exv10w2



 







Exhibit 10.2




ELECTRONIC ARTS INC.




2000 EMPLOYEE STOCK PURCHASE PLAN




As Amended by the Stockholders on July 27, 2006




     1. Establishment of Plan. Electronic Arts Inc., (the “Company”) proposes to
grant options for purchase of the Company’s Common Stock to eligible employees of the Company and
its Subsidiaries (as hereinafter defined) pursuant to this 2000 Employee Stock Purchase Plan (the
“Plan”). For purposes of this Plan, “parent corporation” and “Subsidiary” (collectively,
“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”). The Company intends that the Plan shall feature two components: (i) an “employee stock
purchase plan” under Section 423 of the Code (including any amendments or replacements of such
section) for participants residing in the U.S., and (ii) an “employee stock purchase plan” that is
intended to grant purchase rights under rules, procedures or sub-plans that are not intended to
qualify Section 423 of the Code for participants that are not residing in the U.S. Any term not
expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the
same definition herein. A total of 6,800,000 shares of Common Stock are reserved for issuance
under the Plan. Such number shall be subject to adjustments effected in accordance with Section 14
of the Plan.



     2. Purposes. The purpose of the Plan is to provide employees of the Company and its
Subsidiaries designated by the Board of Directors as eligible to participate in the Plan with a
convenient means to acquire an equity interest in the Company through payroll deductions, to
enhance such employees’ sense of participation in the affairs of the Company and its Subsidiaries,
and to provide an incentive for continued employment.



     3. Administration. This Plan may be administered by the Board or a committee
appointed by the Board (the “Committee”). The Plan shall be administered by the Board or a
committee appointed by the Board consisting of not less than three (3) persons (who are members of
the Board), each of whom is a disinterested director. As used in this Plan, references to the
“Committee” shall mean either the committee appointed by the Board to administer this Plan or the
Board if no committee has been established. Subject to the provisions of the Plan and the
limitations of Section 423 of the Code or any successor provision in the Code, if applicable, all
questions of interpretation or application of the 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 the Plan, other than
standard fees as established from time to time by the Board of Directors of the Company for
services rendered by Board members serving on Board committees. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.



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



               (a) employees who are not employed by the Company or its Subsidiaries on the fifteenth (15th)
day of the month before the beginning of such Offering Period;



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



               (c) employees who would, by virtue of their participation in such Offering Period, be
participating simultaneously in more than one Offering Period under the Plan.



     For employees of Subsidiaries located in the U.S., the following would not be eligible to
participate in an Offering Period:



               (a) employees who are customarily employed for less than 20 hours per week, and



               (b) employees who are customarily employed for less than five (5) months in a calendar year.



     5. Offering Dates. The Offering Periods of the Plan (the “Offering Period”) shall be
of twelve (12) months duration commencing on the first business day of March and September of each
year and ending on the last business day of February and August, respectively, hereafter. The
first Offering Period shall commence on September 1, 2000. The first day of each



 









 







Offering Period is referred to as the “Offering Date”. Each Offering Period shall consist of two
(2) six-month purchase periods (individually, a “Purchase Period”), during which payroll deductions
of the participant are accumulated under this Plan. Each such six-month Purchase Period shall
commence on the first business day of March and September of an Offering Period and shall end on
the last business day of the following August and February, respectively. The last business day of
each Purchase Period is hereinafter referred to as the Purchase Date. The Board of Directors of
the Company shall have the power to change the duration of Offering Periods or Purchase Periods
without stockholder approval if such change is announced at least fifteen (15) days prior to the
scheduled beginning of the first Offering Period or Purchase Period, as the case may be, to be
affected.



     6. Participation in the Plan. Eligible employees may become participants in an
Offering Period under the Plan on the first Offering Date after satisfying the eligibility
requirements by delivering to the Company’s or Subsidiary’s (whichever employs such employee)
payroll department (the “payroll department”) not later than the 15th day of the month before such
Offering Date unless a later time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given Offering Period a subscription agreement authorizing
payroll deductions. An eligible employee who does not deliver a subscription agreement to the
payroll department by such date after becoming eligible to participate in such Offering Period
under the Plan shall not participate in that Offering Period or any subsequent Offering Period
unless such employee enrolls in the Plan by filing the subscription agreement with the payroll
department not later than the 15th day of the month 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 the 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 agreements in order to continue participation in the Plan. Any participant whose
option expires and who has not withdrawn from the Plan pursuant to Section 11 below will
automatically be re-enrolled in the Plan and granted a new option on the Offering Date of the next
Offering Period. A participant in the Plan may participate in only one Offering Period at any
time.



