Exhibit 10.10  GUESS?,
INC.  2002 EMPLOYEE
STOCK PURCHASE PLAN  (Amended and Restated Effective March 4, 2009)  1.             Purpose.  The Company maintains the Guess?, Inc.
2002 Employee Stock Purchase Plan, which was approved by the Companys
stockholders on May 13, 2002, amended as of December 17, 2007 and
amended and restated effective as of March 4, 2009.  The purpose of the Plan is to provide
employees of the Company with an opportunity to purchase Common Stock of the
Corporation through accumulated payroll deductions.  It is the intention of the Company to have
the Plan qualify as an Employee Stock Purchase Plan under Section 423 of
the Internal Revenue Code of 1986, as amended. 
The provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.  2.             Definitions.  (a)           Board shall mean the Board
of Directors of the Corporation.  (b)           Code shall mean the Internal
Revenue Code of 1986, as amended.  (c)           Commission shall mean the
Securities and Exchange Commission.  (d)           Committee shall mean the
Committee appointed by the Board to administer the Plan pursuant to Section 14.  (e)           Common Stock shall mean the
Common Stock of the Corporation.  (f)            Company shall mean the
Corporation and any of its Designated Subsidiaries.  (g)           Compensation shall have the
same meaning as given under the Guess?, Inc. 401(k) Plan and Trust or
such other definition as may be determined by the Committee, provided, however,
that amounts deferred by eligible employees pursuant to the terms of the Guess?, Inc.
Nonqualified Deferred Compensation Plan shall also be included as Compensation
for all purposes hereunder.  (h)           Corporation shall mean
Guess?, Inc., a Delaware corporation  (i)            Designated Subsidiary shall
mean any Subsidiary which has been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan.  (j)            Employee shall mean any
individual who is an Employee of the Company for tax purposes and whose
customary employment with the Company is at least twenty (20) hours per week
and more than five (5) months in any calendar year.  For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company.  Where the period of leave exceeds ninety (90)
days and the individuals right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the ninety-first (91st) day of such leave.


(k)           Enrollment Date shall mean
the first day of each Offering Period.  (l)            Exchange Act shall mean the
Securities Exchange Act of 1934, as amended.  (m)          Exercise Date shall mean the
last day of each Offering Period.  (n)           Fair Market Value shall
mean, on any given date, the value of Common Stock determined as follows:  (i)            if the Common Stock is listed or
admitted to trade on a national securities exchange, the closing price of the
shares of Common Stock on the Composite Tape, as published in the Western
Edition of The Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so listed or admitted to trade, on such
date;  (ii)           if the Common Stock is not listed or
admitted to trade on a national securities exchange, the last price for the
Common Stock on such date, as furnished by the National Association of
Securities Dealers, Inc. (NASD) through the NASDAQ National Market
Reporting System or a similar organization if the NASD is no longer reporting
such information;  (iii)          if the Common Stock is not listed or
admitted to trade on a national securities exchange and is not reported on the
National Market Reporting System, the mean between the bid and asked price for
the Common Stock on such date, as furnished by the NASD or a similar
organization; or  (iv)          if the Common Stock is not listed or
admitted to trade on a national securities exchange, is not reported on the
National Market Reporting System and if bid and asked prices for the stock are
not furnished by the NASD or a similar organization, the value as established
by the Board at such time for purposes of this Plan.  (o)           Offering Period shall mean a
period of approximately three (3) months, commencing on the last Monday of
the second fiscal month of each fiscal quarter of the Company and terminating
on the penultimate Friday of the second fiscal month of each immediately
following fiscal quarter of the Company. 
The duration of Offering Periods may be changed pursuant to Section 4
of this Plan.  2


