
subject to the Plan may be newly issued shares or shares
reacquired in private transactions or open market purchases. If
and to the extent that any right to purchase reserved shares
shall not be exercised by any Participant for any reason or if
such right to purchase shall terminate as provided herein,
shares that have not been so purchased hereunder shall again
become available for the purposes of the Plan unless the Plan
shall have been terminated, but all shares sold under the Plan,
regardless of source, shall be counted against the limitation
set forth above.



     
(b) From time to time and without shareholder approval, the
Committee may fix a maximum limit on the number of shares that
may be acquired by any individual during an Exercise Period
under the Plan, which limit shall be effective no earlier than
the first Offering Period that commences after the determination
of such limit by the Committee; provided, however, that any
adjustment to such limit pursuant to Section 15 shall apply
to any Exercise Period in progress at the time such adjustment
is made.



     
4.     Administration of the
Plan.



     
(a) The Plan shall be administered by a Committee appointed
by, and which shall serve at the pleasure of, the Board. The
Committee shall consist of two or more directors, each of whom
is a “Non-Employee Director” within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, as such rule may be amended from time to time.
The Committee shall have authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to
the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan, all of which
actions and determinations shall be final, conclusive and
binding on all persons.



     
(b) The Committee may request advice or assistance or
employ such other persons as it in its absolute discretion deems
necessary or appropriate for the proper administration of the
Plan, including, but not limited to employing a brokerage firm,
bank or other financial institution to assist in the purchase of
shares, delivery of reports or other administrative aspects of
the Plan.



     
(c) Neither the Board nor any Committee, nor any member
thereof or person acting at the direction thereof, shall be
liable for any act, omission, interpretation, construction or
determination made in good faith in connection with the Plan,
and all such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation,
attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors and
officers liability insurance coverage that may be in effect from
time to time.



     
5.     Eligibility to Participate
in the Plan.



     
Subject to limitations imposed by Section 423(b) of the
Code, any Eligible Employee who is employed by the Company or a
Participating Subsidiary on an Enrollment Date shall be eligible
to participate in the Plan for the Offering Period beginning on
that Enrollment Date.



     
6.     Offering Periods.



     
During the term of the Plan, the Company will grant options to
purchase shares of Common Stock in each Offering Period to all
Participants in that Offering Period. The Committee shall
determine from time to time, subject to the requirements of
Section 423 of the Code and no later than the first
Offering Period to commence under the Plan, when Offering
Periods will be offered during the term of the Plan and shall
establish the Enrollment Date(s), the number and duration of the
Exercise Period(s), and the Exercise Date(s) for such Offering
Period(s), which determinations shall be effective no later than
the first Offering



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Period that commences after they are made by the Committee and
provided, however, that no Offering Period may exceed
twenty-four (24) months in duration. To the extent
consistent with Section 423 of the Code, the Committee may
provide for a new Offering Period to commence prior to the
termination of one or more preceding Offering Periods.



     
7.     Election to Participate in
the Plan.



     
(a) Each Eligible Employee may elect to participate in an
Offering Period by completing an enrollment agreement on a form
approved by and in a manner prescribed by the Committee (or its
delegate) or, if the Committee does not require enrollment
forms, by otherwise completing such enrollment procedures as the
Committee may prescribe. Such agreement must be filed with the
Company or such other procedures must be completed, as
applicable, prior to the applicable Enrollment Date, unless the
Committee establishes an earlier deadline for filing the
enrollment form for all Eligible Employees with respect to a
given Offering Period. An Eligible Employee may participate in
an Offering Period only if, as of the Enrollment Date of such
Offering Period, such Eligible Employee is not participating in
any prior Offering Period which is continuing at the time of
such proposed enrollment.



     
(b) Payroll deductions for a Participant shall commence on
the first payroll date on or following the Enrollment Date and
shall end on the last payroll date in the Offering Period to
which such authorization is applicable, unless sooner terminated
by the Participant as provided in Section 12.



