exv4w02



 





EXHIBIT 4.02




FLEXTRONICS INTERNATIONAL LTD.




1997 EMPLOYEE SHARE PURCHASE PLAN




As Adopted September 10, 1997




As Amended August 27, 1999, September 21, 2000, August 29, 2002, September 30,
2003, and August 4, 2004



     1. Establishment of Plan. Flextronics International Ltd. (the “Company”)
proposes to grant options for purchase of the Company’s Ordinary Shares to
eligible employees of the Company and its Participating Subsidiaries (as
hereinafter defined) pursuant to this Employee Share Purchase Plan (this
"Plan”). For purposes of this Plan, “Parent Corporation” and “Subsidiary”
(collectively, “Participating Subsidiaries”) shall have the same meanings as
“parent corporation” and “subsidiary corporation” in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code”). “Participating Subsidiaries” are Parent Corporations or Subsidiaries
that the Board of Directors of the Company (the “Board”) designates from time
to time as corporations that shall participate in this Plan. The Company
intends this Plan to qualify as an “employee stock purchase plan” under Section
423 of the Code (including any amendments to or replacements of such Section),
and this Plan shall be so construed. Any term not expressly defined in this
Plan but defined for purposes of Section 423 of the Code shall have the same
definition herein. A total of 5,400,000* Ordinary Shares of the Company are
reserved for issuance under this Plan. Such number shall be subject to
adjustments effected in accordance with Section 14 of this Plan.



     2. Purpose. The purpose of this Plan is to provide eligible employees of
the Company and Participating Subsidiaries with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employees’ sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.



     3. Administration. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer
this Plan (the “Committee”). As used in this Plan, references to the
“Committee” shall mean either such committee or the Board if no committee has
been established. Subject to the provisions of this Plan and the limitations
of Section 423 of the Code or any successor provision in the Code, all
questions of interpretation or application of this Plan shall be determined by
the Committee and its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no compensation for their
services in connection with the administration of this Plan, other than
standard fees as established from time to time by the Board for services
rendered by Board members serving on Board committees. All expenses incurred
in connection with the administration of this Plan shall be paid by the
Company.



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



           (a) employees who are not employed by the Company or Participating
Subsidiaries one month before the beginning of such Offering Period;



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



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



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









	*	 	The initial number of shares reserved for issuance was 600,000 shares.
Amendments to increase the number of shares reserved for issuance were approved
by shareholders on: August 27, 1999 (to 1,600,000 shares); September 21, 2000
(to 2,400,000 shares); August 29, 2002 (to 3,400,000 shares); September 30,
2003 (to 4,400,000 shares); and September 23, 2004 (to 5,400,000 shares). All
share numbers reflect the two-for-one stock splits effected as a bonus issue
(the Singapore equivalent of a stock dividend) paid on December 22, 1998,
December 22, 1999 and October 16, 2000.










 









 






          (e) individuals who provide services to the Company or any of its
Participating Subsidiaries as independent contractors who are reclassified as
common law employees for any purpose other than federal income and employment
tax purposes.


     5. Offering Dates. The offering periods of this Plan (each, an “Offering
Period”) shall be of six (6) months duration commencing on December 1 and June
1 of each year and ending on May 31 and November 30 of each year. Each
Offering Period shall consist of one (1) six-month purchase period (a “Purchase
Period”) during which payroll deductions of the participants are accumulated
under this Plan. The first Offering Period shall begin on December 1, 1997.
The first business day of each Offering Period is referred to as the “Offering
Date”. The last business day of each Purchase Period is referred to as the
"Purchase Date”. The Board shall have the power to change the duration of
Offering Periods or Purchase Periods with respect to offerings (and
specifically shall have the power to change the duration of Offering Periods
from six (6) months to twenty-four (24) months) without shareholder approval if
such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period or Purchase Period to be affected. The
Board may amend or terminate any Offering Period that commences after November
30, 2004, if the Board determines that a change in applicable accounting rules
or a change in applicable laws, renders an amendment or termination desirable.