     In jurisdictions where payroll deductions are not permitted under local law, the eligible
employees may participate in the Plan by making contributions in the form that is acceptable and
approved by the Board or Committee.



     7. Grant of Option on Enrollment. Enrollment by an eligible employee in the 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 each Purchase Date up to that number of shares
of Common Stock of the Company determined by dividing the amount accumulated in such employee’s
payroll deduction account during such Purchase Period by the lower of (i) eighty-five percent (85%)
of the fair market value of a share of the Company’s Common Stock on the Offering Date (the “Entry
Price”) or (ii) eighty-five percent (85%) of the fair market value of a share of the Company’s
Common Stock on the Purchase Date, provided, however, that the number of shares of the Company’s
Common Stock subject to any option granted pursuant to this Plan shall not exceed the lesser of (a)
the maximum number of shares set by the Board pursuant to Section 10(c) below with respect to all
Purchase Periods within the applicable Offering Period or Purchase Period, or (b) 200% of the
number of shares determined by using 85% of the fair market value of a share of the Company’s
Common Stock on the Offering Date as the denominator. Fair market value of a share of the
Company’s Common Stock shall be determined as provided in Section 8 hereof.



     8. Purchase Price. The purchase price per share at which a share of Common Stock
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.



     For purposes of the Plan, the term “fair market value” on a given date shall mean the closing
bid from the previous day’s trading of a share of the Company’s Common Stock as reported on the
NASDAQ National Market System.



     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 Purchase Period. The deductions are made as a percentage of the employee’s compensation in
one percent (1%) increments not less than two percent (2%) nor greater than ten percent (10%).
Compensation shall mean base salary, commissions, overtime, performance bonuses, discretionary
bonuses, stay bonuses, referral bonuses, sabbatical cash outs, shift differentials, and such other
forms of compensation as the Committee, in the exercise of its discretion under the Plan, may
designate as subject to payroll deductions for purposes of the Plan. Notwithstanding the
foregoing, Compensation shall not include car benefits/allowances, income derived from stock
options, equity-based compensation, or payments made in connection with termination (including, but
not limited to, holiday accrual cash outs, severance pay, separation pay, or ex gratia payments).



 









 




Payroll deductions shall commence with the first pay period following the Offering Date and shall
continue to the end of the Offering Period unless sooner altered or terminated as provided in the
Plan.




               (b) A participant may lower (but not increase) the rate of payroll deductions during a
Purchase Period by filing with the payroll department a new authorization for payroll deductions,
in which case the new rate shall become effective for the next payroll period commencing more than
15 days after the payroll 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 change
may be made effective during any Purchase Period. A participant may increase or lower the rate of
payroll deductions for any subsequent Purchase Period by filing with the payroll department a new
authorization for payroll deductions not later than the 15th day of the month before the beginning
of such Purchase Period.



               (c) Subject to the laws of the local jurisdiction, all payroll deductions made for a
participant are credited to his or her account under the Plan and are deposited with the general
funds of the Company; no interest accrues on the payroll deductions. Subject to the laws of the
local jurisdiction, 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, as long as the 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 the
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 shares of Common Stock 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 the Plan. Any cash remaining in a participant’s account after such purchase of shares
shall be refunded to such participant in cash; provided, however, that any amount remaining in
participant’s account on a Purchase Date which is less than the amount necessary to purchase a full
share of Common Stock 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 the Plan has been
oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the
participant. No Common Stock shall be purchased on a Purchase Date on behalf of any employee whose
participation in the Plan has terminated prior to such Purchase Date.



               (e) As promptly as practicable after the Purchase Date, the Company shall arrange the
delivery to each participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his option; provided that the Board may deliver certificates to a broker or
brokers that hold such certificates in street name for the benefit of each such participant.



               (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. Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or in the name of the
participant and his or her spouse.



     10. Limitations on Shares to be Purchased.



               (a) No employee shall be entitled to purchase stock under the Plan at a rate which, when
aggregated with his or her rights to purchase stock under all other employee stock purchase plans
of the Company or any Subsidiary, exceeds US$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 the Plan.



               (b) No more than 200% of the number of shares determined by using 85% of the fair market
value of a share of the Company’s Common Stock on the Offering Date as the denominator may be
purchased by a participant on any single Purchase Date.



