{"id":38831,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-jds-uniphase-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-jds-uniphase-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-jds-uniphase-corp.html","title":{"rendered":"Employee Stock Purchase Plan – JDS Uniphase Corp."},"content":{"rendered":"

JDS UNIPHASE CORPORATION<\/strong><\/p>\n

1998 EMPLOYEE STOCK PURCHASE PLAN
\nAs Amended and Restated on June 24, 2009<\/strong><\/p>\n

I.<\/strong> PURPOSE<\/u><\/strong><\/p>\n

The JDS Uniphase Corporation 1998 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”)
\nis intended to provide eligible employees of the Company and one or more of its
\nCorporate Affiliates with the opportunity to acquire a proprietary interest in
\nthe Company through participation in a plan designed to qualify as an employee
\nstock purchase plan under Section 423 of the Internal Revenue Code (the “Code”).
\nThe Plan was originally amended on November 9, 2001 and subsequently amended and
\nrestated on July 31, 2002, November 10, 2005 and November 16, 2007. This
\namendment and restatement of the Plan was made on June 24, 2009 and shall be
\neffective for offerings made under the Plan commencing on or after August 1,
\n2009.<\/p>\n

II.<\/strong> DEFINITIONS<\/u><\/strong><\/p>\n

For purposes of administration of the Plan, the following terms shall have
\nthe meanings indicated:<\/p>\n

Compensation<\/u> means the (i) regular base salary paid to a Participant
\nby one or more Participating Companies during such individual153s period of
\nparticipation in the Plan, plus (ii) any amounts contributed by the Corporation
\nor any Corporate Affiliate pursuant to a salary reduction agreement which are
\nnot includible in the gross income of the Participant by reason of Code Sections
\n402(e)(3) or 125, plus (iii) all of the following amounts to the extent paid in
\ncash: overtime payments, bonuses, commissions, profit-sharing distributions and
\nother incentive-type payments. However, Eligible Earnings shall not include any
\ncontributions (other than those excludible from the Participant153s gross income
\nunder Code Sections 402(e)(3) or 125) made on the Participant153s behalf by the
\nCorporation or any Corporate Affiliate to any deferred compensation plan or
\nwelfare benefit program now or hereafter established.<\/p>\n

Board<\/u> means the Board of Directors of the Company.<\/p>\n

Company<\/u> means JDS Uniphase Corporation, a Delaware corporation, and
\nany corporate successor to all or substantially all of the assets or voting
\nstock of JDS Uniphase Corporation, which shall by appropriate action adopt the
\nPlan.<\/p>\n

Corporate Affiliate<\/u> means any company which is either the parent
\ncorporation or a subsidiary corporation of the Company (as determined in
\naccordance with Section 424 of the Code), including any parent or subsidiary
\ncorporation which becomes such after the Effective Date.<\/p>\n

Effective Date<\/u> means August 1, 1998. However, should any Corporate
\nAffiliate become a Participating Company in the Plan after such applicable date,
\nthen such entity shall have a designated separate Effective Date with respect to
\nits employee-Participants.<\/p>\n

Employee<\/u> means any person who is regularly engaged, for a period of
\nmore than 20 hours per week and more than 5 months per calendar year, in the
\nrendition of personal services to the Company or any other Participating Company
\nfor earnings considered wages under Section 3121(a) of the Code. For purposes of
\nthe Plan, a person153s employment with the Company or a Participating Company
\nterminates and the person ceases to be an Employee on the date on which such
\nperson ceases to provide continuous active service to the Company or
\nParticipating Company. In jurisdictions requiring notice in advance of an
\neffective termination of an employee153s employment, an employee153s continuous
\nactive service shall be deemed terminated upon the actual cessation of the
\nactive performance of duties or responsibilities in providing services to the
\nCompany or a Participating Company, notwithstanding any required notice period
\nthat must be fulfilled or pay in lieu of notice or severance pay that must be
\nprovided before a termination as an employee can otherwise become effective
\nunder applicable laws, regardless of whether such notice has been fulfilled or
\npay in lieu of notice or severance pay has been provided. Further, and
\nnotwithstanding anything else in the Plan, a person153s employment with the
\nCompany or a Participating Company terminates and the person<\/p>\n