     6. Participation in this Plan. Eligible employees may become
participants in an Offering Period under this Plan on the first Offering Date
after satisfying the eligibility requirements by delivering a subscription
agreement to the Company’s treasury department (the “Treasury Department”) not
later than fifteen (15) days before such Offering Date unless a later time for
filing the subscription agreement authorizing payroll deductions is set by the
Committee for all eligible employees with respect to a given Offering Period.
An eligible employee who does not deliver a subscription agreement to the
Treasury Department by such date after becoming eligible to participate in such
Offering Period shall not participate in that Offering Period or any subsequent
Offering Period unless such employee enrolls in this Plan by filing a
subscription agreement with the Treasury Department not later than fifteen (15)
days preceding a subsequent Offering Date. Once an employee becomes a
participant in an Offering Period, such employee will automatically participate
in the Offering Period commencing immediately following the last day of the
prior Offering Period unless the employee withdraws from this Plan or
terminates further participation in the Offering Period as set forth in Section
11 below. Such participant is not required to file any additional subscription
agreement in order to continue participation in this Plan.



     7. Grant of Option on Enrollment. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to purchase on
the Purchase Date up to that number of whole Ordinary Shares of the Company
determined by dividing (a) the amount accumulated in such employee’s payroll
deduction account during such Purchase Period by (b) the lower of (i)
eighty-five percent (85%) of the fair market value of an Ordinary Share of the
Company on the Offering Date (but in no event less than the par value of the
Company’s Ordinary Shares), or (ii) eighty-five percent (85%) of the fair
market value of an Ordinary Share of the Company on the Purchase Date (but in
no event less than the par value of the Company’s Ordinary Shares) and rounding
down to the nearest whole number, provided, however, that the number of
Ordinary Shares of the Company subject to any option granted pursuant to this
Plan shall not exceed the lesser of (a) the maximum number of shares set by the
Committee pursuant to Section 10(c) below with respect to the applicable
Purchase Date, or (b) the maximum number of shares which may be purchased
pursuant to Section 10(b) below with respect to the applicable Purchase Date.
The fair market value of the Company’s Ordinary Shares shall be determined as
provided in Section 8 hereof.



     8. Purchase Price. The purchase price per share at which an Ordinary
Share of the Company will be sold in any Offering Period shall be eighty-five
percent (85%) of the lesser of:



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



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



           Notwithstanding the foregoing, in no event may the purchase price of an
Ordinary Share of the Company be less than the par value. For purposes of this
Plan, the term “Fair Market Value” means, as of any date, the value of an
Ordinary Share of the Company determined as follows:



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	(a)	 	if such Ordinary Shares are then quoted on the
Nasdaq National Market, the closing price on the Nasdaq
National Market on the date of determination as reported in The
Wall Street Journal;






	(b)	 	if such Ordinary Shares are publicly traded and are
then listed on a national securities exchange, the closing
price on the date of determination on the principal national
securities exchange on which the Ordinary Shares are listed or
admitted to trading as reported in The Wall Street Journal;






	(c)	 	if such Ordinary Shares are publicly traded but are
not quoted on the Nasdaq National Market nor listed or admitted
to trading on a national securities exchange, the average of
the closing bid and asked prices on the date of determination
as reported in The Wall Street Journal;






	(d)	 	if none of the foregoing is applicable, by the Board in good faith.





     9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of
Shares.



           (a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Offering Period. The deductions are made as a
percentage of the participant’s compensation in one percent (1%) increments not
less than two percent (2%), nor greater than ten percent (10%) or such lower
limit set by the Committee. Compensation shall mean base salary, overtime pay,
commissions, bonuses, and shift premiums not to exceed $250,000 per year,
provided however, that for purposes of determining a participant’s base salary,
any election by such participant to reduce his or her regular cash remuneration
under Sections 125 or 401(k) of the Code shall be treated as if the participant
did not make such election. Payroll deductions shall commence on the first
payday following the Offering Date and shall continue to the end of the
Offering Period unless sooner altered or terminated as provided in this Plan.