               (c) No employee shall be entitled to purchase more than the Maximum Share Amount (as defined
below) on any single Purchase Date. Not less than thirty days prior to the commencement of any
Purchase Period, the Board 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”). In
no event shall the Maximum Share Amount 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 not less than fifteen (15) days prior to the commencement of the next Purchase Period. Once
the Maximum Share Amount is set, it shall continue to apply with respect to all succeeding Purchase
Dates and Purchase Periods unless revised by the Board as set forth above.



 









 





               (d) If the number of shares to be purchased on a Purchase Date by all employees participating
in the Plan exceeds the number of shares then available for issuance under the Plan, the Company
shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be
practicable and as the Board 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 employee affected thereby.



               (e) Any payroll deductions accumulated in a participant’s account which are not used to
purchase stock due to the limitations in this Section 10 shall be returned to the participant as
soon as practicable after the end of the Offering Period.



     11. Withdrawal.



               (a) Each participant may withdraw from an Offering Period under the Plan by signing and
delivering to the payroll department notice 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 the Plan, the accumulated payroll deductions shall be returned to
the withdrawn employee and his or her interest in the Plan shall terminate. In the event an
employee voluntarily elects to withdraw from the Plan, he or she may not resume his or her
participation in the Plan during the same Offering Period, but he or she may participate in any
Offering Period under the 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 the Plan. However, if the participant is an “insider” for purposes of Rule 16(b),
he or she shall not be eligible to participate in any Offering Period under the Plan which
commences less than six (6) months from the date of withdrawal from the Plan.



               (c) A participant may participate in the current Purchase Period under an Offering Period
(the “Current Offering Period”) and enroll in the Offering Period commencing after such Purchase
Period (the “New Offering Period”) by (i) withdrawing from participating in the Current Offering
Period effective as of the last day of a Purchase Period within that Offering Period and (ii)
enrolling in the New Offering Period. Such withdrawal and enrollment shall be effected by filing
with the payroll department at least fifteen (15) days prior to the end of a Purchase Period such
form or forms as are provided for such purposes.



     12. Termination of Employment. Termination of a participant’s employment for any
reason, including retirement or death or the failure of a participant to remain an eligible
employee, terminates his or her participation in the Plan immediately. 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. For this purpose, an employee will not be
deemed to have terminated employment or failed to remain in the continuous employ of the Company in
the case of sick leave, military leave, or any other leave of absence approved by the Board of
Directors of the Company; provided that such leave is for a period of not more than ninety (90)
days or re employment upon the expiration of such leave is guaranteed by contract or statute.



     13. Return of Payroll Deductions. In the event an employee’s interest in the Plan is
terminated by withdrawal, termination of employment or otherwise, or in the event the Plan is
terminated by the Board, the Company shall promptly deliver to the employee all payroll deductions
credited to his account. No interest shall accrue on the payroll deductions of a participant in
the Plan, unless otherwise required by the laws of a local jurisdiction.



     14. Capital Changes. Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each option under the Plan which has not
yet been exercised and the number of shares of Common Stock which have been authorized for issuance
under the Plan but have not yet been placed under option (collectively, the “Reserves”), as well as
the price per share of Common Stock covered by each option under the Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of
consideration”. Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock 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 Board. The Board may, in the exercise of its sole discretion in such instances,
declare that the options under the Plan shall terminate as of a date fixed by the Board and give
each participant the right to exercise his or her option as to all of the optioned stock, including
shares



 









 




which would not otherwise be exercisable. 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,
each option under the Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of such assumption or substitution,
that the participant shall have the right to exercise the option as to all of the optioned stock.
If the Board makes an option exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option shall be fully
exercisable for a period of twenty (20) days from the date of such notice, and the option will
terminate upon the expiration of such period.




     The Board 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 Common Stock 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 shares of its outstanding
Common Stock, and in the event of the Company being consolidated with or merged into any other
corporation.



     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 the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 22 hereof) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect.



     16. Reports. Individual accounts will be maintained for each participant in the
Plan. Each participant shall receive promptly after the end of each Purchase Period a report of
his 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 twelve (12) months
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 the 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 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
Subsidiary or restrict the right of the Company or any Subsidiary to terminate such employee’s
employment.