\n

<\/p>\n

ceases to be an Employee on the date that he or she is notified that his or
\nher employment is terminated for cause or for just cause. The terms “termination
\nof employment” or “cessation of Employee status” or similar terms have meaning
\ncorresponding to this definition of “Employee.”<\/p>\n

Participant<\/u> means any Employee of a Participating Company who is
\nactively participating in the Plan.<\/p>\n

Participating Company<\/u> means the Company and such Corporate Affiliate
\nor Affiliates as may be designated from time to time by the Board.<\/p>\n

Plan Administrator<\/u> means either the Board or a Committee of the Board
\nthat is responsible for administration of the Plan.<\/p>\n

Purchase Period<\/u> means, effective February 1, 2006 and thereafter, each
\nsix-month period commencing on (1) any February 1 and ending on the subsequent
\nJuly 31, or (2) commencing on August 1 and ending on the subsequent January 31.\n<\/p>\n

Stock<\/u> means shares of the common stock of the Company.<\/p>\n

III.<\/strong> ADMINISTRATION<\/u><\/strong><\/p>\n

(a) The Plan shall be administered by the Plan Administrator which shall have
\nfull and exclusive discretionary authority to construe, interpret and apply the
\nterms of the Plan, to determine eligibility and to adjudicate all disputed
\nclaims filed under the Plan. Every finding, decision and determination made by
\nthe Plan Administrator shall, to the full extent permitted by applicable law, be
\nfinal and binding upon all persons.<\/p>\n

(b) No member of the Committee while serving as such shall be eligible to
\nparticipate in the Plan.<\/p>\n

IV.<\/strong> PURCHASE PERIODS<\/u><\/strong><\/p>\n

(a) Stock shall be offered for purchase under the Plan through a series of
\nsuccessive six-month Purchase Periods until such time as (i) the maximum number
\nof shares of Stock available for issuance under the Plan shall have been
\npurchased or (ii) the Plan shall have been sooner terminated, discontinued, or
\nsuspended in accordance with Article X or Article XI. Two (2) separate Purchase
\nPeriods shall commence in each calendar year during which the Plan remains in
\nexistence.<\/p>\n

(b) The Participant shall be granted a separate purchase right for each
\nPurchase Period in which he\/she participates. The purchase right shall be
\ngranted on the first day of the Purchase Period and shall be automatically
\nexercised on the last day of such Purchase Period provided such purchase right
\nremains outstanding on such date.<\/p>\n

(c) The acquisition of Stock through participation in the Plan for any
\nPurchase Period shall neither limit nor require the acquisition of Stock by the
\nParticipant in any subsequent Purchase Period, subject to the limitations of
\nSections V, VII, and VIII hereof.<\/p>\n

(d) Under no circumstances shall any purchase rights granted under the Plan
\nbe exercised, nor shall any shares of Stock be issued hereunder, until such time
\nas (i) the Plan shall have been approved by the Company153s stockholders and (ii)
\nthe Company shall have complied with all applicable requirements of the
\nSecurities Act of 1933 (as amended), all applicable listing requirements of any
\nsecurities exchange on which the Stock is listed and all other applicable
\nrequirements established by law or regulation.<\/p>\n

V.<\/strong> ELIGIBILITY AND PARTICIPATION<\/u><\/strong>\n<\/p>\n

(a) Every Employee of a Participating Company shall be eligible to
\nparticipate in the Plan on the first day of the first Purchase Period following
\nthe Employee153s commencement of service with the Company or any Corporate
\nAffiliate, but in no event shall participation commence prior to the Effective
\nDate.<\/p>\n

2<\/p>\n

\n

<\/p>\n

(b) In order to participate in the Plan for a particular Purchase Period, the
\nEmployee must complete the enrollment forms prescribed by the Plan Administrator
\n(including a purchase agreement and a payroll deduction authorization) and file
\nsuch forms with the Plan Administrator (or its designate) prior to the
\ncommencement date of the Purchase Period.<\/p>\n

