EXHIBIT 4.2


    


    
      Exhibit
        4.2

    

     

    EMTA
      HOLDINGS, INC.

    EMPLOYEE
      STOCK PURCHASE PLAN

     

     

    I.  
      PURPOSE OF THE PLAN

     

    This
      Employee Stock Purchase Plan is intended to promote the interests of EMTA
      Holdings, Inc., a Nevada corporation, by providing eligible employees with
      the
      opportunity to acquire a proprietary interest in the Corporation through
      participation in a payroll-deduction based employee stock purchase plan designed
      to qualify under Section 423 of the Code.

     

    Capitalized
      terms herein shall have the meanings assigned to such terms in the attached
      Appendix.

     

    II.  
      ADMINISTRATION OF THE PLAN

     

    The
      Plan
      Administrator shall have full authority to interpret and construe any provision
      of the Plan and to adopt such rules and regulations for administering the Plan
      as it may deem necessary in order to comply with the requirements of Section
      423
      of the Code. Decisions of the Plan Administrator shall be final and binding
      on
      all parties having an interest in the Plan.

     

    III.  
      STOCK SUBJECT TO PLAN

     

    A.  
      The stock purchasable under the Plan shall be shares of authorized but unissued
      or reacquired Common Stock, including shares of Common Stock purchased on the
      open market. The maximum number of shares of Common Stock which may be issued
      in
      the aggregate under the Plan shall not exceed Two Million (2,000,000)
      shares.

     

    B.  
      The number of shares of Common Stock available for issuance under the Plan
      shall
      automatically increase on the first trading day of each calendar year during
      the
      term of the Plan, beginning with the 2008 calendar year, by an amount equal
      to
      one-half percent (0.5%) of the shares of Common Stock outstanding on the last
      trading day of the immediately preceding calendar year, but in no event shall
      such annual increase exceed Two Hundred Fifty Thousand (250,000)
      shares.

     

    C.  
      Should any change be made to the Common Stock by reason of any stock split,
      stock dividend, recapitalization, combination of shares, exchange of shares
      or
      other change affecting the outstanding Common Stock as a class without the
      Corporation's receipt of consideration, appropriate adjustments shall be made
      to
      the maximum number and class of securities issuable in the aggregate under
      the
      Plan, (ii) the maximum number and class of securities purchasable per
      Participant and in the aggregate on any one Purchase Date and (iii) the number
      and class of securities and the price per share in effect under each outstanding
      purchase right in order to prevent the dilution or enlargement of benefits
      thereunder.

     

    IV.  
      OFFERING PERIODS

     

    A.  
      Shares of Common Stock shall be offered for purchase under the Plan through
      a
      series of successive offering periods until such time as (i) the maximum number
      of shares of Common Stock available for issuance under the Plan shall have
      been
      purchased or (ii) the Plan shall have been sooner terminated.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    B.  
      Each offering period shall be of such duration (not to exceed twenty-four (24)
      months) as determined by the Plan Administrator prior to the start date of
      such
      offering period. However, the initial offering period shall commence at the
      Effective Time and terminate on the last business day in October 2008.
      Subsequent offering periods shall commence as designated by the Plan
      Administrator.

     

    C.  
      Each
      offering period shall be comprised of a series of one or more successive
      Purchase Intervals. Purchase Intervals shall run from the first business day
      in
      November each year to the last business day in April of the subsequent year
      and
      from the first business day in May each year to the last business day in October
      of that year. However, the first Purchase Interval in effect under the
      initial offering period shall commence at the Effective Time and terminate
      on
      the last business day in April, 2008.

     

    D.  
      Should the Fair Market Value per share of Common Stock on any Purchase Date
      within an offering period be less than the Fair Market Value per share of Common
      Stock on the start date of that offering period, then that offering period
      shall
      automatically terminate immediately after the purchase of shares of Common
      Stock
      on such Purchase Date, and a new offering period shall commence on the next
      business day following such Purchase Date. The new offering period shall have
      a
      duration of twenty (24) months, unless a shorter duration is established by
      the
      Plan Administrator within five (5) business days following the start date of
      that offering period.

