{"id":38420,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-employee-stock-purchase-plan-agraquest-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-employee-stock-purchase-plan-agraquest-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-employee-stock-purchase-plan-agraquest-inc.html","title":{"rendered":"2001 Employee Stock Purchase Plan – AgraQuest Inc."},"content":{"rendered":" \n AGRAQUEST, INC.\n\n 2001 EMPLOYEE STOCK PURCHASE PLAN\n ---------------------------------\n\n The following constitute the provisions of the 2001 Employee Stock\nPurchase Plan of AgraQuest, Inc.\n\n 1. Purpose. The purpose of the Plan is to provide employees of the\n ------- \nCompany and its Designated Parents or Subsidiaries with an opportunity to\npurchase Common Stock of the Company through accumulated payroll deductions. It\nis the intention of the Company to have the Plan qualify as an \"Employee Stock\nPurchase Plan\" under Section 423 of the Code. The provisions of the Plan,\naccordingly, shall be construed so as to extend and limit participation in a\nmanner consistent with the requirements of that section of the Code.\n\n 2. Definitions. As used herein, the following definitions shall\n ----------- \napply:\n\n (a) \"Administrator\" means either the Board or a committee of the\n ------------- \nBoard that is responsible for the administration of the Plan as is designated\nfrom time to time by resolution of the Board.\n\n (b) \"Applicable Laws\" means the legal requirements relating to the\n --------------- \nadministration of employee stock purchase plans, if any, under applicable\nprovisions of federal securities laws, state corporate and securities laws, the\nCode, the rules of any applicable stock exchange or national market system, and\nthe rules of any foreign jurisdiction applicable to participation in the Plan by\nresidents therein.\n\n (c) \"Board\" means the Board of Directors of the Company.\n ----- \n\n (d) \"Change in Control\" means a change in ownership or control of the\n -----------------\nCompany effected through the direct or indirect acquisition by any person or\nrelated group of persons (other than an acquisition from or by the Company or by\na Company-sponsored employee benefit plan or by a person that directly or\nindirectly controls, is controlled by, or is under common control with, the\nCompany) of beneficial ownership (within the meaning of Rule 13d-3 of the\nExchange Act) of securities possessing more than fifty percent (50%) of the\ntotal combined voting power of the Company's outstanding securities.\n\n (e) \"Code\" means the Internal Revenue Code of 1986, as amended.\n ---- \n\n (f) \"Common Stock\" means the common stock of the Company.\n ------------ \n\n (g) \"Company\" means AgraQuest, Inc. a Delaware corporation.\n ------- \n\n (h) \"Compensation\" means an Employee's base salary from the Company\n ------------\nor one or more Designated Parents or Subsidiaries, including such amounts of\nbase salary as are deferred by the Employee (i) under a qualified cash or\ndeferred arrangement described in Section \n\n \n401(k) of the Code, or (ii) to a plan qualified under Section 125 of the Code.\nCompensation does not include overtime, bonuses, annual awards, other incentive\npayments, reimbursements or other expense allowances, fringe benefits (cash or\nnoncash), moving expenses, deferred compensation, contributions (other than\ncontributions described in the first sentence) made on the Employee's behalf by\nthe Company or one or more Designated Parents or Subsidiaries under any employee\nbenefit or welfare plan now or hereafter established, and any other payments not\nspecifically referenced in the first sentence.\n\n (i) \"Corporate Transaction\" means any of the following transactions:\n --------------------- \n\n (1) a merger or consolidation in which the Company is not the\n surviving entity, except for a transaction the principal purpose of\n which is to change the state in which the Company is incorporated;\n\n (2) the sale, transfer or other disposition of all or\n substantially all of the assets of the Company (including the capital\n stock of the Company's subsidiary corporations) in connection with\n complete liquidation or dissolution of the Company;\n\n (3) any reverse merger in which the Company is the surviving\n entity but in which securities possessing more than fifty percent\n (50%) of the total combined voting power of the Company's outstanding\n securities are transferred to a person or persons different from those\n who held such securities immediately prior to such merger; or\n\n (4) acquisition by any person or related group of persons (other\n than the Company or by a Company-sponsored employee benefit plan) of\n beneficial ownership (within the meaning of Rule 13d-3 of the Exchange\n Act) of securities possessing more than fifty percent (50%) of the\n total combined voting power of the Company's outstanding securities\n (whether or not in a transaction also constituting a Change in\n Control), but excluding any such transaction that the Administrator\n determines shall not be a Corporate Transaction\n\n (j) \"Designated Parents or Subsidiaries\" means the Parents or\n ----------------------------------\nSubsidiaries which have been designated by the Administrator from time to time\nas eligible to participate in the Plan.\n\n (k) \"Effective Date\" means the effective date of the Registration\n --------------\nStatement relating to the Company's initial public offering of its Common Stock.\nHowever, should any Designated Parent or Subsidiary become a participating\ncompany in the Plan after such date, then such entity shall designate a separate\nEffective Date with respect to its employee-participants.\n\n (l) \"Employee\" means any individual, including an officer or\n --------\ndirector, who is an employee of the Company or a Designated Parent or Subsidiary\nfor purposes of Section 423 of the Code. For purposes of the Plan, the\nemployment relationship shall be treated as continuing intact while the\nindividual is on sick leave or other leave of absence approved by the\n\n 2\n\n \nindividual's employer. Where the period of leave exceeds ninety (90) days and\nthe individual's right to reemployment is not guaranteed either by statute or by\ncontract, the employment relationship will be deemed to have terminated on the\nninety-first (91st) day of such leave, for purposes of determining eligibility\nto participate in the Plan.\n\n (m) \"Enrollment Date\" means the first day of each Offer Period.\n --------------- \n\n (n) \"Exchange Act\" means the Securities Exchange Act of 1934, as\n ------------\namended.\n\n (o) \"Exercise Date\" means the last day of each Purchase Period.