     
(c) Unless a Participant elects otherwise prior to the
Enrollment Date of the immediately succeeding Offering Period,
an Eligible Employee who is participating in an Offering Period
as of the last Exercise Date of such Offering Period (the
“Prior Offering Period”) shall be deemed (i) to
have elected to participate in the immediately succeeding
Offering Period and (ii) to have authorized the same
payroll deduction for such immediately succeeding Offering
Period as was in effect for such Participant immediately prior
to the expiration or termination of the Prior Offering Period.



     
(d) In its discretion, the Committee may determine (with
such determination to be effective no earlier than the first
Offering Period that commences after such determination by the
Committee) that the participation of all Participants on an
Exercise Date in an Offering Period that includes more than one
Exercise Period shall terminate and such Participants shall be
enrolled in a new Offering Period commencing immediately
following such Exercise Date if, during such Offering Period,
the Fair Market Value determined as of such Exercise Date within
such Offering Period is lower than the Fair Market Value
determined as of the Enrollment Date of such Offering Period. In
such event, each of such Participants shall be deemed for
purposes of this Plan (i) to have elected to participate in
such new Offering Period, and (ii) to have authorized the
same payroll deduction for such new Offering Period as was in
effect for such Participant immediately prior to the Termination
Date.



     
8.     Payroll Deductions.



     
(a) All Participant contributions to the Plan shall be made
only by payroll deductions. At the time a Participant files the
enrollment agreement with respect to an Offering Period, the
Participant shall authorize payroll deductions to be made on
each payroll date during the Offering Period in an amount up to
10% (or such other limit as the Committee may establish prior to
the start of the applicable Offering Period) of the Eligible
Compensation which the Participant receives on each payroll date
during such Offering Period. The Committee also may prescribe
other limits, rules or procedures for payroll deductions. Unless
otherwise provided by the Committee, the amount of such payroll
deductions shall be a whole percentage (i.e., 1%, 2%, 3%, etc.)
of the Participant’s Eligible Compensation.



     
(b) All payroll deductions made for a Participant shall be
deposited in the Company’s general corporate account and
shall be credited to the Participant’s account under the
Plan. No interest shall accrue or be credited with respect to
the payroll deductions of a Participant under the Plan. A
Participant may not make any additional payments into such
account. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate
such payroll deductions.



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(c) A Participant may discontinue participation in the Plan
as provided in Section 12. Unless otherwise provided by the
Committee in advance of an Offering Period, a Participant may at
any time during the Offering Period (but no more than four times
in any calendar year) reduce or increase (subject to the
limitations of Section 8(a) above) the rate of his or her
payroll deductions by completing and filing with the Company a
change notice in the form provided by the Company. Any such
reduction in the rate of a Participant’s payroll deductions
shall be effective as of the pay period specified by the
Participant in the Participant’s change notice, but in no
event sooner than the first pay period ending more than fifteen
(15) days after the Participant files the change notice
with the Company. Any such increase in the rate of a
Participant’s payroll deductions shall be effective as of
the first date of the next Exercise Period within such Offering
Period.



     
9.     Grant of Options.



     
(a) On the Enrollment Date of each Offering Period, subject
to the limitations set forth in Sections 3, 9(b) and
17 hereof, each Participant shall be granted an option to
purchase on each Exercise Date during such Offering Period up to
a number of shares of the Common Stock determined by dividing
such Participant’s payroll deductions accumulated during
the Exercise Period ending on such Exercise Date by the Exercise
Price for such Exercise Period (determined as provided in
Section 10 below), provided that the number of shares
subject to the option shall not exceed five (5) times the
number of shares determined by dividing (i) 10% (or such
other maximum limit on a Participant’s payroll deductions
for the Offering Period as the Committee may establish pursuant
to Section 8(a)) of the Participant’s Eligible
Compensation over the Offering Period (determined based upon the
Participant’s rate of Eligible Compensation in effect as of
the Enrollment Date), by (ii) the Fair Market Value of a
share of the Common Stock on the Enrollment Date multiplied by
the percentage (not less than 85%) used to calculate the
Exercise Price for that Offering Period.