     

    V.  
      ELIGIBILITY

     

    A.  
      Each individual who is an Eligible Employee on the start date of an offering
      period under the Plan may enter that offering period on such start date or
      on
      any subsequent Semi-Annual Entry Date within that offering period, provided
      he
      or she remains an Eligible Employee.

     

    B.  
      Each individual who first becomes an Eligible Employee after the start date
      of
      an offering period may enter that offering period on any subsequent Semi-Annual
      Entry Date within that offering period on which he or she is an Eligible
      Employee.

     

    C.  
      The date an individual enters an offering period shall be designated his or
      her
      Entry Date for purposes of that offering period.

     

    D.  
      To participate in the Plan for a particular offering period, the Eligible
      Employee must complete the enrollment forms prescribed by the Plan Administrator
      (including a stock purchase agreement and a payroll deduction authorization)
      and
      file such forms with the Plan Administrator (or its designate) on or before
      his
      or her scheduled Entry Date.

     

    VI.  
      PAYROLL DEDUCTIONS

     

    A.  
      The payroll deduction authorized by the Participant for purposes of acquiring
      shares of Common Stock during an offering period may be any multiple of one
      percent (1%) of the Base Salary paid to the Participant during each Purchase
      Interval within that offering period, up to a maximum of fifteen percent (15%).
      The deduction rate so authorized shall continue in effect throughout the
      offering period, except to the extent such rate is changed in accordance with
      the following guidelines:

    
       

      
        
          
          

        

        
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    (i)  
      The Participant may, at any time during the offering period, reduce his or
      her
      rate of payroll deduction to become effective as soon as possible after filing
      the appropriate form with the Plan Administrator. The Participant may not,
      however, effect more than one (1) such reduction per Purchase
      Interval.

     

    (ii)  
      The Participant may, prior to the commencement of any new Purchase Interval
      within the offering period, increase the rate of his or her payroll deduction
      by
      filing the appropriate form with the Plan Administrator. The new rate (which
      may
      not exceed the fifteen percent (15%) maximum) shall become effective on the
      start date of the first Purchase Interval following the filing of such
      form.

     

    B.  
      Payroll deductions shall begin on the first pay day following the Participant's
      Entry Date into the offering period and shall (unless sooner terminated by
      the
      Participant) continue through the pay day ending with or immediately prior
      to
      the last day of that offering period. The amounts so collected shall be credited
      to the Participant's book account under the Plan, but no interest shall be
      paid
      on the balance from time to time outstanding in such account. The amounts
      collected from the Participant shall not be required to be held in any
      segregated account or trust fund and may be commingled with the general assets
      of the Corporation and used for general corporate purposes.

     

    C.  
      Payroll deductions shall automatically cease upon the termination of the
      Participant's purchase right in accordance with the provisions of the
      Plan.

     

    D.  
      The Participant's acquisition of Common Stock under the Plan on any Purchase
      Date shall neither limit nor require the Participant's acquisition of Common
      Stock on any subsequent Purchase Date, whether within the same or a different
      offering period.

     

    VII.  
      PURCHASE RIGHTS

     

    A.  
      GRANT OF PURCHASE RIGHT. A Participant shall be granted a separate purchase
      right for each offering period in which he or she participates. The purchase
      right shall be granted on the Participant's Entry Date into the offering period
      and shall provide the Participant with the right to purchase shares of Common
      Stock, in a series of successive installments over the remainder of such
      offering period, upon the terms set forth below. The Participant shall execute
      a
      stock purchase agreement embodying such terms and such other provisions (not
      inconsistent with the Plan) as the Plan Administrator may deem
      advisable.