(c) The payroll deduction authorized by a Participant for purposes of
\nacquiring Stock under the Plan may be any multiple of 1% of Compensation paid to
\nthe Participant during the relevant Purchase Period, up to a maximum of 10%. The
\ndeduction rate so authorized shall continue in effect for the entire Purchase
\nPeriod unless the Participant shall, prior to the end of the Purchase Period for
\nwhich the purchase right is in effect, reduce the rate by filing the appropriate
\nform with the Plan Administrator (or its designate). The reduced rate shall
\nbecome effective as soon as practicable following the filing of such form. Each
\nParticipant shall be permitted such a rate reduction only one (1) time in each
\nPurchase Period. The reduced rate shall continue in effect for the entire
\nPurchase Period and for each subsequent Purchase Period, unless the Participant
\nshall, prior to the commencement of any subsequent Purchase Period, designate a
\ndifferent rate (up to the 10% maximum) by filing the appropriate form with the
\nPlan Administrator (or its designate). The new rate shall become effective for
\nthe first Purchase Period commencing after the filing of such form. Payroll
\ndeductions, however, will automatically cease upon the termination of the
\nParticipant153s purchase right in accordance with Section VII(d) or (e) below.\n<\/p>\n

(d) With respect to Participants who are not United States residents, the
\namount deducted for each such Participant shall be deducted from the
\nParticipant153s salary in the currency in which such Participant is compensated
\nand shall be converted to United States dollars by using the United States
\nbuying rate as reported by Bloomberg for the purchase of United States dollars
\nwith such currency on the day Stock is purchased for the Participant153s account.\n<\/p>\n

VI.<\/strong> STOCK SUBJECT TO PLAN<\/u><\/strong><\/p>\n

(a) The Stock purchasable by Participants under the Plan shall, solely in the
\nBoard153s discretion, be made available from either authorized but unissued Stock
\nor from reacquired Stock, including shares of Stock purchased on the open
\nmarket. The total number of shares of Stock which may be issued under the Plan
\nshall not exceed Fifty Million (50,000,000) shares (subject to adjustment under
\nSection VI(b)). With respect to any amendment to increase the total number of
\nshares of Stock under the Plan, the Plan Administrator shall have discretion to
\ndisallow the purchase of any increased shares of Stock for the Purchase Period
\nin existence at the time of such increase. If the Plan Administrator determines
\nthat on a given purchase date the number of shares with respect to which
\npurchase rights are to be exercised may exceed the number of shares then
\navailable for sale under the Plan, the Plan Administrator may make a pro-rata
\nallocation of the shares remaining available for purchase on such purchase date
\nin as uniform a manner as shall be practicable and as it shall determine to be
\nequitable and continue such Purchase Period. Any amount remaining in a
\nParticipant153s payroll account following such pro-rata allocation shall be
\npromptly refunded to the Participant and shall not be carried over to any future
\nPurchase Period.<\/p>\n

(b) In the event any change is made to the Stock purchasable under the Plan
\nby reason of any recapitalization, stock dividend, stock split, combination of
\nshares or other change affecting the outstanding common stock of the Company as
\na class without receipt of consideration, then appropriate adjustments shall be
\nmade by the Plan Administrator to the class and maximum number of shares
\npurchasable under the Plan, the class and maximum number of shares purchasable
\nper Participant under any purchase right outstanding at the time or purchasable
\nper Participant over the term of the Plan, and the class and number of shares
\nand the price per share of the Stock subject to outstanding purchase rights held
\nby Participants under the Plan.<\/p>\n

VII.<\/strong> PURCHASE RIGHTS<\/u><\/strong><\/p>\n

An Employee who participates in the Plan for a particular Purchase Period
\nshall have the right to purchase Stock on the purchase date for such Purchase
\nPeriod upon the terms and conditions set forth below and shall execute a
\npurchase agreement embodying such terms and conditions and such other provisions
\n(not inconsistent with the Plan) as the Plan Administrator may deem advisable.\n<\/p>\n

(a) Purchase Price<\/u>. The purchase price per share shall be the
\nlesser<\/u> of (i) 95% of the fair market value of a share of Stock on the
\ndate on which the purchase right is granted or (ii) 95% of the fair market value
\nof a share of<\/p>\n