     
(b) Notwithstanding any provision of the Plan to the
contrary, no Participant shall be granted an option under the
Plan (i) if, immediately after the grant, such Participant
(or any other person whose stock would be attributed to such
Participant pursuant to Section 424(d) of the Code) would
own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or of any Parent or
any Subsidiary of the Company, or (ii) which permits such
Participant’s rights to purchase stock under all employee
stock purchase plans of the Company, its Subsidiaries and any
Parent to accrue at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time such option is
granted) for each calendar year in which such option is
outstanding at any time.



     
10.     Exercise Price.



     
The Committee shall establish from time to time (but no later
than the first Offering Period to commence under the Plan) the
method for determining the Exercise Price for each Offering
Period under the Plan in accordance with this Section 10,
which determination shall be effective no earlier than the first
Offering Period that commences after such determination is made
by the Committee. In making its determination, the Committee may
provide that the Exercise Price for an Offering Period shall be
determined by applying a discount amount (not to exceed 15%) to
either (1) the Fair Market Value of a share of Common Stock
on the Enrollment Date of such Offering Period, or (2) the
Fair Market Value of a share of Common Stock on the applicable
Exercise Date, or (3) the lesser of the Fair Market
Value of a share on the Enrollment Date of such Offering Period
or the Fair Market Value of a share on the applicable Exercise
Date. Notwithstanding anything to the contrary in the preceding
provisions of this Section 10, in no event shall the
Exercise Price per share be less than the par value of a share
of Common Stock.



     
11.     Exercise of
Options.



     
Unless a Participant withdraws from the Plan as provided in
Section 12, the Participant’s option for the purchase
of shares will be exercised automatically on each Exercise Date
of the Offering Period, and the maximum number of full shares
subject to option will be purchased for the Participant at the
applicable Exercise Price with the accumulated payroll
deductions in the Participant’s account. Any amount
remaining in the Participant’s account after an Exercise
Date that is not sufficient to purchase a whole share shall be
held



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in the account until the next Exercise Date in such Offering
Period, unless the Offering Period has been over-subscribed or
has terminated with such Exercise Date, in which event (or in
the event any other applicable Plan limit has been exceeded by
that Participant in that Offering Period) such amount shall be
refunded to the Participant.



     
12.     Withdrawal; Termination
of Employment.



     
(a) A Participant may withdraw all but not less than all of
the payroll deductions credited to the Participant’s
account under the Plan at any time by giving written notice to
the Company. All of the Participant’s payroll deductions
credited to the Participant’s account will be paid to him
or her promptly after receipt of the Participant’s notice
of withdrawal, the Participant’s participation in the Plan
will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made. Payroll
deductions will not resume on behalf of a Participant who has
withdrawn from the Plan unless written notice is delivered to
the Company within the open enrollment period preceding the
commencement of an Exercise Period directing the Company to
resume payroll deductions.



     
(b) Upon termination of the Participant’s Continuous
Employment prior to the Exercise Date of an Offering Period for
any reason, including retirement or death, the payroll
deductions credited to the Participant’s account will be
returned to the Participant or, in the case of death, to the
Participant’s estate, and the Participant’s options to
purchase shares under the Plan will be automatically terminated.



     
(c) In the event a Participant fails to maintain Continuous
Employment for at least twenty (20) hours per week during
an Offering Period, the Participant will be deemed to have
elected to withdraw from the Plan, the payroll deductions
credited to the Participant’s account will be returned to
the Participant, and the Participant’s options to purchase
shares under the Plan will be terminated.



     
(d) A Participant’s withdrawal from an Offering Period
will not have any effect upon the Participant’s eligibility
to participate in a succeeding Offering Period or in any similar
plan which may hereafter be adopted by the Company.



     
13.     Transferability.



     
Neither payroll deductions credited to a Participant’s
account nor options to purchase Common Stock granted under the
Plan may be transferred, assigned, pledged or otherwise disposed
of by a Participant other than by will or the laws of descent
and distribution. Options granted under the Plan are exercisable
during a Participant’s lifetime only by the Participant.