     

    Under
      no
      circumstances shall purchase rights be granted under the Plan to any Eligible
      Employee if such individual would, immediately after the grant, own (within
      the
      meaning of Code Section 424(d)) or hold outstanding options or other rights
      to
      purchase, stock possessing five percent (5%) or more of the total combined
      voting power or value of all classes of stock of the Corporation or any
      Corporate Affiliate.

     

    B.  
      EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be automatically
      exercised in installments on each successive Purchase Date within the offering
      period, and shares of Common Stock shall accordingly be purchased on behalf
      of
      each Participant (other than Participants whose payroll deductions have
      previously been refunded pursuant to the Termination of Purchase Right
      provisions below) on each such Purchase Date. The purchase shall be effected
      by
      applying the Participant's payroll deductions for the Purchase Interval ending
      on such Purchase Date to the purchase of whole shares of Common Stock at the
      purchase price in effect for the Participant for that Purchase
      Date.

    
       

      
        
          
          

        

        
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    C.  
      PURCHASE PRICE. The purchase price per share at which Common Stock will be
      purchased on the Participant's behalf on each Purchase Date within the offering
      period shall be equal to eighty-five percent (85%) of the LOWER of (i) the
      Fair
      Market Value per share of Common Stock on the Participant's Entry Date into
      that
      offering period or (ii) the Fair Market Value per share of Common Stock on
      that
      Purchase Date.

     

    D.  
      NUMBER OF PURCHASABLE SHARES. The number of shares of Common Stock purchasable
      by a Participant on each Purchase Date during the offering period shall be
      the
      number of whole shares obtained by dividing the amount collected from the
      Participant through payroll deductions during the Purchase Interval ending
      with
      that Purchase Date by the purchase price in effect for the Participant for
      that
      Purchase Date. However, the maximum number of shares of Common Stock purchasable
      per Participant on any one Purchase Date shall not exceed Two Thousand (2,000)
      shares, subject to periodic adjustments in the event of certain changes in
      the
      Corporation's capitalization. In addition, the maximum number of shares of
      Common Stock purchasable in the aggregate by all Participants on any one
      Purchase Date under the Plan shall not exceed One Hundred Thousand (100,000)
      shares (or such other number designated by the Plan Administrator), subject
      to
      periodic adjustments in the event of certain changes in the corporation's
      capitalization.

     

    E.  
      EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to the purchase
      of
      shares of Common Stock on any Purchase Date because they are not sufficient
      to
      purchase a whole share of Common Stock shall be held for the purchase of Common
      Stock on the next Purchase Date. However, any payroll deductions not applied
      to
      the purchase of Common Stock by reason of the limitation on the maximum number
      of shares purchasable on the Purchase Date shall be promptly
      refunded.

     

    F.  
      TERMINATION OF PURCHASE RIGHT. The following provisions shall govern the
      termination of outstanding purchase rights:

     

    (i)  
      A Participant may, at any time prior to the next scheduled Purchase Date in
      the
      offering period, terminate his or her outstanding purchase right by filing
      the
      appropriate form with the Plan Administrator (or its designate), and no further
      payroll deductions shall be collected from the Participant with respect to
      the
      terminated purchase right. Any payroll deductions collected during the Purchase
      Interval in which such termination occurs shall, at the Participant's election,
      be immediately refunded or held for the purchase of shares on the next Purchase
      Date. If no such election is made at the time such purchase right is terminated,
      then the payroll deductions collected with respect to the terminated right
      shall
      be refunded as soon as possible.

     

    (ii)  
      The termination of such purchase right shall be irrevocable, and the Participant
      may not subsequently rejoin the offering period for which the terminated
      purchase right was granted. In order to resume participation in any subsequent
      offering period, such individual must re-enroll in the Plan (by making a timely
      filing of the prescribed enrollment forms) on or before his or her scheduled
      Entry Date into that offering period.