\n ------------- \n\n (p) \"Fair Market Value\" means, as of any date, the value of Common\n -----------------\nStock determined as follows:\n\n (1) Where there exists a public market for the Common Stock, the\n Fair Market Value shall be (A) the closing price for a share of Common\n Stock for the last market trading day prior to the time of the\n determination (or, if no closing price was reported on that date, on\n the last trading date on which a closing price was reported) on the\n stock exchange determined by the Administrator to be the primary\n market for the Common Stock or the Nasdaq National Market, whichever\n is applicable or (B) if the Common Stock is not traded on any such\n exchange or national market system, the average of the closing bid and\n asked prices of a share of Common Stock on the Nasdaq Small Cap Market\n for the day prior to the time of the determination (or, if no such\n prices were reported on that date, on the last date on which such\n prices were reported), in each case, as reported in The Wall Street\n Journal or such other source as the Administrator deems reliable; or\n\n (2) In the absence of an established market of the type\n described in (1), above, for the Common Stock, and subject to (3),\n below, the Fair Market Value thereof shall be determined by the\n Administrator in good faith; or\n\n (3) On the initial Effective Date of the Plan, the Fair Market\n Value shall be the price at which the Board, or if applicable, the\n Pricing Committee of the Board, and the underwriters agree to offer\n the Common Stock to the public in the initial public offering of the\n Common Stock.\n\n (q) \"Offer Period\" means an Offer Period established pursuant to\n ------------\nSection 4 hereof.\n\n (r) \"Parent\" means a \"parent corporation,\" whether now or hereafter\n ------\nexisting, as defined in Section 424(e) of the Code.\n\n (s) \"Participant\" means an Employee of the Company or Designated\n -----------\nParent or Subsidiary who is actively participating in the Plan.\n\n (t) \"Plan\" means this Employee Stock Purchase Plan.\n ---- \n\n 3\n\n \n (u) \"Purchase Period\" means a period of approximately six months,\n --------------- \ncommencing on January 1 and July 1 of each year and terminating on the next\nfollowing June 30 or December 31, respectively; provided, however, that the\nfirst Purchase Period shall commence on the Effective Date and shall end on June\n30, 2002.\n\n (v) \"Purchase Price\" shall mean an amount equal to 85% of the Fair\n -------------- \nMarket Value of a share of Common Stock on the Enrollment Date or on the\nExercise Date, whichever is lower.\n\n (w) \"Reserves\" means the sum of the number of shares of Common Stock\n -------- \ncovered by each option under the Plan which have not yet been exercised and the\nnumber of shares of Common Stock which have been authorized for issuance under\nthe Plan but not yet placed under option.\n\n (x) \"Subsidiary\" means a \"subsidiary corporation,\" whether now or\n ---------- \nhereafter existing, as defined in Section 424(f) of the Code.\n\n 3. Eligibility.\n ----------- \n\n (a) General. Any individual who is an Employee on a given Enrollment\n ------- \nDate shall be eligible to participate in the Plan for the Offer Period\ncommencing with such Enrollment Date.\n\n (b) Limitations on Grant and Accrual. Any provisions of the Plan to\n -------------------------------- \nthe contrary notwithstanding, no Employee shall be granted an option under the\nPlan (i) if, immediately after the grant, such Employee (taking into account\nstock owned by any other person whose stock would be attributed to such Employee\npursuant to Section 424(d) of the Code) would own stock and\/or hold outstanding\noptions to purchase stock possessing five percent (5%) or more of the total\ncombined voting power or value of all classes of stock of the Company or of any\nParent or Subsidiary, or (ii) which permits the Employee's rights to purchase\nstock under all employee stock purchase plans of the Company and its Parents or\nSubsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars\n($25,000) worth of stock (determined at the Fair Market Value of the shares at\nthe time such option is granted) for each calendar year in which such option is\noutstanding at any time. The determination of the accrual of the right to\npurchase stock shall be made in accordance with Section 423(b)(8) of the Code\nand the regulations thereunder.\n\n (c) Other Limits on Eligibility. Notwithstanding Subsection (a),\n --------------------------- \nabove, the following Employees shall not be eligible to participate in the Plan\nfor any relevant Offer Period: (i) Employees whose customary employment is fewer\nthan 20 hours per week; (ii) Employees whose customary employment is for not\nmore than 5 or fewer months in any calendar year; (iii) Employees who are\nsubject to rules or laws of a foreign jurisdiction that prohibit or make\nimpractical the participation of such Employees in the Plan.\n\n 4\n\n \n 4. Offer Periods.\n ------------- \n\n (a) The Plan shall be implemented through overlapping or consecutive\nOffer Periods until such time as (i) the maximum number of shares of Common\nStock available for issuance under the Plan shall have been purchased or (ii)\nthe Plan shall have been sooner terminated in accordance with Section 19 hereof.\nThe maximum duration of an Offer Period shall be twenty-seven (27) months.\nInitially, the Plan shall be implemented through overlapping Offer Periods of\ntwenty-four (24) months' duration commencing each January 1 and July 1 following\nthe Effective Date (except that the initial Offer Period shall commence on the\nEffective Date and shall end on December 31, 2003).\n\n (b) A Participant shall be granted a separate option for each Offer\nPeriod in which he or she participates. The option shall be granted on the\nEnrollment Date and shall be automatically exercised in successive installments\non the Exercise Dates ending within the Offer Period.\n\n (c) An Employee may participate in only one Offer Period at a time.\nAccordingly, except as provided in Section 4(d), an Employee who wishes to join\na new Offer Period must withdraw from the current Offer Period in which the\nEmployee is participating and must also enroll in the new Offer Period prior to\nthe Enrollment Date for that Offer Period.\n\n (d) If on the first day of any Purchase Period in an Offer Period in\nwhich a Participant is participating, the Fair Market Value of the Common Stock\nis less than the Fair Market Value of the Common Stock on the Enrollment Date of\nthe Offer Period (after taking into account any adjustment during the Offer\nPeriod pursuant to Section 18(a)), the Offer Period shall be terminated\nautomatically and the Participant shall be enrolled automatically in the new\nOffer Period which has its first Purchase Period commencing on that date,\nprovided the Participant is eligible to participate in the Plan on that date and\nhas not elected to terminate participation in the Plan.\n\n (e) Except as specifically provided herein, the acquisition of Common\nStock through participation in the Plan for any Offer Period shall neither limit\nnor require the acquisition of Common Stock by a Participant in any subsequent\nOffer Period.\n\n 5. Participation.\n ------------- \n\n (a) All Employees eligible to participate in the Plan as of the first\nEnrollment Date of the Plan shall automatically become a Participant in the\ninitial Offer Period and be eligible to make a direct payment for shares of the\nCommon Stock on the Exercise Date of the first Purchase Period of the initial\nOffer Period in an amount equal to the lesser of the aggregate Purchase Price\nfor one thousand five hundred (1,500) shares of the Common Stock or ten percent\n(10%) of the Compensation that he or she receives during the first Purchase\nPeriod of the initial Offer Period, unless a change of status notice in the form\nof Exhibit C is filed to the contrary or the Participant withdraws from the Plan\nas provided in Section 10. No subscription agreement need be filed by the\nParticipant with the Company in order to participate in the initial Offer\nPeriod.