     
14.     Reports.



     
Individual accounts will be maintained for each Participant in
the Plan. Statements of account will be given to Participants
promptly following each Exercise Date, which statements will set
forth the amounts of payroll deductions, the per share purchase
price, the number of shares purchased and the remaining cash
balance, if any.



     
15.     Adjustments Upon Changes
in Capitalization.



     
(a) If the outstanding shares of Common Stock are increased
or decreased, or are changed into or are exchanged for a
different number or kind of shares, as a result of one or more
reorganizations, restructurings, recapitalizations,
reclassifications, stock splits, reverse stock splits, stock
dividends or any similar unusual or extraordinary corporate
transaction, appropriate adjustment shall be made in the number
and/or kind of shares, and the Exercise Price thereof, which may
be issued in the aggregate and to any Participant upon exercise
of options granted under the Plan.



     
(b) In the event of the proposed dissolution or liquidation
of the Company, each Offering Period then in progress will
terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee. In the event
of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another
corporation or entity, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such
successor corporation or entity or a parent or subsidiary of
such successor corporation or entity, unless the Committee
determines, in the exercise



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of its sole discretion and in lieu of such assumption or
substitution, that the Participants shall have the right to
exercise the option as to all of the optioned stock. If the
Committee makes an option fully exercisable under these
circumstances in lieu of assumption or substitution, each
Offering Period then in progress shall be shortened and a new
Exercise Date shall be set (the “New Exercise
Date”), as of which date any Offering Period then in
progress will terminate. The New Exercise Date shall be on or
before the date of consummation of the transaction and the
Committee shall notify each participant in writing, at least ten
(10) days prior to the New Exercise Date, that the Exercise
Date for his or her option has been changed to the New Exercise
Date and that his or her option will be exercised automatically
on the New Exercise Date, unless prior to such date he or she
has withdrawn from the Offering Period as provided in
Section 12. The Exercise Price on the New Exercise Date
shall be determined as provided in Section 10 hereof, and
for purposes of determining such Exercise Price, the New
Exercise Date shall be treated as the “Exercise Date.”



     
(c) In all cases, the Committee shall have full discretion
to exercise any of the powers and authority provided under this
Section 15, and the Committee’s actions hereunder
shall be final and binding on all Participants. No fractional
shares of stock shall be issued under the Plan pursuant to any
adjustment authorized under the provisions of this
Section 15.



     
16.     Amendment of the
Plan.



     
The Board may at any time, or from time to time, amend or
suspend the Plan, in whole or in part and without notice;
provided, however, that the Plan may not be amended in any way
that will cause rights issued under the Plan to fail to meet the
requirements for employee stock purchase plans as defined in
Section 423 of the Code or any successor thereto,
including, without limitation, shareholder approval if required.
No options may be granted during any suspension of the Plan or
after a termination of the Plan pursuant to Section 17(b)
below, but the Committee will retain jurisdiction as to options
then outstanding in accordance with the terms of the Plan. No
amendment, suspension or termination pursuant to this
Section 16 or Section 17 shall, without written
consent of the Participant, affect in any manner materially
adverse to the Participant any right or benefits of such
Participant or obligations of the Company under any option
granted under the Plan prior to the effective date of such
change; provided that the Board may amend, suspend or terminate
the Plan as to any outstanding options granted under the Plan
for an Offering Period, effective as of any Exercise Date within
that Offering Period, without the consent of the Participants to
whom such options were granted. In no event shall changes
contemplated by Section 7(d) or Section 15 be deemed
to constitute changes or amendments requiring Participant
consent.



     
17.     Termination of the
Plan.



     
The Plan and all rights of Employees hereunder shall terminate:






		
	 	     
    (a) on the Exercise Date that Participants would become
    entitled to purchase a number of shares greater than the number
    of reserved shares remaining available for purchase under the
    Plan if the final sentence in this Section 17 were not
    applied; or
	 
	 	     
    (b) at any time, at the discretion of the Board.