    
       

      
        
          
          

        

        
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    (iii)  
      Should the Participant cease to remain an Eligible Employee for any reason
      (including death, disability or change in status) while his or her purchase
      right remains outstanding, then that purchase right shall immediately terminate,
      and all of the Participant's payroll deductions for the Purchase Interval in
      which the purchase right so terminates shall be immediately refunded. However,
      should the Participant cease to remain in active service by reason of an
      approved unpaid leave of absence, then the Participant shall have the right,
      exercisable up until the last business day of the Purchase Interval in which
      such leave commences, to (a) withdraw all the payroll deductions collected
      to
      date on his or her behalf for that Purchase Interval or (b) have such funds
      held
      for the purchase of shares on his or her behalf on the next scheduled Purchase
      Date. In no event, however, shall any further payroll deductions be collected
      on
      the Participant's behalf during such leave. Upon the Participant's return to
      active service (i) within ninety (90) days following the commencement of such
      leave or, (ii) prior to the expiration of any longer period for which such
      Participant's right to reemployment with the Corporation is guaranteed by either
      statute or contract, his or her payroll deductions under the Plan shall
      automatically resume at the rate in effect at the time the leave began. However,
      should the Participant's leave of absence exceed ninety (90) days and his or
      her
      re-employment rights not be guaranteed by either statute or contract, then
      the
      Participant's status as an Eligible Employee will be deemed to terminate on
      the
      ninety-first (91st) day of that leave, and such Participant's purchase right
      for
      the offering period in which that leave began shall thereupon terminate. An
      individual who returns to active employment following such a leave shall be
      treated as a new Employee for purposes of the Plan and must, in order to resume
      participation in the Plan, re-enroll in the Plan (by making a timely filing
      of
      the prescribed enrollment forms) on or before his or her scheduled Entry Date
      into the offering period.

    
       

    

    G.  
      CHANGE OF CONTROL. Each outstanding purchase right shall automatically be
      exercised, immediately prior to the effective date of any Change of Control,
      by
      applying the payroll deductions of each Participant for the Purchase Interval
      in
      which such Change of Control occurs to the purchase of whole shares of Common
      Stock at a purchase price per share equal to eighty-five percent (85%) of the
      LOWER of (i) the Fair Market Value per share of Common Stock on the
      Participant's Entry Date into the offering period in which such Change of
      Control occurs or (ii) the Fair Market Value per share of Common Stock
      immediately prior to the effective date of such Change of Control. However,
      the
      applicable limitation on the number of shares of Common Stock purchasable by
      all
      Participants in the aggregate shall not apply to any such purchase.

     

    The
      Corporation shall use its best efforts to provide at least ten (10)-days prior
      written notice of the occurrence of any Change of Control, and Participants
      shall, following the receipt of such notice, have the right to terminate their
      outstanding purchase rights prior to the effective date of the Change of
      Control.

     

    H.  
      PRORATION OF PURCHASE RIGHTS. Should the total number of shares of Common Stock
      to be purchased pursuant to outstanding purchase rights on any particular date
      exceed the number of shares then available for issuance under the Plan, the
      Plan
      Administrator shall make a pro-rata allocation of the available shares on a
      uniform and nondiscriminatory basis, and the payroll deductions of each
      Participant, to the extent in excess of the aggregate purchase price payable
      for
      the Common Stock pro-rated to such individual, shall be refunded.

     

    I.  
      ASSIGNABILITY. The purchase right shall be exercisable only by the Participant
      and shall not be assignable or transferable by the Participant.

     

    J.  
      STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights with respect
      to the shares subject to his or her outstanding purchase right until the shares
      are purchased on the Participant's behalf in accordance with the provisions
      of
      the Plan and the Participant has become a holder of record of the purchased
      shares.