(p)           Plan shall mean this 2002
Employee Stock Purchase Plan.  (q)           Purchase Price shall mean an
amount equal to eighty-five percent (85%) of the Fair Market Value of a share
of Common Stock on the Enrollment Date or on the Exercise Date, whichever is
lower.  (r)            Reserves shall mean the
number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but not yet placed under option.  (s)           Rule 16b-3
means Rule 16b-3 as promulgated by the Commission under Section 16 of
the Exchange Act, as amended from time to time.  (t)            Subsidiary shall mean a
corporation, domestic or foreign, of which not less than fifty percent (50%) of
the voting shares are held by the Corporation or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the
Corporation or a Subsidiary.  (u)           Trading Day shall mean a day
on which national stock exchanges and the Nasdaq System are open for trading.  3.             Eligibility.  (a)           Any Employee who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in the
Plan for the corresponding Offering Period.  (b)           Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding
options (granted under this Plan or otherwise) to purchase such stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any parent
corporation (if any) or any Subsidiary, or (ii) to the extent that his or
her rights to purchase stock under all employee stock purchase plans of the
Company and its parent corporation (if any) and its Subsidiaries qualified
under Section 423 of the Code accrues at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000.00) worth of stock (determined at the Fair Market
Value of the shares at the time such option is granted) for each calendar year
in which such option is outstanding at any time.  4.             Offering
Periods.  The Plan shall be
implemented by consecutive Offering Periods with a new Offering Period
commencing on the last Monday of the second fiscal month of each fiscal quarter
of the Company and terminating on the penultimate Friday of the second fiscal
month of each immediately following fiscal quarter of the Company, or on such
other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 hereof.  The Board shall have the power to change the
duration of the Offering Periods (not to exceed 27 months), including the
commencement dates thereof, with respect to future offerings without
stockholder approval if such change is announced at least five (5) days
prior to the beginning of the first Offering Period to be affected thereunder.  3


5.             Participation.  (a)           An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan.  Such subscription agreement must be filed
with the Company at least five (5) business days prior to the applicable
Enrollment Date (or such other date as the Committee may designate).  (b)           Payroll deductions for a participant
shall commence on the first payroll following the Enrollment Date and shall end
on the last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in Section 10
hereof.  (c)           For purposes of this Plan, if a
Designated Subsidiary ceases to be a Subsidiary, each person employed by that
Subsidiary will be deemed to have terminated employment for purposes of this
Plan and will no longer be an Employee unless the person continues as an
Employee in respect of another Company entity.  6.             Payroll
Deductions.  (a)           At the time a participant files his
or her subscription agreement, he or she shall elect to have payroll deductions
made on each pay day during the Offering Period in an amount not less than one
percent (1%) and not in excess of fifteen percent (15%) of the Employees
Compensation during the Offering Period.  (b)           Subject to Section 6(a), all
payroll deductions made for a participant shall be credited to his or her
account under the Plan and shall be withheld in whole percentages.  A participant may not make any additional
payments into such account.  (c)           A participant may discontinue his or
her participation in the Plan as provided in Section 10 hereof.  A participants subscription agreement shall
remain in effect for successive Offering Periods unless terminated as provided
in Section 10 hereof or by filing a new subscription agreement with the
Company at least five (5) business days prior to the Enrollment Date of
the immediately following Offering Period (or such other date as the Committee
may designate).  (d)           Notwithstanding the foregoing, to the
extent necessary to comply with Section 7 hereof or Section 423(b)(8) of
the Code and Section 3(b) hereof, a participants payroll deductions
may be decreased to zero percent (0%) at any time during an Offering
Period.  Payroll deductions shall recommence
at the rate provided in such participants subscription agreement at the
beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in Section 10
hereof.  4


(e)           At the time the option is exercised,
in whole or in part, or at the time some or all of the Companys Common Stock
issued under the Plan is disposed of, the participant must make adequate
provision for the Companys federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the
disposition of the Common Stock.  At any
time, the Company may, but shall not be obligated to, withhold from the
participants compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.  Notwithstanding anything herein to the
contrary, with respect to any withholding obligation that may arise upon the
exercise of an option, the Company may, but shall not be obligated to, deduct
from a participants account balance as of an Exercise Date, before the
exercise of the participants option is given effect, the amount which the
Company reasonably determines to be required to withhold with respect to such
exercise.  In such event, the maximum
number of whole shares subject to the option (subject to the other limits set
forth in the Plan) shall be purchased at the Purchase Price with the balance of
the participants account (after reduction for the tax withholding amount).  7.             Grant
of Option.  On the Enrollment Date of
each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on the Exercise Date of such
Offering Period (at the applicable Purchase Price) up to a number of shares of
the Companys Common Stock determined by dividing such Employees payroll
deductions accumulated prior to such Exercise Date and retained in the
Participants account as of the Exercise Date by the applicable Purchase Price;
provided that, in no event, shall an Employee be permitted to purchase during
each Offering Period more than 200,000 shares (subject to any adjustment
pursuant to Section 19), and provided further that such purchase shall be
subject to the limitations set forth in Section 3(b) and 13
hereof.  Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof. 
The Option shall expire on the last day of the Offering Period.  8.             Exercise
of Option.  Unless a participant
withdraws from the Plan as provided in Section 10 hereof, his or her
option for the purchase of shares shall be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to the option
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions in his or her account.  No fractional shares shall be purchased; any
payroll deductions accumulated in a participants account which are not
sufficient to purchase a full share shall be retained in the participants
account for the subsequent Offering Period, subject to earlier withdrawal by
the participant as provided in Section 10 hereof.  Any other monies left over in a participants
account after the Exercise Date shall be returned to the participant unless the
participant requests such funds to be rolled over to the next offering
period.  During a participants lifetime,
a participants option to purchase shares hereunder is exercisable only by him
or her.  9.             Delivery.  As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall, in its
discretion, either: (a) arrange the delivery to the participant or to a
record keeping service of a certificate, as appropriate, or (b) issue
shares in book entry form to the participant or his or her designated broker,
registered in the name of such participant or broker, in each case,
representing the shares purchased upon exercise of his or her option.  5