\n\n 5\n\n \n (b) After the initial Offer Period, an eligible Employee may become a\nParticipant in the Plan by completing a subscription agreement authorizing\npayroll deductions in the form of Exhibit A to this Plan and filing it with the\ndesignated payroll office of the Company at least five (5) business days prior\nto the Enrollment Date for the Offer Period in which such participation will\ncommence, unless a later time for filing the subscription agreement is set by\nthe Administrator for all eligible Employees with respect to a given Offer\nPeriod.\n\n (c) No payroll deductions shall be made for Participants during the\nfirst Purchase Period of the initial Offer Period, unless a change of status\nnotice in the form of Exhibit C to this Plan authorizing the commencement of\npayroll deductions is filed by the Participant with the Company after a\nregistration statement on Form S-8 has been filed with the Securities Exchange\nCommission with respect to the shares being offered under the Plan. If so\nelected, the rate of payroll deductions during the first Purchase Period of the\ninitial Offer Period may exceed the maximum permitted rate under Section 6(a) to\nmake-up for missed payroll deductions that would otherwise have been made prior\nto the filing of the Form S-8 with respect to the Plan. Payroll deductions for\na Participant in the initial Offer Period shall commence at the rate elected by\nthe Participant under Section 6(a) with the first partial or full payroll period\nbeginning on the first day of the second Purchase Period of the initial Offer\nPeriod and shall end on the last complete payroll period during the initial\nOffer Period, unless a change of status notice in the form of Exhibit B is filed\nto the contrary or the Participant withdraws from the Plan as provided in\nSection 10. No direct payment for shares shall be permitted after the first\nPurchase Period of the initial Offer Period. Therefore, Participants in the\ninitial Offer Period must file the change of status notice in the form of\nExhibit C to this Plan prior to the commencement of the second Purchase Period\nof the initial Offer Period to assure maximum participation rights under the\nPlan.\n\n (d) For Offer Periods, other than the initial Offer Period, payroll\ndeductions for a Participant shall commence with the first partial or full\npayroll period beginning on the Enrollment Date and shall end on the last\ncomplete payroll period during the Offer Period, unless sooner terminated by the\nParticipant as provided in Section 10.\n\n 6. Payroll Deductions.\n ------------------ \n\n (a) At the time a Participant files a subscription agreement, the\nParticipant shall elect to have payroll deductions made during the Offer Period\nin amounts between one percent (1%) and not exceeding ten percent (10%) of the\nCompensation which the Participant receives during the Offer Period.\n\n (b) All payroll deductions made for a Participant shall be credited to\nthe Participant's account under the Plan and will be withheld in whole\npercentages only. A Participant may not make any additional payments into such\naccount.\n\n (c) A Participant may discontinue participation in the Plan as\nprovided in Section 10, or may increase or decrease the rate of payroll\ndeductions during the Offer Period by completing and filing with the Company a\nchange of status notice in the form of Exhibit B to this Plan authorizing an\nincrease or decrease in the payroll deduction rate. During the first Purchase\n\n 6\n\n \nPeriod of the initial Offer Period, a Participant may discontinue participation\nin the Plan as provided in Section 10 or initiate payroll deductions by\ncompleting and filing with the Company a change of status notice in the form of\nExhibit C to this Plan. Any increase or decrease in the rate of a Participant's\npayroll deductions shall be effective with the first full payroll period\ncommencing five (5) business days after the Company's receipt of the change of\nstatus notice unless the Company elects to process a given change in\nparticipation more quickly. A Participant's subscription agreement (as modified\nby any change of status notice) shall remain in effect for successive Offer\nPeriods unless terminated as provided in Section 10. The Administrator shall be\nauthorized to limit the number of payroll deduction rate changes during any\nOffer Period.\n\n (d) Notwithstanding the foregoing, to the extent necessary to comply\nwith Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's\npayroll deductions shall be decreased to 0%. Payroll deductions shall\nrecommence at the rate provided in such Participant's subscription agreement, as\namended, at the time when permitted under Section 423(b)(8) of the Code and\nSection 3(b) herein, unless such participation is sooner terminated by the\nParticipant as provided in Section 10.\n\n 7. Grant of Option. On the Enrollment Date, each Participant shall\n --------------- \nbe granted an option to purchase (at the applicable Purchase Price) up to a\nnumber of shares of the Common Stock determined by dividing ten percent (10%) of\nsuch Participant's Compensation receivable during the Offer Period by the\napplicable Purchase Price, subject to adjustment as provided in Section 18\nhereof; provided (i) that such option shall be subject to the limitations set\nforth in Sections 3(b), 6 and 12 hereof, and (ii) the maximum number of shares\nof Common Stock a Participant shall be permitted to purchase in any Purchase\nPeriod shall be one thousand (1,000) shares (except as provided in Section\n5(a), above), subject to adjustment as provided in Section 18 hereof. Exercise\nof the option shall occur as provided in Section 8, unless the Participant has\nwithdrawn pursuant to Section 10, and the option, to the extent not exercised,\nshall expire on the last day of the Offer Period.\n\n 8. Exercise of Option. Unless a Participant withdraws from the Plan\n ------------------ \nas provided in Section 10, below, the Participant's option for the purchase of\nshares will be exercised automatically on each Exercise Date, by applying the\naccumulated payroll deductions in the Participant's account to purchase the\nnumber of full shares subject to the option by dividing such Participant's\npayroll deductions accumulated prior to such Exercise Date and retained in the\nParticipant's account as of the Exercise Date by the applicable Purchase Price,\nprovided, however, that if a Participant is eligible to purchase any shares on\nthe first Exercise Date of the initial Offer Period by direct payment, the\nParticipant's option for the purchase of shares will be exercised to the extent\npossible by applying the direct payment amount made by the Participant to\npurchase the number of full shares subject to the option by dividing such direct\npayment amount by the applicable Purchase Price and, provided, further, in no\nevent may the accumulated payroll deductions and direct payment amounts applied\nto the purchase of shares on the first Exercise Date of the initial Offer Period\nexceed the amount specified in Section 5(a). No fractional shares will be\npurchased; any payroll deductions accumulated in a Participant's account which\nare not sufficient to purchase a full share shall be carried over to the next\nPurchase \n\n 7\n\n \nPeriod or Offer Period, whichever applies, or returned to the Participant, if\nthe Participant withdraws from the Plan. Any direct payment amounts which are\nnot sufficient to purchase a full share shall be returned to the Participant.