    
       

      
        
          
          

        

        
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    VIII.  
      ACCRUAL LIMITATIONS

     

    A.  
      No Participant shall be entitled to accrue rights to acquire Common Stock
      pursuant to any purchase right outstanding under this Plan if and to the extent
      such accrual, when aggregated with (i) rights to purchase Common Stock accrued
      under any other purchase right granted under this Plan and (ii) similar rights
      accrued under other employee stock purchase plans (within the meaning of Code
      Section 423) of the Corporation or any Corporate Affiliate, would otherwise
      permit such Participant to purchase more than Twenty-Five Thousand Dollars
      ($25,000) worth of stock of the Corporation or any Corporate Affiliate
      (determined on the basis of the Fair Market Value per share on the date or
      dates
      such rights are granted) for each calendar year such rights are at any time
      outstanding.

     

    B.  
      For purposes of applying such accrual limitations to the purchase rights granted
      under the Plan, the following provisions shall be in effect:

     

    (i)  
      The right to acquire Common Stock under each outstanding purchase right shall
      accrue in a series of installments on each successive Purchase Date during
      the
      offering period on which such right remains outstanding.

     

    (ii)  
      No right to acquire Common Stock under any outstanding purchase right shall
      accrue to the extent the Participant has already accrued in the same calendar year the right to acquire
      Common Stock under one
      (1) or more other purchase rights at a rate equal to Twenty-Five Thousand
      Dollars ($25,000) worth of Common Stock (determined on the basis of the Fair
      Market Value per share on the date or dates of grant) for each calendar year
      such rights were at any time outstanding.

     

    C.  
      If by reason of such accrual limitations, any purchase right of a Participant
      does not accrue for a particular Purchase Interval, then the payroll deductions
      which the Participant made during that Purchase Interval with respect to such
      purchase right shall be promptly refunded.

     

    D.  
      In the event there is any conflict between the provisions of this Article and
      one or more provisions of the Plan or any instrument issued thereunder, the
      provisions of this Article shall be controlling.

     

    IX.  
      EFFECTIVE DATE AND TERM OF THE PLAN

     

    A.  
      The Plan was adopted by the Board on November 29, 2007 and shall become
      effective at the Effective Time, PROVIDED no purchase rights granted under
      the
      Plan shall be exercised, and no shares of Common Stock shall be issued
      hereunder, until (i) the Plan shall have been approved by the stockholders
      of
      the Corporation and (ii) the Corporation shall have complied with all applicable
      requirements of the 1933 Act (including the registration of the shares of Common
      Stock issuable under the Plan on a Form S-8 registration statement filed with
      the Securities and Exchange Commission), all applicable listing requirements
      of
      any stock exchange (or the Nasdaq National Market, if applicable) on which
      the
      Common Stock is listed for trading and all other applicable requirements
      established by law or regulation. In the event such stockholder approval is
      not
      obtained, or such compliance is not effected, within twelve (12) months after
      the date on which the Plan is adopted by the Board, the Plan shall terminate
      and
      have no further force or effect, and all sums collected from Participants during
      the initial offering period hereunder shall be refunded.

    
       

      
        
          
          

        

        
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    B.  
      Unless sooner terminated by the Board, the Plan shall terminate upon the
      EARLIEST of (i) the last business day in August 2011, (ii) the date on which
      all
      shares available for issuance under the Plan shall have been sold pursuant
      to
      purchase rights exercised under the Plan or (iii) the date on which all purchase
      rights are exercised in connection with a Corporate Transaction. No further
      purchase rights shall be granted or exercised, and no further payroll deductions
      shall be collected, under the Plan following such termination.

     

    X.  
      AMENDMENT/TERMINATION OF THE PLAN

     

    A.  
      The Board may alter, amend, suspend or terminate the Plan at any time to become
      effective immediately following the close of any Purchase Interval. However,
      the
      Plan may be amended or terminated immediately upon Board action, if and to
      the
      extent necessary to assure that the Corporation will not recognize, for
      financial reporting purposes, any compensation expense in connection with the
      shares of Common Stock offered for purchase under the Plan, should the financial
      accounting rules applicable to the Plan at the Effective Time be subsequently revised so as to require
      the recognition of
      compensation expense in the absence of such amendment or
      termination.