10.           Withdrawal.  (a)           A participant may withdraw all but
not less than all the payroll deductions credited to his or her account during
an Offering Period and not yet used to exercise his or her option under the
Plan at any time by giving written notice to the Company in the form of Exhibit B
to this Plan.  A withdrawal election
pursuant to this Section 10(a) with respect to an Offering Period
shall be effective if it is received by the Company no later than two (2) business
days prior to the Exercise Date of that Offering Period.  All of the participants payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participants option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.  A participant
may also withdraw from participation in a succeeding Offering Period by giving
written notice to the Company in the form of Exhibit B, provided
that the notice of withdrawal is received by the Company no later than one (1) business
day prior to the Enrollment Date of the succeeding Offering Period (or such
other date as the Committee may designate).  (b)           A participants withdrawal from an
Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company
or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.  11.           Termination
of Employment.  Upon a participants
ceasing to be an Employee for any reason, he or she shall be deemed to have
elected to exercise his or her option at the next Exercise Date unless the
participant gives notice to the Company at least two (2) business days
prior to the applicable Exercise Date (or such other date as the Committee may
designate) in the form of Exhibit C to this Plan.  Upon the participants timely filing of such
notice, the participant shall be withdrawn from the Plan and the payroll
deductions credited to such participants account during the Offering Period
but not yet used to exercise the option shall be returned to such participant
or, in the case of his or her death, to the person or persons entitled thereto
under Section 15 hereof, and such participants option shall be
automatically terminated.  The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participants customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice.  12.           Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.  6


13.           Stock.  (a)           The maximum number of shares of the
Common Stock which shall be made available for sale under the Plan shall be
four million (4,000,000) shares(1), subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof.  If, on a given Exercise Date, the number of
shares with respect to which options are to be exercised exceeds the number of
shares then available under the Plan, the Company shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be equitable.  (b)           The participant shall have no
interest or voting right in shares covered by his option until such option has
been exercised.  (c)           Shares to be delivered to a
participant under the Plan shall be registered in the name of the participant
(or the participant and his or her spouse) or his or her designated broker.  14.Administration.  (a)           The
Board shall appoint the Committee, which shall be composed of not less than two
members of the Board.  Each member of the
Committee, in respect of any transaction at a time when an affected participant
may be subject to Section 16 of the Exchange Act, shall be a non-employee
director within the meaning of Rule 16b-3.  The Board may, at any time, increase or
decrease the number of members of the Committee, may remove from membership on
the Committee all or any portion of its members, and may appoint such person or
persons as it desires to fill any vacancy existing on the Committee, whether
caused by removal, resignation, or otherwise. 
The Board may also, at any time, assume or change the administration of
this Plan.  (b)           The
Committee shall supervise and administer this Plan and shall have full power
and discretion to adopt, amend and rescind any rules deemed desirable and
appropriate for the administration of this Plan and not inconsistent with the
terms of this Plan, and to make all other determinations necessary or advisable
for the administration of this Plan.  The
Committee shall act by majority vote or by unanimous written consent.  No member of the Committee shall be entitled
to act on or decide any matter relating solely to himself or herself or solely
to any of his or her rights or benefits under this Plan.  The Committee shall have full power and
discretionary authority to construe and interpret the terms and conditions of
this Plan, which construction or interpretation shall be final and binding on
all parties including the Company, participants and beneficiaries.  The Committee may delegate ministerial
non-discretionary functions to third parties, including individuals who are
officers or employees of the Company.  
 (1) The maximum number of shares available under this Plan
consists of the 2,000,000 shares of Common Stock that were initially approved
for issuance under the Plan upon its original adoption by the Board on January 4,
2002 plus an additional 2,000,000 shares of Common Stock as were necessary to
reflect the Companys two-for-one stock split effected in the form of a 100%
stock dividend as approved by the Board on February 12, 2007 and
distributed March 12, 2007.  7