\nNotwithstanding the foregoing, any amount remaining in a Participant's account\nor any excess direct payment amount following the purchase of shares on the\nExercise Date due to the application of Section 423(b)(8) of the Code or Section\n7, above, shall be returned to the Participant and shall not be carried over to\nthe next Offer Period or Purchase Period. During a Participant's lifetime, a\nParticipant's option to purchase shares hereunder is exercisable only by the\nParticipant.\n\n 9. Delivery. Upon receipt of a request from a Participant after each\n -------- \nExercise Date on which a purchase of shares occurs, the Company shall arrange\nthe delivery to such Participant, as promptly as practicable, of a certificate\nrepresenting the shares purchased upon exercise of the Participant's option.\n\n 10. Withdrawal; Termination of Employment.\n ------------------------------------- \n\n (a) A Participant may either (i) withdraw all but not less than all\nthe payroll deductions credited to the Participant's account and not yet used to\nexercise the Participant's option under the Plan or (ii) terminate future\npayroll deductions, but allow accumulated payroll deductions to be used to\nexercise the Participant's option under the Plan at any time by giving written\nnotice to the Company in the form of Exhibit B to this Plan. During the first\nPurchase Period of the initial Offer Period, a Participant may elect to withdraw\nfrom the Plan and not purchase shares by direct payment by giving written notice\nto the Company in the form of Exhibit C to this Plan. If the Participant elects\nwithdrawal alternative (i) described above, all of the Participant's payroll\ndeductions credited to the Participant's account will be paid to such\nParticipant as promptly as practicable after receipt of notice of withdrawal,\nsuch Participant's option for the Offer Period will be automatically terminated,\nand no further payroll deductions for the purchase of shares will be made during\nthe Offer Period. If the Participant elects withdrawal alternative (ii)\ndescribed above, no further payroll deductions for the purchase of shares will\nbe made during the Offer Period, all of the Participant's payroll deductions\ncredited to the Participant's account will be applied to the exercise of the\nParticipant's option on the next Exercise Date, and after such Exercise Date,\nsuch Participant's option for the Offer Period will be automatically terminated.\nIf a Participant withdraws from an Offer Period, payroll deductions will not\nresume at the beginning of the succeeding Offer Period unless the Participant\ndelivers to the Company a new subscription agreement.\n\n (b) Upon termination of a Participant's employment relationship (as\ndescribed in Section 2(k)) at a time more than three (3) months from the next\nscheduled Exercise Date, the payroll deductions credited to such Participant's\naccount during the Offer Period but not yet used to exercise the option will be\nreturned to such Participant or, in the case of his\/her death, to the person or\npersons entitled thereto under Section 14, and such Participant's option will be\nautomatically terminated. Upon termination of a Participant's employment\nrelationship (as described in Section 2(k)) within three (3) months of the next\nscheduled Exercise Date, the payroll deductions credited to such Participant's\naccount during the Offer Period but not yet used to exercise the option will be\napplied to the purchase of Common Stock on the next Exercise \n\n 8\n\n \nDate, unless the Participant (or in the case of the Participant's death, the\nperson or persons entitled to the Participant's account balance under Section\n14) withdraws from the Plan by submitting a change of status notice in\naccordance with subsection (a) of this Section 10. In such a case, no further\npayroll deductions will be credited to the Participant's account following the\nParticipant's termination of employment and the Participant's option under the\nPlan will be automatically terminated after the purchase of Common Stock on the\nnext scheduled Exercise Date.\n\n 11. Interest. No interest shall accrue on the payroll deductions\n -------- \ncredited to a Participant's account under the Plan.\n\n 12. Stock.\n ----- \n\n (a) Subject to adjustment upon changes in capitalization of the\nCompany as provided in Section 18, the maximum number of shares of Common Stock\nwhich shall be made available for sale under the Plan shall be 350,000 shares,\nplus an annual increase to be added on the first day of the Company's fiscal\nyear beginning in 2002 equal to the lesser of (i) 200,000 shares, (ii) three-\nquarters of one percent (.75%) of the outstanding shares of Common Stock on such\ndate, or (iii) a lesser number of shares determined by the Administrator. If\nthe Administrator determines that on a given Exercise Date the number of shares\nwith respect to which options are to be exercised may exceed (x) the number of\nshares then available for sale under the Plan or (y) the number of shares\navailable for sale under the Plan on the Enrollment Date(s) of one or more of\nthe Offer Periods in which such Exercise Date is to occur, the Administrator may\nmake a pro rata allocation of the shares remaining available for purchase on\nsuch Enrollment Dates or Exercise Date, as applicable, in as uniform a manner as\nshall be practicable and as it shall determine to be equitable, and shall either\ncontinue all Offer Periods then in effect or terminate any one or more Offer\nPeriods then in effect pursuant to Section 19, below.\n\n (b) A Participant will have no interest or voting right in shares\ncovered by the Participant's option until such shares are actually purchased on\nthe Participant's behalf in accordance with the applicable provisions of the\nPlan. No adjustment shall be made for dividends, distributions or other rights\nfor which the record date is prior to the date of such purchase.\n\n (c) Shares to be delivered to a Participant under the Plan will be\nregistered in the name of the Participant or in the name of the Participant and\nhis or her spouse.\n\n 9\n\n \n 13. Administration. The Plan shall be administered by the\n -------------- \nAdministrator which shall have full and exclusive discretionary authority to\nconstrue, interpret and apply the terms of the Plan, to determine eligibility\nand to adjudicate all disputed claims filed under the Plan. Every finding,\ndecision and determination made by the Administrator shall, to the full extent\npermitted by Applicable Law, be final and binding upon all persons.\n\n 14. Designation of Beneficiary.\n -------------------------- \n\n (a) Each Participant will file a written designation of a beneficiary\nwho is to receive any shares and cash, if any, from the Participant's account\nunder the Plan in the event of such Participant's death. If a Participant is\nmarried and the designated beneficiary is not the spouse, spousal consent shall\nbe required for such designation to be effective.