     

    B.  
      In no event may the Board effect any of the following amendments or revisions
      to
      the Plan without the approval of the Corporation's stockholders:

     

    (i)  
      increase the number of shares of Common Stock issuable under the Plan, except
      for permissible adjustments in the event of certain changes in the Corporation's
      capitalization, (ii) alter the purchase price formula so as to reduce the
      purchase price payable for the shares of Common Stock purchasable under the
      Plan
      or (iii) modify eligibility requirements for participation in the
      Plan.

     

    XI.  
      GENERAL PROVISIONS

     

    A.  
      Nothing in the Plan shall confer upon the Participant any right to continue
      in
      the employ of the Corporation or any Corporate Affiliate for any period of
      specific duration or interfere with or otherwise restrict in any way the rights
      of the Corporation (or any Corporate Affiliate employing such person) or of
      the
      Participant, which rights are hereby expressly reserved by each, to terminate
      such person's employment at any time for any reason, with or without
      cause.

     

    B.  
      All costs and expenses incurred in the administration of the Plan shall be
      paid
      by the Corporation; however, each Plan Participant shall bear all costs and
      expenses incurred by such individual in the sale or other disposition of any
      shares purchased under the Plan.

     

    C.  
      The provisions of the Plan shall be governed by the laws of the State of Arizona
      without regard to that State's conflict-of-laws rules.

     

    
      
        
        

      

      
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    SCHEDULE
      A

     

    CORPORATIONS
      PARTICIPATING IN

    EMPLOYEE
      STOCK PURCHASE PLAN

    AS
      OF THE EFFECTIVE TIME

     

    
      


       

      EMTA
        Holdings, Inc.

       

      EMTA
        Corporation

       

      White
        Sands, L.L.C.

       

      Dyson
        Properties, Inc.


     

    
      
        
        

      

      
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    APPENDIX

     

    The
      following definitions shall be in effect under the Plan:

     

    A. 
       BASE SALARY shall mean the regular base salary paid to a Participant by
      one or more Participating Companies during such individual's period of
      participation in one or more offering periods under the Plan and shall be
      calculated before deduction of (i) any income or employment tax withholdings
      or
      (ii) any contributions made by the Participant to any Code Section 401(k) salary
      deferral plan or any Code Section 125 cafeteria benefit program now or hereafter
      established by the Corporation or any Corporate Affiliate. Base Salary shall
      NOT
      include (i) any overtime payments, bonuses, commissions, profit-sharing
      distributions or other incentive-type payments or (ii) any contributions made
      by
      the Corporation or any Corporate Affiliate on the Participant's behalf to any
      employee benefit or welfare plan now or hereafter established (other than Code
      Section 401(k) or Code Section 125 contributions deducted from such Base
      Salary).

     

    B.  
      BOARD shall mean the Corporation's Board of Directors.

     

    C.  
      CHANGE OF CONTROL shall mean a change of ownership of the Corporation pursuant
      to any of the following transactions:

     

    (i)  
      a merger or consolidation in which securities possessing more than fifty percent
      (50%) of the total combined voting power of the Corporation's outstanding
      securities are transferred to a person or persons different from the persons
      holding those securities immediately prior to such transaction, or

     

    (ii)  
      the sale, transfer or other disposition of all or substantially all of the
      assets of the Corporation in complete liquidation or dissolution of the
      Corporation, or

     

    (iii)  
      the acquisition, directly or indirectly, by a person or related group of persons
      (other than the Corporation or a person that directly or indirectly controls,
      is
      controlled by or is under common control with the Corporation) of beneficial
      ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Corporation's outstanding securities pursuant to a tender or exchange offer
      made directly to the Corporation's stockholders.

     

    D.  
      CODE shall mean the Internal Revenue Code of 1986, as amended.

     

    E.  
      COMMON STOCK shall mean the Corporation's common stock.

     

    F.  
      CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of the
      Corporation (as determined in accordance with Code Section 424), whether now
      existing or subsequently established.