3<\/p>\n

\n

<\/p>\n

Stock on the date the purchase right is exercised. For purposes of
\ndetermining such fair market value (and for all other valuation purposes under
\nthe Plan), the fair market value per share of Stock on any date shall be the
\nclosing selling price per share (or the closing bid, if no sales are reported on
\nsuch date), as officially quoted on any established stock exchange or a national
\nmarket system, including without limitation The Nasdaq National Market or The
\nNasdaq SmallCap Market of The Nasdaq Stock Market, on the date of determination
\n(or, if no closing selling price or closing bid was reported on that date, as
\napplicable, on the last trading date such closing selling price or closing bid
\nwas reported), as reported in The Wall Street Journal or such other source as
\nthe Plan Administrator deems reliable;<\/p>\n

(b) Number of Purchasable Shares<\/u>. The number of shares purchasable by
\na Participant on a purchase date for a Purchase Period shall be the number of
\nwhole shares obtained by dividing the amount collected from the Participant
\nthrough payroll deductions during the Purchase Period, together with any amount
\ncarried over from the prior Purchase Period pursuant to the provisions of
\nSection VII(f), by the purchase price in effect for such purchase date. However,
\nthe maximum number of shares purchasable by the Participant pursuant to any one
\noutstanding purchase right shall not exceed 4,000 shares (subject to adjustment
\nunder Section VI(b)).<\/p>\n

Under no circumstances shall purchase rights be granted under the Plan to any
\nEmployee if such Employee would, immediately after the grant, own (within the
\nmeaning of Section 424(d) of the Code), or hold outstanding options or other
\nrights to purchase, stock possessing 5% or more of the total combined voting
\npower or value of all classes of stock of the Company or any of its Corporate
\nAffiliates.<\/p>\n

(c) Payment<\/u>. Payment for Stock purchased under the Plan shall be
\neffected by means of the Participant153s authorized payroll deductions. Such
\ndeductions shall begin on the first pay day coincident with or immediately
\nfollowing the commencement date of the relevant Purchase Period and shall
\nterminate with the pay day ending with or immediately prior to the last day of
\nthe Purchase Period. The amounts so collected shall be credited to the
\nParticipant153s individual account under the Plan, but no interest shall be paid
\non the balance from time to time outstanding in the account. The amounts
\ncollected from a Participant may be commingled with the general assets of the
\nCompany and may be used for general corporate purposes.<\/p>\n

(d) Termination of Purchase Rights<\/u>.<\/p>\n

(i) A Participant may, prior to any purchase date, terminate his\/her
\noutstanding purchase right under the Plan by filing the prescribed notification
\nform with the Plan Administrator (or its designate). The Company will then
\nrefund the payroll deductions which the Participant made with respect to the
\nterminated purchase right, and no further amounts will be collected from the
\nParticipant with respect to such terminated right.<\/p>\n

(ii) The termination shall be irrevocable with respect to the particular
\nPurchase Period to which it pertains and shall also require the Participant to
\nre-enroll in the Plan (by making a timely filing of a new purchase agreement and
\npayroll deduction authorization) if the Participant wishes to resume
\nparticipation in a subsequent Purchase Period.<\/p>\n

(e) Termination of Employment<\/u>. If a Participant ceases Employee status
\nduring any Purchase Period, then the Participant153s outstanding purchase right
\nunder the Plan shall immediately terminate and all sums previously collected
\nfrom the Participant and not previously applied to the purchase of stock during
\nsuch Purchase Period shall be promptly refunded. However, should the Participant
\ndie or become permanently disabled while in Employee status, then the
\nParticipant or the person or persons to whom the rights of the deceased
\nParticipant under the Plan are transferred by will or by the laws of descent and
\ndistribution (the “successor”) will have the election, exercisable at any time
\nprior to the purchase date for the Purchase Period in which the Participant dies
\nor becomes permanently disabled, to (i) withdraw all of the funds in the
\nParticipant153s payroll account at the time of his\/her cessation of Employee
\nstatus or (ii) have such funds held for purchase of shares of Stock on the
\npurchase date. If the Plan Administrator (or its designate) does not receive
\nsuch an election prior to the purchase date for such Purchase Period, the
\nsuccessor will be deemed to have elected to withdraw all of the funds in the
\nParticipant153s payroll account at the time of his\/her cessation of Employee
\nstatus and such funds shall be distributed to the successor as soon as
\nadministratively practicable. In no event, however, shall any further payroll
\ndeductions be added to the Participant153s<\/p>\n