(c)           Subject only to compliance with the
express provisions hereof, the Board and Committee may act in their absolute
discretion in matters within their authority related to this Plan.  Any action taken by, or inaction of, the
Company, any Designated Subsidiary, the Board or the Committee relating or pursuant
to this Plan shall be within the absolute discretion of that entity or body and
will be conclusive and binding upon all persons.  In making any determination or in taking or
not taking any action under this Plan, the Board or Committee, as the case may
be, may obtain and may rely on the advice of experts, including professional
advisors to the Company.  No member of
the Board or Committee, or officer or agent of the Company, will be liable for
any action, omission or decision under the Plan taken, made or omitted in good
faith.  15.           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 an Exercise Date on which the option is exercised but prior
to delivery to such participant 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
exercise of the option.  If a participant
is married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective.  (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 and/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 it discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.  16.           Transfer
Restrictions.  (a)           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 15 hereof) by the
participant.  Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds
from an Offering Period in accordance with Section 10 hereof.  (b)           Unless the Board or the Committee
determines otherwise prior to the start of any Offering Period, the shares of
Common Stock purchased by a participant on each Exercise Date that occurs after
April 1, 2009 must be held and not sold by the participant for a minimum
period of six (6) months following the applicable Exercise Date.  Accordingly, the participant shall not sell,
make any short sale of, loan, hypothecate, assign, transfer, pledge, grant any
option for the purchase of, or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to
any shares purchased by the participant under the Plan until those shares have
been held for at least a six (6) month period measured from the applicable
Exercise Date.  (By way of example,
shares purchased on an Exercise Date of June 26 may not be sold or otherwise
transferred by the participant until at least December 26 of the same
year.)  This transfer restriction shall
hereafter be referred to as the Holding Period Requirement.  Notwithstanding the foregoing, the Board or
Committee may at any time elect to reduce or waive the Holding Period
Requirement.  8


(c)           A participant shall have, with
respect to purchased shares that are subject to the Holding Period Requirement,
all of the rights of a shareholder of the Corporation, including the right to
vote the shares and the right to receive any cash or other dividends with
respect to the shares.  Any new,
substituted or additional securities which are, by reason of any stock split,
stock dividend, recapitalization, combination or reclassification of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporations receipt of consideration, distributed with
respect to any purchased shares shall be subject to the same Holding Period
Requirement, if any, applicable to those shares.  (d)           In order to enforce the Holding
Period Requirement, the Corporation may impose stop-transfer instructions or
take such other actions it deems necessary or advisable with respect to the
purchased shares until the end of the applicable six (6) month period.  (e)           Upon a participants ceasing to be an
Employee for any reason, any shares held by such participant that are then
subject to a Holding Period Requirement or that are thereafter purchased
pursuant to Section 11 hereof, shall no longer be subject to the Holding
Period Requirement.  17.           Use
of Funds.  All payroll deductions
received or held by the Company under the Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.  18.           Reports.  Individual accounts shall be maintained for
each participant in the Plan.  Statements
of account shall be given to participating Employees as soon as
administratively practicable following each Exercise Date, which statements
shall set forth the amounts of payroll deductions, the Purchase Price, the
number of shares purchased and the remaining cash balance, if any.  19.Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.  (a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section 7), as
well as the price per share and the number of shares 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, reverse stock split, stock
dividend, combination or reclassification of 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 Company shall not be deemed to have been effected
without receipt of consideration.  Such
adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. 
Except as expressly provided herein, no issuance 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.  9


(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the New Exercise Date), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board.  The new Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise
Date, that the Exercise Date for the participants option has been changed to
the New Exercise Date and that that participants option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.  (c)           Merger or Asset Sale.  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 outstanding option shall be assumed or
an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. 
In the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall be
shortened by setting a New Exercise Date and shall end on the New Exercise
Date.  The New Exercise Date shall be
before the date of the Companys proposed sale or merger.  The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date,
that the Exercise Date for the participants option has been changed to the New
Exercise Date and that the participants option shall be exercised
automatically on the New Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10 hereof.  20.           Amendment
or Termination.  (a)           The Board may at any time and for any
reason terminate, suspend or amend the Plan. 
Except as provided in Section 19 hereof, no such termination can
affect options previously granted, provided that an Offering Period may be
terminated by the Board of Directors on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests of the
Company and its stockholders.  Except as
provided in Section 19 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant.  To the extent necessary to
comply with Section 423 of the Code (or any successor rule or
provision or any other applicable law, regulation or stock exchange rule), the
Company shall obtain stockholder approval in such a manner and to such a degree
as required.  10