\n\n (b) Such designation of beneficiary may be changed by the Participant\n(and the Participant's spouse, if any) at any time by written notice. In the\nevent of the death of a Participant and in the absence of a beneficiary validly\ndesignated under the Plan who is living (or in existence) at the time of such\nParticipant's death, the Company shall deliver such shares and\/or cash to the\nexecutor or administrator of the estate of the Participant, or if no such\nexecutor or administrator has been appointed (to the knowledge of the\nAdministrator), the Administrator shall deliver such shares and\/or cash to the\nspouse (or domestic partner, as determined by the Administrator) of the\nParticipant, or if no spouse (or domestic partner) is known to the\nAdministrator, then to the issue of the Participant, such distribution to be\nmade per stirpes (by right of representation), or if no issue are known to the\nAdministrator, then to the heirs at law of the Participant determined in\naccordance with Section 27.\n\n 15. Transferability. Neither payroll deductions credited to a\n --------------- \nParticipant's account nor any rights with regard to the exercise of an option or\nto receive shares under the Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws of descent and\ndistribution, or as provided in Section 14 hereof) by the Participant. Any such\nattempt at assignment, transfer, pledge or other disposition shall be without\neffect, except that the Administrator may treat such act as an election to\nwithdraw funds from an Offer Period in accordance with Section 10.\n\n 16. Use of Funds. All payroll deductions received or held by the\n ------------ \nCompany under the Plan may be used by the Company for any corporate purpose, and\nthe Company shall not be obligated to segregate such payroll deductions.\n\n 17. Reports. Individual accounts will be maintained for each\n ------- \nParticipant in the Plan. Statements of account will be given to Participants at\nleast annually, which statements will set forth the amounts of payroll\ndeductions, the Purchase Price, the number of shares purchased and the remaining\ncash balance, if any.\n\n 18. Adjustments Upon Changes in Capitalization; Corporate\n -----------------------------------------------------\nTransactions.\n------------ \n\n (a) Adjustments Upon Changes in Capitalization. Subject to any\n ------------------------------------------ \nrequired action by the stockholders of the Company, the Reserves, the Purchase\nPrice, the maximum \n\n 10\n\n \nnumber of shares that may be purchased in any Offer Period or Purchase Period,\nas well as any other terms that the Administrator determines require adjustment\nshall be proportionately adjusted for (i) any increase or decrease in the number\nof issued shares of Common Stock resulting from a stock split, reverse stock\nsplit, stock dividend, combination or reclassification of the Common Stock, (ii)\nany other increase or decrease in the number of issued shares of Common Stock\neffected without receipt of consideration by the Company, or (iii) as the\nAdministrator may determine in its discretion, any other transaction with\nrespect to Common Stock to which Section 424(a) of the Code applies; provided,\nhowever that conversion of any convertible securities of the Company shall not\nbe deemed to have been \"effected without receipt of consideration.\" Such\nadjustment shall be made by the Administrator and its determination shall be\nfinal, binding and conclusive. Except as the Administrator determines, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason hereof shall be made with respect to, the Reserves and the Purchase\nPrice.\n\n (b) Corporate Transactions. In the event of a proposed Corporate\n ---------------------- \nTransaction, each option under the Plan shall be assumed by such successor\ncorporation or a parent or subsidiary of such successor corporation, unless the\nAdministrator determines, in the exercise of its sole discretion and in lieu of\nsuch assumption, to shorten the Offer Period then in progress by setting a new\nExercise Date (the \"New Exercise Date\"). If the Administrator shortens the Offer\nPeriod then in progress in lieu of assumption in the event of a Corporate\nTransaction, the Administrator shall notify each Participant in writing, at\nleast ten (10) business days prior to the New Exercise Date, that the Exercise\nDate for the Participant's option has been changed to the New Exercise Date and\nthat the Participant's option will be exercised automatically on the New\nExercise Date, unless prior to such date the Participant has withdrawn from the\nOffer Period as provided in Section 10. For purposes of this Subsection, an\noption granted under the Plan shall be deemed to be assumed if, in connection\nwith the Corporate Transaction, the option is replaced with a comparable option\nwith respect to shares of capital stock of the successor corporation or Parent\nthereof. The determination of option comparability shall be made by the\nAdministrator prior to the Corporate Transaction and its determination shall be\nfinal, binding and conclusive on all persons.\n\n 19. Amendment or Termination.\n ------------------------ \n\n (a) The Administrator may at any time and for any reason terminate or\namend the Plan. Except as provided in Section 18, no such termination can\naffect options previously granted, provided that the Plan or any one or more\nOffer Periods may be terminated by the Administrator on any Exercise Date or by\nthe Administrator establishing a new Exercise Date with respect to any Offer\nPeriod and\/or any Purchase Period then in progress if the Administrator\ndetermines that the termination of the Plan or such one ore more Offer Periods\nis in the best interests of the Company and its stockholders. Except as\nprovided in Section 18 and this Section 19, no amendment may make any change in\nany option theretofore granted which adversely affects the rights of any\nParticipant without the consent of affected Participants. To the extent\nnecessary to comply with Section 423 of the Code (or any successor rule or\nprovision or any \n\n 11\n\n \nother Applicable Law), the Company shall obtain stockholder approval in such a\nmanner and to such a degree as required.\n\n (b) Without stockholder consent and without regard to whether any\nParticipant rights may be considered to have been \"adversely affected,\" the\nAdministrator shall be entitled to limit the frequency and\/or number of changes\nin the amount withheld during Offer Periods, change the length of Purchase\nPeriods within any Offer Period, determine the length of any future Offer\nPeriod, determine whether future Offer Periods shall be consecutive or\noverlapping, establish the exchange ratio applicable to amounts withheld in a\ncurrency other than U.S. dollars, establish additional terms, conditions, rules\nor procedures to accommodate the rules or laws of applicable foreign\njurisdictions, permit payroll withholding in excess of the amount designated by\na Participant in order to adjust for delays or mistakes in the Company's\nprocessing of properly completed withholding elections, establish reasonable\nwaiting and adjustment periods and\/or accounting and crediting procedures to\nensure that amounts applied toward the purchase of Common Stock for each\nParticipant properly correspond with amounts withheld from the Participant's\nCompensation, and establish such other limitations or procedures as the\nAdministrator determines in its sole discretion advisable and which are\nconsistent with the Plan.\n\n 20. Notices. All notices or other communications by a Participant to\n ------- \nthe Company under or in connection with the Plan shall be deemed to have been\nduly given when received in the form specified by the Administrator at the\nlocation, or by the person, designated by the Administrator for the receipt\nthereof.