4<\/p>\n

\n

<\/p>\n

account following his\/her cessation of Employee status.<\/p>\n

For purposes of the Plan, a Participant shall be deemed to be permanently
\ndisabled if he\/she is unable, by reason of any medically determinable physical
\nor mental impairment expected to result in death or to be of continuous duration
\nof at least twelve (12) months, to engage in any substantial gainful employment.\n<\/p>\n

(f) Stock Purchase<\/u>. Outstanding purchase rights shall be automatically
\nexercised as provided in Section IV(b). The exercise shall be effected by
\napplying the amount credited to the Participant153s account on the last date of
\nthe Purchase Period to the purchase of whole shares of Stock (subject to the
\nlimitations on the maximum number of purchasable shares set forth in Section
\nVII(b)) at the purchase price in effect for such purchase date. Any amount
\nremaining in the Participant153s account after such exercise representing a
\nfractional share of Stock shall be held for the purchase of Stock on the next
\npurchase date; provided<\/u>, however, that any other amount not applied to
\nthe purchase of Stock at the end of a Purchase Period shall be refunded promptly
\nafter the close of the Purchase Period, including any amount not applied to the
\npurchase of stock by reason by the Section VII(b) or the Section VIII
\nlimitations on the maximum number of purchasable shares.<\/p>\n

(g) Rights as Stockholder<\/u>. A Participant shall have no rights as a
\nstockholder with respect to shares covered by the purchase rights granted to the
\nParticipant under the Plan until the shares are actually purchased on the
\nParticipant153s behalf in accordance with Section VII(f). No adjustments shall be
\nmade for dividends, distributions or other rights for which the record date is
\nprior to the date of such purchase.<\/p>\n

(h) Assignability<\/u>. No purchase rights granted under the Plan shall be
\nassignable or transferable by a Participant except by will or by the laws of
\ndescent and distribution, and the purchase rights shall, during the lifetime of
\nthe Participant, be exercisable only by such Participant.<\/p>\n

(i) Merger or Liquidation of Company<\/u>. In the event the Company or its
\nstockholders enter into an agreement to dispose of all or substantially all of
\nthe assets or outstanding capital stock of the Company by means of a sale,
\nmerger or reorganization in which the Company will not be the surviving
\ncorporation (other than a reorganization effected primarily to change the State
\nin which the Company is incorporated) or in the event the Company is liquidated,
\nthen all outstanding purchase rights under the Plan shall automatically be
\nexercised immediately prior to such sale, merger, reorganization or liquidation
\nby applying all sums previously collected from Participants pursuant to their
\npayroll deductions in effect for such rights to the purchase of whole shares of
\nStock, subject, however, to the applicable limitations of Section VII(b) and
\nSection VIII.<\/p>\n

VIII.<\/strong> ACCRUAL LIMITATIONS<\/u><\/strong><\/p>\n

(a) No Participant shall be entitled to accrue rights to acquire Stock
\npursuant to any purchase right under this Plan if and to the extent such
\naccrual, when aggregated with (I) Stock rights accrued under other purchase
\nrights outstanding under this Plan and (II) similar rights accrued under other
\nemployee stock purchase plans (within the meaning of Section 423 of the Code) of
\nthe Company or its Corporate Affiliates, would otherwise permit such Participant
\nto purchase more than $25,000 worth of stock of the Company or any Corporate
\nAffiliate (determined on the basis of the fair market value of such stock on the
\ndate or dates such rights are granted to the Participant) for each calendar year
\nsuch rights are at any time outstanding.<\/p>\n

(b) For purposes of applying the accrual limitations of Section VIII(a), the
\nright to acquire Stock pursuant to each purchase right outstanding under the
\nPlan shall accrue as follows:<\/p>\n

(i) The right to acquire Stock under each such purchase right shall accrue as
\nand when the purchase right first becomes exercisable during the calendar year
\nas provided in Section IV(b).<\/p>\n