           (b) A participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Treasury Department a
new authorization for payroll deductions, in which case the new rate shall
become effective for the next payroll period commencing more than fifteen (15)
days after the Treasury Department’s receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below. Such change in the rate of payroll deductions may be made at any time
during an Offering Period, but not more than one (1) change may be made
effective during any Offering Period. A participant may increase or decrease
the rate of payroll deductions for any subsequent Offering Period by filing
with the Treasury Department a new authorization for payroll deductions not
later than fifteen (15) days before the beginning of such Offering Period.



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



           (d) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the
participant wishes to withdraw from that Offering Period under this Plan and
have all payroll deductions accumulated in the account maintained on behalf of
the participant as of that date returned to the participant, the Company shall
apply the funds then in the participant’s account to the purchase of whole
Ordinary Shares of the Company reserved under the option granted to such
participant with respect to the Offering Period to the extent that such option
is exercisable on the Purchase Date. The purchase price per share shall be as
specified in Section 8 of this Plan. Any cash remaining in a participant’s
account after such purchase of shares shall be refunded to such participant in
cash, without interest; provided, however that any amount remaining in such
participant’s account on a Purchase Date which is less than the amount
necessary to purchase a full Ordinary Share of the Company shall be carried
forward, without interest, into the next Purchase Period or Offering Period, as
the case may be. In the event that this Plan has been oversubscribed, all
funds not used to purchase shares on the Purchase Date shall be returned to the
participant, without interest. No Ordinary Shares shall be purchased on a
Purchase Date on behalf of any employee whose participation in this Plan has
terminated prior to such Purchase Date.



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           (e) As promptly as practicable after the Purchase Date, the Company shall
issue shares for the participant’s benefit representing the shares purchased
upon exercise of his or her option.



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



     10. Limitations on Shares to be Purchased.



           (a) No participant shall be entitled to purchase shares under this Plan
at a rate which, when aggregated with his or her rights to purchase shares
under all other employee share purchase plans of the Company or any Subsidiary,
exceeds $25,000 in fair market value, determined as of the Offering Date (or
such other limit as may be imposed by the Code) for each calendar year in which
the employee participates in this Plan.



           (b) No more than two hundred percent (200%) of the number of shares
determined by using eighty-five percent (85%) of the fair market value of an
Ordinary Share of the Company on the Offering Date as the denominator may be
purchased by a participant on any single Purchase Date.



           (c) No participant shall be entitled to purchase more than the Maximum
Share Amount (as defined below) on any single Purchase Date. Not less than
thirty (30) days prior to the commencement of any Offering Period, the
Committee may, in its sole discretion, set a maximum number of shares which may
be purchased by any employee at any single Purchase Date (hereinafter the
"Maximum Share Amount”). Until otherwise determined by the Committee, there
shall be no Maximum Share Amount. In no event shall the Maximum Share Amount,
if any, exceed the amounts permitted under Section 10(b) above. If a new
Maximum Share Amount is set, then all participants must be notified of such
Maximum Share Amount prior to the commencement of the next Offering Period.
Once the Maximum Share Amount is set, it shall continue to apply with respect
to all succeeding Purchase Dates and Offering Periods unless revised by the
Committee as set forth above.