     
In the event that the Plan terminates under circumstances
described in Section 17(a) above, reserved shares remaining
as of the termination date shall be sold to Participants on a
pro rata basis.



     
18.     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.



     
19.     Shareholder
Approval.



     
Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve months before or after
the date the Plan is adopted. If such shareholder approval is
obtained at a duly held shareholders’ meeting, it may be
obtained by the affirmative vote of the holders of a majority of
the outstanding shares of the Company present or represented and
entitled to vote thereon.



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20.     Conditions Upon Issuance
of Shares.



     
(a) The Plan, the grant and exercise of options to purchase
shares of Common Stock under the Plan, and the Company’s
obligation to sell and deliver shares upon the exercise of
options to purchase shares shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to
such approvals by any regulatory or governmental agency as may,
in the opinion of counsel for the Company, be required.



     
(b) The Company may make such provisions as it deems
appropriate for withholding by the Company pursuant to federal
or state income tax laws of such amounts as the Company
determines it is required to withhold in connection with the
purchase or sale by a Participant of any Common Stock acquired
pursuant to the Plan. The Company may require a Participant to
satisfy any relevant tax requirements before authorizing any
issuance of Common Stock to such Participant.



     
21.     Employees’
Rights.



     
(a) Nothing in the Plan (or in any other document related
to the Plan) will confer upon any Eligible Employee or
Participant any right to continue in the employ or other service
of the Company or any Subsidiary, constitute any contract or
agreement of employment or other service or affect an
employee’s status as an employee at will, nor shall
interfere in any way with the right of the Company or any
Subsidiary to change such person’s compensation or other
benefits or to terminate his or her employment or other service,
with or without cause. Nothing contained in this
Section 21(a), however, is intended to adversely affect any
express independent right of any such person under a separate
employment or service contract.



     
(b) No Participant or other person will have any right,
title or interest in any fund or in any specific asset
(including shares of Common Stock) of the Company or any
Subsidiary by reason of any option hereunder. Neither the
provisions of the Plan (or of any other document related to the
Plan), nor the creation or adoption of the Plan, nor any action
taken pursuant to the provisions of the Plan will create, or be
construed to create, a trust of any kind or a fiduciary
relationship between the Company or any Subsidiary and any
Participant or other person. To the extent that a Participant or
other person acquires a right to receive payment pursuant to the
Plan, such right will be no greater than the right of any
unsecured general creditor of the Company.



     
(c) A Participant will not be entitled to any privilege of
stock ownership as to any shares of Common Stock not actually
delivered to and held of record by the Participant. No
adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to such date of
delivery.



     
22.     Miscellaneous.



     
(a) The Plan, the options granted hereunder and any other
documents related to the Plan shall be governed by, and
construed in accordance with, the laws of the State of Delaware.



     
(b) If any provision of the Plan shall be held by a court
of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of the Plan shall continue in effect.



     
(c) Captions and headings are given to the sections of the
Plan solely as a convenience to facilitate reference. Such
captions and headings shall not be deemed in any way material or
relevant to the construction of interpretation of the Plan or
any provision hereof.



     
(d) The adoption of the Plan shall not affect any other
Company or Subsidiary compensation or incentive plans in effect.
Nothing in the Plan will limit or be deemed to limit the
authority of the Board or Committee (1) to establish any
other forms of incentives or compensation for employees of the
Company or any Subsidiary (with or without reference to the
Common Stock), or (2) to grant or assume options (outside
the scope of and in addition to those contemplated by the Plan)
in connection with any proper corporate purpose; to the extent
consistent with any other plan or authority. Benefits received
by a Participant under an option granted pursuant to the Plan
shall not be deemed a part of the Participant’s
compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if
any, provided by the Company or any Subsidiary, except where the
Committee or the Board (or the Board of Directors of the
Subsidiary that sponsors such plan or arrangement, as
applicable) expressly otherwise provides or authorizes in
writing.



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