(ii) No right to acquire Stock under any outstanding purchase right shall
\naccrue to the extent the Participant has already accrued in the same calendar
\nyear the right to acquire $25,000 worth of Stock (determined on the basis of the
\nfair market value on the date or dates of grant) pursuant to that purchase right
\nor one or more other purchase rights which may have been held by the Participant
\nduring such calendar year.<\/p>\n

5<\/p>\n

\n

<\/p>\n

(iii) If by reason of the Section VIII(a) limitations, the Participant153s
\noutstanding purchase right does not accrue for any Purchase Period, then the
\npayroll deductions which the Participant made during that Purchase Period with
\nrespect to such purchase right shall be promptly refunded.<\/p>\n

(c) In the event there is any conflict between the provisions of this Article
\nVIII and one or more provisions of the Plan or any instrument issued thereunder,
\nthe provisions of this Article VIII shall be controlling.<\/p>\n

IX.<\/strong> STATUS OF PLAN UNDER FEDERAL TAX
\nLAWS<\/u><\/strong><\/p>\n

(a) The Plan is designed to qualify as an employee stock purchase plan under
\nSection 423 of the Code. However, after the Effective Date, the Plan
\nAdministrator may, at its discretion, cease to administer the Plan as a
\nqualified employee stock purchase plan under Code Section 423. Accordingly,
\nshare purchases effected under the Plan at any time after the Plan ceases to be
\nadministered as a qualified employee stock purchase plan under Code Section 423
\n(whether pursuant to purchase rights granted before or after the Plan ceases to
\nbe qualified) shall result in taxable income to each Participant equal to the
\nexcess of (i) the fair market value of the purchased shares on the purchase date
\nover (ii) the purchase price paid for such shares.<\/p>\n

(b) To the extent required by law, the Company153s obligation to deliver shares
\nto the Participant upon the exercise of any outstanding purchase right shall be
\nsubject to the Participant153s satisfaction of all applicable federal, state and
\nlocal income and employment and similar non-United States tax withholding
\nrequirements.<\/p>\n

X.<\/strong> AMENDMENT AND TERMINATION<\/u><\/strong><\/p>\n

(a) The Board may from time to time alter, amend, suspend or discontinue the
\nPlan; provided<\/u>, however, that no such action shall become effective prior
\nto the exercise of outstanding purchase rights at the end of the Purchase Period
\nin which such action is authorized. To the extent necessary to comply with Code
\nSection 423, the Company shall obtain stockholder approval in such a manner and
\nto such a degree as required.<\/p>\n

(b) The Company shall have the right, exercisable in the sole discretion of
\nthe Plan Administrator, to terminate the Plan immediately following the end of a
\nPurchase Period. Should the Company elect to exercise its right to terminate the
\nPlan, then the Plan shall terminate in its entirety, and no further purchase
\nrights shall thereafter be granted, and no further payroll deductions shall
\nthereafter be collected, under the Plan.<\/p>\n

XI.<\/strong> GENERAL PROVISIONS<\/u><\/strong><\/p>\n

(a) The Plan shall terminate upon the earlier of (i) August 1, 2018 or (ii)
\nthe date on which all shares available for issuance under the Plan shall have
\nbeen sold pursuant to purchase rights exercised under the Plan.<\/p>\n

(b) All costs and expenses incurred in the administration of the Plan shall
\nbe paid by the Company.<\/p>\n

(c) Neither the action of the Company in establishing the Plan, nor any
\naction taken under the Plan by the Plan Administrator, nor any provision of the
\nPlan itself shall be construed so as to grant any person the right to remain in
\nthe employ of the Company or any of its Corporate Affiliates for any period of
\nspecific duration, and such person153s employment may be terminated at any time,
\nwith or without cause. Termination of the Plan, or of a person153s status as an
\nEmployee or a Participant under the Plan, shall not constitute a constructive
\ndismissal of the Participant153s employment with the Company or a Participating
\nCompany. Further, no person shall have any rights or entitlement under the Plan
\nafter such person has ceased to be an Employee for purposes of the Plan or a
\nParticipant in the Plan.<\/p>\n

(d) Governing Law<\/u>. The Plan is to be construed in accordance with and
\ngoverned 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.<\/p>\n

6<\/p>\n

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