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



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



     11. Withdrawal.



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



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



           (c) If the purchase price on the first day of any current Offering Period
in which a participant is enrolled is higher than the purchase price on the
first day of any subsequent Offering Period, the Company will automatically
enroll such participant in the subsequent Offering Period. Any funds
accumulated in a participant’s account prior to the first day of such
subsequent Offering Period will be applied to the purchase of shares on the
Purchase Date immediately prior



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     to the first day of such subsequent Offering Period. A participant does not
need to file any forms with the Company to automatically be enrolled in the
subsequent Offering Period



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



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



     14. Capital Changes. Subject to any required action by the shareholders
of the Company, the number of Ordinary Shares covered by each option under this
Plan which has not yet been exercised and the number of Ordinary Shares which
have been authorized for issuance under this Plan but have not yet been placed
under option (collectively, the “Reserves”), as well as the price of each
Ordinary Share covered by each option under this Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in
the number of issued and outstanding Ordinary Shares of the Company resulting
from a stock split or the payment of a stock dividend (but only on the Ordinary
Shares) or any other increase or decrease in the number of issued and
outstanding Ordinary Shares effected without receipt of any consideration by
the Company; provided, however, that (a) conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration” and (b) no such adjustment shall be made if as a
result, the purchase price for each Ordinary Share shall fall below the par
value thereof and if such adjustment would but for this paragraph (b) result in
the purchase price being less than the par value of an Ordinary Share, the
purchase price payable shall be the par value of an Ordinary Share. Such
adjustment shall be made by the Committee, whose determination shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Ordinary Shares subject to an option.



     In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee. The
Committee may, in the exercise of its sole discretion in such instances,
declare that the options under this Plan shall terminate as of a date fixed by
the Committee and give each participant the right to exercise his or her option
as to all of the optioned shares, including shares which would not otherwise be
exercisable. In the event of (i) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the shareholders of the Company or their relative share holdings and the
options under this Plan are assumed, converted or replaced by the successor
corporation, which assumption will be binding on all participants), (ii) a
merger in which the Company is the surviving corporation but after which the
shareholders of the Company immediately prior to such merger (other than any
shareholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other
equity interest in the Company, (iii) the sale of substantially all of the
assets of the Company, or (iv) the acquisition, sale, or transfer of more than
50% of the outstanding shares of the Company by tender offer or similar
transaction, each option under this Plan may be assumed or an equivalent option
may be substituted by such successor corporation or a parent or subsidiary of
such successor corporation. In the event such surviving corporation refuses to
assume or substitute options under this Plan, (i) this Plan will terminate upon
the consummation of such transaction, unless otherwise provided by the
Committee, and (ii) the Committee may declare that the options under this Plan
shall terminate as of a date fixed by the Committee, and give each Participant
the right to exercise such participant’s option as to all of the optioned
shares. If the Committee makes an option fully exercisable in the event of a
merger, consolidation or sale of assets, the Committee shall notify the
participant that the option shall be fully exercisable for a certain period,
and the option and this Plan will terminate upon the expiration of such period.



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     The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the
price per share of Ordinary Shares covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of its outstanding Ordinary
Shares, or in the event of the Company being consolidated with or merged into
any other corporation, provided however, that no such adjustment shall be made
if as a result, the purchase price for each Ordinary Share would fall below the
par value thereof and if such adjustment would result in the purchase price
being less than the par value of an Ordinary Share, the purchase price payable
shall be the par value of an Ordinary Share.



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



     16. Reports. Individual accounts will be maintained for each participant
in this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.



     17. Notice of Disposition. Each participant shall notify the Company if
the participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within two (2) years from the
Offering Date or within one (1) year from the Purchase Date on which such
shares were purchased (the “Notice Period”). Unless such participant is
disposing of any of such shares during the Notice Period, such participant
shall keep the certificates representing such shares in his or her name (and
not in the name of a nominee) during the Notice Period. The Company may, at
any time during the Notice Period, place a legend or legends on any certificate
representing shares acquired pursuant to this Plan requesting the Company’s
transfer agent to notify the Company of any transfer of the shares. The
obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on the certificates.



     18. No Rights to Continued Employment. Neither this Plan nor the grant
of any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Participating Subsidiary, or restrict the right of
the Company or any Participating Subsidiary to terminate such employee’s
employment.