     19. Equal Rights and Privileges. All eligible employees shall have equal rights and
privileges with respect to the Plan. The Section 423 component of the Plan is intended to qualify
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 the Section 423 component of the Plan
which is inconsistent with Section 423 or any successor provision of the Code shall without further
act or amendment by the Company or the Board be reformed to comply with the requirements of Section
423. This Section 19 shall take precedence over all other provisions in the Plan.



     20. 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.



     21. Stockholder Approval of Amendments. Any required approval of the stockholders of
the Company for an amendment shall be solicited at or prior to the first annual meeting of
stockholders held subsequent to the grant of an option under the Plan as then amended to an officer
or director of the Company. If such stockholder approval is obtained at a duly held stockholders’
meeting, it must be obtained by the affirmative vote of the holders of a majority of the
outstanding shares of the company represented and voting at the meeting, or if such stockholder
approval is obtained by written consent, it must be obtained by the majority of the outstanding
shares of the Company; provided, however, that approval at a meeting or by written consent may be
obtained by a lesser degree of stockholder approval if the Board determines, in its discretion
after consultation with the Company’s legal counsel, that such lesser degree of stockholder
approval will comply with all applicable laws and will not adversely affect the qualification of
the Section 423 component of the Plan under Section 423 of the Code or Rule 16b-3 promulgated under
the Exchange Act (“Rule 16b-3”).



 









 





     22. Designation of Beneficiary



               (a) A participant may file a written designation of a beneficiary who is to receive any
shares and cash, if any, from the participant’s account under the Plan in the event of such
participant’s death subsequent to the end of a Purchase Period but prior to delivery to him of such
shares and cash. In addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant’s account under the Plan in the event of such
participant’s death prior to a Purchase Date.



               (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares or cash to the executor or administrator of the estate of the participant, or
if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.



     23. 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
Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange 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.



     24. Applicable Law. Except as otherwise expressly required under the laws of a
country, the Plan and all rights thereunder shall be governed by and construed in accordance with
the laws of the state of California, United States of America. Should any provision of this Plan
be determined by a court of competent jurisdiction to be unlawful or unenforceable for a country,
such determination shall in no way affect the application of that provision in any other country,
or any of the remaining provisions of the Plan.



     25. Amendment or Termination of the Plan. This Plan shall be effective on the day
after the effective date of the Company’s Registration Statement filed with the Securities Exchange
Commission under the Securities Act of 1933, as amended, with respect to the shares issuable under
the Plan (the “Effective Date”), subject to approval by the stockholders of the Company within
twelve (12) months after the date the Plan is adopted by the Board of Directors of the company and
the Plan shall continue until the earlier to occur of termination by the Board, issuance of all of
the shares of Common Stock reserved for issuance under the Plan, or ten (10) years from the
adoption of the Plan by the Board. The Board of Directors of the Company may at any time amend or
terminate the Plan, except that any such termination cannot affect options previously granted under
the 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 stockholders of the Company obtained in accordance with Section 21 hereof within 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 the Plan;



               (b) Change the designation of the employees (or class of employees) eligible for
participation in the Plan; or



               (c) Constitute an amendment for which stockholder approval is required in order to comply
with Rule 16b-3 (or any successor rule) of the Exchange Act.



     26.      Rules for Foreign Jurisdictions.



               (a) The Board or Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of the law and procedures of
foreign jurisdictions. Without limiting the generality of the foregoing, the Board or Committee is
specifically authorized to adopt rules and procedures regarding handling of payroll deductions,
payment of interest, conversion of local currency, payroll tax, withholding procedures and handling
of stock certificates that vary with local requirements.



               (b) The Board or Committee may also adopt rules, procedures or sub-plans applicable to
particular subsidiaries or locations, which –sub-plans may be designed to be outside the scope of
Code Section 423. The rules of such sub-plans may take precedence over other provisions of this
Plan, with the exception of Section 3, but unless otherwise superceded by the terms of such
sub-plan, the provisions of the Plan shall govern the operation of such sub-plan. To extent
inconsistent with the requirements of Code Section 423, such sub-plan shall be considered part of
the Non-423 Plan, and options granted thereunder shall not be considered to comply with Code
Section 423.



 









 





     27.      Designation of Subsidiaries. The Board or Committee shall designate from among
the Subsidiaries, as determined from time to time, the Subsidiary or Subsidiaries whose Employees
shall be eligible to participate in the Plan. The Board or Committee may designate a Subsidiary,
or terminate the designation of a Subsidiary, without the approval of the shareowners of the
Corporation.