     

    G.  
      CORPORATION shall mean EMTA Holdings, Inc., a Nevada corporation, and any
      corporate successor to all or substantially all of the assets or voting stock
      of
      EMTA Holdings, Inc. which shall by appropriate action adopt the
      Plan.

     

    H.  
      EFFECTIVE TIME shall mean the date of Board approval. Any Corporate Affiliate
      which becomes a Participating Corporation after such Effective Time shall
      designate a subsequent Effective Time with respect to its
      employee-Participants.

    
       

      
        
          
          

        

        
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    I.  
      ELIGIBLE EMPLOYEE shall mean any person who is employed by a Participating
      Corporation on a basis under which he or she is regularly expected to render
      more than twenty (20) hours of service per week for more than five (5) months
      per calendar year for earnings considered wages under Code Section
      3401(a).

     

    J.  
      ENTRY DATE shall mean the date an Eligible Employee first commences
      participation in the offering period in effect under the Plan. The earliest
      Entry Date under the Plan shall be the Effective Time.

     

    K.  
      FAIR MARKET VALUE per share of Common Stock on any relevant date shall be
      determined in accordance with the following provisions:

     

    (i)  
      If the Common Stock is at the time traded on the NASD Other:Bulletin Board,
      then
      the Fair Market Value shall be the closing selling price per share of Common
      Stock on the date in question, as such price is reported by the National
      Association of Securities Dealers on the Nasdaq National Market or any successor
      system. If there is no closing selling price for the Common Stock on the date
      in
      question, then the Fair Market Value shall be the closing selling price on
      the
      last preceding date for which such quotation exists.

     

    (ii)  
      If the Common Stock is at the time listed on any Stock Exchange, then the Fair
      Market Value shall be the closing selling price per share of Common Stock on
      the
      date in question on the Stock Exchange determined by the Plan Administrator
      to
      be the primary market for the Common Stock, as such price is officially quoted
      in the composite tape of transactions on such exchange. If there is no closing
      selling price for the Common Stock on the date in question, then the Fair Market
      Value shall be the closing selling price on the last preceding date for which
      such quotation exists.

     

    (iii)  
      For purposes of the initial offering period which begins at the Effective Time,
      the Fair Market Value shall be deemed to be equal to the price per share at
      which the Common Stock closed the trading day immediately prior to the Effective
      Time.

     

    L.  
      1933 ACT shall mean the Securities Act of 1933, as amended.

     

    M.  
      PARTICIPANT shall mean any Eligible Employee of a Participating Corporation
      who
      is actively participating in the Plan.

     

    N.  
      PARTICIPATING CORPORATION shall mean the Corporation and such Corporate
      Affiliate or Affiliates as may be authorized from time to time by the Board
      to
      extend the benefits of the Plan to their Eligible Employees. The Participating
      Corporations in the Plan are listed in attached Schedule A.

     

    O.  
      PLAN shall mean the Corporation's Employee Stock Purchase Plan, as set forth
      in
      this document.

     

    P.  
      PLAN ADMINISTRATOR shall mean the committee of two (2) or more Board members
      appointed by the Board to administer the Plan.

     

    Q.  
      PURCHASE DATE shall mean the last business day of each Purchase Interval. The
      initial Purchase Date shall be November 29, 2007.

    
       

      
        
          
          

        

        
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    R.  
      PURCHASE INTERVAL shall mean each successive six (6)-month period within the
      offering period at the end of which there shall be purchased shares of Common
      Stock on behalf of each Participant.

     

    S.  
      SEMI-ANNUAL ENTRY DATE shall mean the first business day in May and November
      each year on which an Eligible Employee may first enter an offering
      period.

     

    T.  
      STOCK EXCHANGE shall mean either the American Stock Exchange or the New York
      Stock Exchange.

     

     

     

    
      
        
        

      

      
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