(b)           Without stockholder consent and
without regard to whether any participant rights may be considered to have been
adversely affected, the Board (or its committee) shall be entitled to change
the Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Companys processing of properly completed withholding
elections, establish reasonable waiting and adjustment period and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld
from the participants Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.  21.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.  22.           Conditions
Upon Issuance 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.  As a condition to the
exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.  23.           Term
of Plan.  (a)           The Plan shall become effective upon
its adoption by the Board.  No new
Offering Periods shall commence on after the day before the tenth (10th) anniversary of the effective
date of the Plan and the Plan shall terminate as of the Exercise Date on or
immediately following such date unless sooner terminated under Section 20
hereof.  (b)           Notwithstanding anything else
contained herein to the contrary, the effectiveness of the Plan is subject to
the approval of this Plan by the stockholders of the Company within twelve (12)
months after the effective date of the Plan.  11


24.           Employees
Rights.  (a)           Nothing in this Plan (or in any other
documents related to this Plan) will confer upon any Employee or participant
any right to continue in the employ or other service of the Company, constitute
any contract or agreement of employment or other service or effect an employees
status as an employee at will, nor shall interfere in any way with the right of
the Company to change such persons compensation or other benefits or to terminate
his or her employment or other service with or without cause.  Nothing contained in this Section 24(a),
however, is intended to adversely affect any express independent right of any
such person under a separate employment or service contract other than a
subscription agreement.  (b)           No participant or other person will
have any right, title or interest in any fund or in any specific asset
(including shares) of the Company by reason of any option hereunder.  Neither the provisions of this Plan (or of
any related documents), nor the creation or adoption of this Plan, nor any
action taken pursuant to the provisions of this Plan will create, or be
construed to create, a trust of any kind or a fiduciary relationship between
the Company and any participant or other person.  To the extent that a participant or other
person acquires a right to receive payment pursuant to this Plan, such right
will be no greater than the right of any unsecured general creditor of the Corporation.  No special or separate reserve, fund or
deposit will be made to assure any such payment.  (c)           A participant will not be entitled to
any privilege of stock ownership as to any shares not actually delivered to the
participant pursuant to Section 9. 
No adjustment will be made for dividends or other rights as a
stockholder for which a record date is prior to such date of delivery.  25.           Miscellaneous.  (a)           This Plan, the options, and related
documents shall be governed by, and construed in accordance with, the laws of
the State of Delaware.  If any provision
shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect.  (b)           Captions and headings are given to
the sections of this Plan solely as a convenience to facilitate reference.  Such captions and headings shall not be
deemed in any way material or relevant to the construction of interpretation of
this Plan or any provision hereof.  (c)           The adoption of this Plan shall not
affect any other Company compensation or incentive plans in effect.  Nothing in this Plan will limit or be deemed
to limit the authority of the Board or Committee (i) to establish any
other forms of incentives or compensation for employees of the Company (with or
without reference to the Common Stock), or (ii) to grant or assume options
(outside the scope of and in addition to those contemplated by this Plan) in
connection with any proper corporate purpose; to the extent consistent with any
other plan or authority.  (d)           Benefits received by a participant
under an option granted pursuant to this Plan shall not be deemed a part of the
participants compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided
by the Company, except where the Committee or the Board expressly otherwise
provides or authorizes in writing.  12


26.           Notice
of Sale.  Any person who has acquired
shares under this Plan shall give prompt written notice to the Company of the
sale or other transfer of the shares if such sale or transfer occurs (i) within
the two (2) year period after the Enrollment Date (date the option is
granted) of the Offering Period with respect to which such shares were acquired
or (ii) within the twelve (12) month period after the Exercise Date of the
Offering Period with respect to with such shares were acquired.  ******  Adoption Adopted by the Board of
Directors on January 4, 2002 Approved by the
stockholders on May 13, 2002 First Amendment Approved
by the Board of Directors on December 17, 2002 Amended and Restated by
the Board of Directors Effective March 4, 2009  13