\n\n 21. Conditions Upon Issuance of Shares. Shares shall not be issued\n ---------------------------------- \nwith respect to an option unless the exercise of such option and the issuance\nand delivery of such shares pursuant thereto shall comply with all Applicable\nLaws and shall be further subject to the approval of counsel for the Company\nwith respect to such compliance. As a condition to the exercise of an option,\nthe Company may require the Participant to represent and warrant at the time of\nany such exercise that the shares are being purchased only for investment and\nwithout any present intention to sell or distribute such shares if, in the\nopinion of counsel for the Company, such a representation is required by any of\nthe aforementioned Applicable Laws. In addition, no options shall be exercised\nor shares issued hereunder before the Plan shall have been approved by\nstockholders of the Company as provided in Section 23.\n\n 22. Term of Plan. The Plan shall become effective upon the earlier\n ------------ \nto occur of its adoption by the Board or its approval by the stockholders of the\nCompany. It shall continue in effect for a term of ten (10) years unless sooner\nterminated under Section 19.\n\n 23. Stockholder Approval. Continuance of the Plan shall be subject\n -------------------- \nto approval by the stockholders of the Company within twelve (12) months before\nor after the date the Plan is adopted. Such stockholder approval shall be\nobtained in the degree and manner required under Applicable Laws.\n\n 24. No Employment Rights. The Plan does not, directly or indirectly,\n -------------------- \ncreate any right for the benefit of any employee or class of employees to\npurchase any shares under the Plan, or create in any employee or class of\nemployees any right with respect to continuation of \n\n 12\n\n \nemployment by the Company or a Designated Parent or Subsidiary, and it shall not\nbe deemed to interfere in any way with such employer's right to terminate, or\notherwise modify, an employee's employment at any time.\n\n 25. No Effect on Retirement and Other Benefit Plans. Except as\n ----------------------------------------------- \nspecifically provided in a retirement or other benefit plan of the Company or a\nDesignated Parent or Subsidiary, participation in the Plan shall not be deemed\ncompensation for purposes of computing benefits or contributions under any\nretirement plan of the Company or a Designated Parent or Subsidiary, and shall\nnot affect any benefits under any other benefit plan of any kind or any benefit\nplan subsequently instituted under which the availability or amount of benefits\nis related to level of compensation. The Plan is not a \"Retirement Plan\" or\n\"Welfare Plan\" under the Employee Retirement Income Security Act of 1974, as\namended.\n\n 26. Effect of Plan. The provisions of the Plan shall, in accordance\n -------------- \nwith its terms, be binding upon, and inure to the benefit of, all successors of\neach Participant, including, without limitation, such Participant's estate and\nthe executors, administrators or trustees thereof, heirs and legatees, and any\nreceiver, trustee in bankruptcy or representative of creditors of such\nParticipant.\n\n 27. Governing Law. The Plan is to be construed in accordance with\n ------------- \nand governed by the internal laws of the State of California (as permitted by\nSection 1646.5 of the California Civil Code, or any similar successor provision)\nwithout giving effect to any choice of law rule that would cause the application\nof the laws of any jurisdiction other than the internal laws of the State of\nCalifornia to the rights and duties of the parties, except to the extent the\ninternal laws of the State of California are superseded by the laws of the\nUnited States. Should any provision of the Plan be determined by a court of law\nto be illegal or unenforceable, the other provisions shall nevertheless remain\neffective and shall remain enforceable.\n\n 28. Dispute Resolution. The provisions of this Section 28 (and as\n ------------------ \nrestated in the Subscription Agreement) shall be the exclusive means of\nresolving disputes arising out of or relating to the Plan. The Company and the\nParticipant, or their respective successors (the \"parties\"), shall attempt in\ngood faith to resolve any disputes arising out of or relating to the Plan by\nnegotiation between individuals who have authority to settle the controversy.\nNegotiations shall be commenced by either party by notice of a written statement\nof the party's position and the name and title of the individual who will\nrepresent the party. Within thirty (30) days of the written notification, the\nparties shall meet at a mutually acceptable time and place, and thereafter as\noften as they reasonably deem necessary, to resolve the dispute. If the dispute\nhas not been resolved by negotiation, the parties agree that any suit, action,\nor proceeding arising out of or relating to the Plan shall be brought in the\nUnited States District Court for the Eastern District of California (or should\nsuch court lack jurisdiction to hear such action, suit or proceeding, in a\nCalifornia state court in the County of Yolo) and that the parties shall submit\nto the jurisdiction of such court. The parties irrevocably waive, to the\nfullest extent permitted by law, any objection the party may have to the laying\nof venue for any such suit, action or proceeding brought in such court. THE\nPARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF\nANY SUCH SUIT, ACTION OR PROCEEDING. If any one or \n\n 13\n\n \nmore provisions of this Section 28 shall for any reason be held invalid or\nunenforceable, it is the specific intent of the parties that such provisions\nshall be modified to the minimum extent necessary to make it or its application\nvalid and enforceable.\n\n 14\n\n \n Exhibit A\n\n\n AgraQuest, Inc. 2001 Employee Stock Purchase Plan\n SUBSCRIPTION AGREEMENT\n\n Effective with the Offer Period beginning on:\n [_] ESPP Effective Date [_] January 1, 200__ or [_] July 1, 200__\n\n1. Personal Information\n\n<\/pre>\n
\n
\n Legal Name (Please Print) _____________________________________________________________ __________________ ________________
\n (Last) (First) (MI) Location Department<\/p>\n Street Address ________________________________________________________________________ _____________________________________
\n Daytime Telephone<\/p>\n
City, State\/Country, Zip ______________________________________________________________ _____________________________________
\n E-Mail Address<\/p>\n
Social Security No. __ __ __ – __ __ – __ __ __ __ Employee I.D. No. ______________ _____________________________________
\n Manager Mgr. Location
\n<\/c><\/s><\/table>\n
2. Eligibility Any Employee whose customary employment is more than 20 hours
\n per week and more than 5 months per calendar year, and who does not hold
\n (directly or indirectly) five percent (5%) or more of the combined voting
\n power of the Company, a parent or a subsidiary, whether in stock or options
\n to acquire stock is eligible to participate in the AgraQuest, Inc. 2001
\n Employee Stock Purchase Plan (the “ESPP”); provided, however, that
\n Employees who are subject to the rules or laws of a foreign jurisdiction
\n that prohibit or make impractical the participation of such Employees in
\n the ESPP are not eligible to participate.