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



     20. Notices. All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.



     21. Term; Shareholder Approval. This Plan will become effective on the
date that it is adopted by the Board. This Plan shall be approved by the
shareholders of the Company, in any manner permitted by applicable corporate
law, within twelve (12) months before or after the date this Plan is adopted by
the Board. No purchase of shares pursuant to this Plan shall occur prior to
such shareholder approval. This Plan shall continue until the earlier to occur
of (a) termination of this Plan by the Board (which termination may be effected
by the Board at any time), (b) issuance of all of the Ordinary Shares reserved
for issuance under this Plan, or (c) ten (10) years from the adoption of this
Plan by the Board.



     22. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, the rules and regulations promulgated thereunder, and the



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requirements of any stock exchange or automated quotation system upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     23. Applicable Law. The Plan shall be governed by the substantive laws
of Singapore.



     24. Amendment or Termination of this Plan. The Board may at any time
amend, terminate or extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any participant, nor may any amendment be made
without approval of the shareholders of the Company obtained in accordance with
Section 21 hereof within twelve (12) months of the adoption of such amendment
(or earlier if required by Section 21) if such amendment would:



           (a) increase the number of shares that may be issued under this Plan; or



           (b) change the designation of the employees (or class of employees)
eligible for participation in this Plan.




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Flextronics International, Ltd.

Employee Share Purchase Plan

ENROLLMENT FORM/PAYROLL DEDUCTION CHANGE/ NOTICE OF WITHDRAWAL




Personal Information



	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 	 	

	

	 	Last
	 	First
	 	Middle	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 	 	

	 
	 	 	 	 	 	 	 	 
	 	 	








	 	 	 	 	 	 	 
	Social Security Number:

	 	 	 	Date of Birth	 	 
	

	 	

	 	 	 	








			
	 	 	 
	Purchase Agreement
	 	Purchase Period Beginning June       Dec     









	o	 	I hereby elect to enroll in the Flextronics International, LTD. (the
“Company”) 1997 Employee Share Purchase Plan (the “Plan”) and subscribe
to purchase shares of the Company’s Common Stock in accordance with the
Plan. I understand that my payroll deductions will be effective for any
successive Purchase Periods unless I submit a Notice of Withdrawal. I
have received a copy of the Company’s most recent Prospectus, which
describes the Plan and the most recent 10K report. I understand that my
participation is in all respects subject to the terms of the Plan. I
understand that the Company has the right, exercisable in its sole
discretion, to amend, or terminate the Plan at any time. Should the
Company elect to terminate the Plan, I shall have no further rights to
purchase Common Stock pursuant to this Agreement. I hereby authorize
payroll deductions from each paycheck in that percentage as shown below.
	 
	 	 	% of Payroll Deduction:      2      3      4      5      6      7      8      9      10





			
	 	 	 
	Payroll Deduction Change
	 	Purchase Period Beginning June       Dec     









	o	 	I hereby elect to change my payroll deduction to the percentage shown
below. I understand that I may only decrease my rate (including to
zero) once during a Purchase Period and that I may only increase my rate
to be effective at the start of the next Offering Period. I understand
that this form must be received by the Company on or before the Deadline
Date immediately preceding each Purchase Date.
	 
	 	 	% of Payroll Deduction:      2      3      4      5      6      7      8      9      10





			
	 	 	 
	Notice of Withdrawal
	 	Purchase Period Beginning June       Dec     









	o	 	I hereby elect to withdrawal from the Plan. I understand that I will not
be able to enroll in the Plan until the next offering period and that it
will be necessary to complete a new Enrollment Form. All contributions
not used to purchase stock will be refunded to me as soon as reasonably
possible. This form must be received by the Company on or before the
Deadline Date immediately preceding a Purchase Date.





Beneficiary Designation (optional)



	 	 	 	 	 	 	 	 	 
	 

	 	Beneficiary
	 	 	 	Relationship of Beneficiary	 	 
	

	 	 	 	

	 	 	 	








Signature



	 	 	 	 	 
	

	 	Date	 	 
	


	 	 	 	

	Employee Signature