\n3. Definitions Each capitalized term in this Subscription Agreement shall
\n have the meaning set forth in the ESPP.
\n4. Subscription I hereby elect to participate in the ESPP and subscribe to
\n purchase shares of the Company’s Common Stock in accordance with this
\n Subscription Agreement and the ESPP. I have received a complete copy of the
\n ESPP and a prospectus describing the ESPP and understand that my
\n participation in the ESPP is in all respects subject to the terms of the
\n ESPP. The effectiveness of this Subscription Agreement is dependent on my
\n eligibility to participate in the ESPP.
\n5. Payroll Deduction Authorization I hereby authorize payroll deductions from
\n my Compensation during the Offer Period in the percentage specified below
\n (payroll reductions may not exceed 10% of Compensation nor $21,250 per
\n calendar year):<\/p>\n
\n —————————————————————————————————————
\n
\n Percentage to be Deducted (circle one) 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
\n —————————————————————————————————————
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/table>\n6. ESPP Accounts and Purchase Price I understand that all payroll deductions
\n will be credited to my account under the ESPP. No additional payments may
\n be made to my account. No interest will be credited on funds held in the
\n account at any time including any refund of the account caused by
\n withdrawal from the ESPP. All payroll deductions shall be accumulated for
\n the purchase of Company Common Stock at the applicable Purchase Price
\n determined in accordance with the ESPP.
\n7. Withdrawal and Changes in Payroll Deduction I understand that I may
\n discontinue my participation in the ESPP at any time prior to an Exercise
\n Date as provided in Section 10 of the ESPP, but if I do not withdraw from
\n the ESPP, any accumulated payroll deductions will be applied automatically
\n to purchase Company Common Stock. I may increase or decrease the rate of my
\n payroll deductions in whole percentage increments to not less than one
\n percent (1%) on one occasion during any Purchase Period by completing and
\n timely filing a Change of Status Notice. Any increase or decrease will be
\n effective for the full payroll period occurring after five (5) business
\n days from the Company’s receipt of the Change of Status Notice.
\n8. Perpetual Subscription I understand that this Subscription Agreement shall
\n remain in effect for successive Offer Periods until I withdraw from
\n participation in the ESPP, or termination of the ESPP.
\n9. Taxes I have reviewed the ESPP prospectus discussion of the federal tax
\n consequences of participation in the ESPP and consulted with tax
\n consultants as I deemed advisable prior to my participation in the ESPP. I
\n hereby agree to notify <\/p>\n
A-1<\/p>\n
the Company in writing within thirty (30) days of any disposition (transfer
\n or sale) of any shares purchased under the ESPP if such disposition occurs
\n within two (2) years of the Enrollment Date (the first day of the Offer
\n Period during which the shares were purchased) or within one (1) year of
\n the Exercise Date (the date I purchased such shares), and I will make
\n adequate provision to the Company for foreign, federal, state or other tax
\n withholding obligations, if any, which arise upon the disposition of the
\n shares. In addition, the Company may withhold from my Compensation any
\n amount necessary to meet applicable tax withholding obligations incident to
\n my participation in the ESPP, including any withholding necessary to make
\n available to the Company any tax deductions or benefits contingent on such
\n withholding.
\n10. Dispute Resolution The provisions of this Section 10 and Section 28 of the
\n ESPP shall be the exclusive means of resolving disputes arising out of or
\n relating to the Plan. The Company and I, or our respective successors (the
\n “parties”), shall attempt in good faith to resolve any disputes arising out
\n of or relating to the Plan by negotiation between individuals who have
\n authority to settle the controversy. Negotiations shall be commenced by
\n either party by notice of a written statement of the party’s position and
\n the name and title of the individual who will represent the party. Within
\n thirty (30) days of the written notification, the parties shall meet at a
\n mutually acceptable time and place, and thereafter as often as they
\n reasonably deem necessary, to resolve the dispute. If the dispute has not
\n been resolved by negotiation, the Company and I agree that any suit,
\n action, or proceeding arising out of or relating to the Plan shall be
\n brought in the United States District Court for the Eastern District of
\n California (or should such court lack jurisdiction to hear such action,
\n suit or proceeding, in a California state court in the County of Yolo) and
\n that we shall submit to the jurisdiction of such court. The Company and I
\n irrevocably waive, to the fullest extent permitted by law, any objection we
\n may have to the laying of venue for any such suit, action or proceeding
\n brought in such court. THE COMPANY AND I ALSO EXPRESSLY WAIVE ANY RIGHT WE
\n HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If
\n any one or more provisions of this Section 10 or Section 28 of the ESPP
\n shall for any reason be held invalid or unenforceable, it is the specific
\n intent of the Company and I that such provisions shall be modified to the
\n minimum extent necessary to make it or its application valid and
\n enforceable.
\n11. Designation of Beneficiary In the event of my death, I hereby designate
\n the following person or trust as my beneficiary to receive all payments and
\n shares due to me under the ESPP: [_] I am single [_] I am married<\/p>\n
\n
\n Beneficiary (please print)______________________________________________________ Relationship to Beneficiary (if any)
\n (Last) (First) (MI)<\/p>\n Street Address _________________________________________________________________ ____________________________________<\/p>\n
City, State\/Country, Zip _______________________________________________________
\n<\/c><\/s><\/table>\n
12. Termination of ESPP I understand that the Company has the right,
\n exercisable in its sole discretion, to amend or terminate the ESPP at any
\n time, and a termination may be effective as early as an Exercise Date,
\n including the establishment of an alternative date for an Exercise Date
\n within each outstanding Offer Period.<\/p>\n
\n
\n Date: ______________________ Employee Signature:___________________________________________________________<\/p>\n ___________________________________________________________
\n spouse’s signature (if beneficiary is other than spouse)
\n<\/c><\/s><\/table>\n
A-2<\/p>\n
Exhibit B<\/p>\n
AgraQuest, Inc. 2001 Employee Stock Purchase Plan
\n CHANGE OF STATUS NOTICE<\/p>\n
______________________________________________
\nParticipant Name (Please Print)<\/p>\n
______________________________________________
\nSocial Security Number<\/p>\n
================================================================================
\n Withdrawal From ESPP<\/p>\n
I hereby withdraw from the AgraQuest, Inc. 2001 Employee Stock Purchase
\n Plan (the “ESPP”) and agree that my option under the applicable Offer
\n Period will be automatically terminated and all accumulated payroll
\n deductions credited to my account will be refunded to me or applied to the
\n purchase of Common Stock depending on the alternative indicated below. No
\n further payroll deductions will be made for the purchase of shares in the
\n applicable Offer Period and I shall be eligible to participate in a future
\n Offer Period only by timely delivery to the Company of a new Subscription
\n Agreement.<\/p>\n
[_] Withdrawal and Purchase of Common Stock<\/p>\n
Payroll deductions will terminate, but your account balance will be applied
\n to purchase Common Stock on the next Exercise Date. Any remaining balance
\n will be refunded.<\/p>\n
[_] Withdrawal Without Purchase of Common Stock<\/p>\n
Entire account balance will be refunded to me and no Common Stock will be
\n purchased on the next Exercise Date provided this notice is submitted to
\n the Company ten (10) business days prior to the next Exercise Date.<\/p>\n
================================================================================<\/p>\n
[_] Change in Payroll Deduction<\/p>\n
I hereby elect to change my rate of payroll deduction under the ESPP as
\n follows (select one):<\/p>\n
——————————————————————————–
\nPercentage to be Deducted (circle one) 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
\n——————————————————————————–<\/p>\n
An increase or a decrease in payroll deduction will be effective for the
\n first full payroll period commencing no fewer than five (5) business days
\n following the Company’s receipt of this notice, unless this change is
\n processed more quickly.<\/p>\n
================================================================================<\/p>\n
B-1<\/p>\n
================================================================================<\/p>\n
[_] Change of Beneficiary [_] I am single [_] I am married<\/p>\n
This change of beneficiary shall terminate my previous beneficiary
\n designation under the ESPP. In the event of my death, I hereby designate
\n the following person or trust as my beneficiary to receive all payments and
\n shares due to me under the ESPP:<\/p>\n
\n
\nBeneficiary (please print) _____________________________________________________ Relationship to Beneficiary (if any)
\n (Last) (First) (MI)<\/p>\nStreet Address _________________________________________________________________ ____________________________________<\/p>\n
City, State\/Country, Zip _______________________________________________________
\n<\/c><\/s><\/table>\n
================================================================================<\/p>\n
\n
\nDate: _______________________ Employee Signature: ____________________________________________________________<\/p>\n ____________________________________________________________
\n spouse’s signature (if new beneficiary is other than spouse)
\n<\/c><\/s><\/table>\n
B-1<\/p>\n
Exhibit C<\/p>\n
AgraQuest, Inc. 2001 Employee Stock Purchase Plan
\n CHANGE OF STATUS NOTICE
\n DURING FIRST PURCHASE PERIOD OF THE INITIAL OFFER PERIOD<\/p>\n
____________________________________________
\nParticipant Name (Please Print)<\/p>\n
____________________________________________
\nSocial Security Number<\/p>\n
================================================================================
\n Withdrawal From ESPP<\/p>\n
I hereby withdraw from the AgraQuest, Inc. 2001 Employee Stock Purchase
\n Plan (the “ESPP”) and agree that my option under the applicable Offer
\n Period will be automatically terminated. No payroll deductions will be
\n made for the purchase of shares in the initial Offer Period and I shall be
\n eligible to participate in a future Offer Period only by timely delivery to
\n the Company of a new Subscription Agreement.<\/p>\n
[_] Withdrawal Without Purchase by Direct Payment<\/p>\n
I elect not to purchase shares by direct payment during the first Purchase
\n Period of the initial Offer Period.<\/p>\n
================================================================================<\/p>\n
[_] Initiate Payroll Deduction During First Purchase Period of Initial Offer
\n Period<\/p>\n
I hereby elect to initiate payroll deduction under the ESPP as follows
\n (select one):<\/p>\n
——————————————————————————–
\nPercentage to be Deducted (circle one) 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
\n——————————————————————————–
\n To the extent possible, the rate of payroll deduction will exceed the
\n percentage indicated to yield the correct amount of withholding on the
\n Exercise Date to cover payroll periods during which no withholding for
\n participation in the Plan was made.<\/p>\n
I understand that this notice and payroll withholding rate shall remain in
\n effect for successive Offer Periods until I withdraw from participation in
\n the ESPP, change withholding rates, or the ESPP terminates.<\/p>\n
An increase or a decrease in payroll deduction or direct payment percentage
\n will be effective for the first full payroll period commencing no fewer
\n than five (5) business days following the Company’s receipt of this notice,
\n unless this change is processed more quickly.<\/p>\n
================================================================================<\/p>\n
B-1<\/p>\n
================================================================================<\/p>\n
Designation of Beneficiary<\/p>\n
In the event of my death, I hereby designate the following person or trust as my
\nbeneficiary to receive all payments and shares due to me under the ESPP:
\n[_] I am single [_] I am married<\/p>\n
\n
\n Beneficiary (please print) ___________________________________________________ Relationship to Beneficiary (if any)
\n (Last) (First) (MI)<\/p>\n Street Address _______________________________________________________________ ____________________________________<\/p>\n
City, State\/Country, Zip _____________________________________________________
\n<\/c><\/s><\/table>\n
================================================================================<\/p>\n
\n
\n Date: _____________________________ Employee Signature: _____________________________________________________________<\/p>\n _____________________________________________________________
\n spouse’s signature (if new beneficiary is other than spouse)
\n<\/c><\/s><\/table>\n
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