{"id":38834,"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-pixelworks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-pixelworks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-pixelworks-inc.html","title":{"rendered":"Employee Stock Purchase Plan – Pixelworks Inc."},"content":{"rendered":"

PIXELWORKS, INC. <\/strong><\/p>\n

AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE PLAN
\n<\/strong><\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

PURPOSE <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of this Plan is to assist Eligible Employees in acquiring a stock
\nownership interest in the Corporation, at a favorable price and upon favorable
\nterms, pursuant to a plan which is intended to qualify as an “employee stock
\npurchase plan” under Section 423 of the Code. This Plan is also intended to
\nencourage Eligible Employees to remain in the employ of the Corporation or a
\nParticipating Subsidiary and to provide them with an additional incentive to
\nadvance the best interests of the Corporation.<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

DEFINITIONS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Capitalized terms used herein which are not otherwise defined shall have the
\nfollowing meanings.<\/p>\n

“Account<\/strong>” means the bookkeeping account maintained by the
\nCorporation, or by a recordkeeper on behalf of the Corporation, for a
\nParticipant pursuant to Section 7(a).<\/p>\n

“Board<\/strong>” means the Board of Directors of the Corporation.\n<\/p>\n

“Code<\/strong>” means the U.S. Internal Revenue Code of 1986, as
\namended from time to time.<\/p>\n

“Commission<\/strong>” means the U.S. Securities and Exchange
\nCommission.<\/p>\n

“Committee<\/strong>” means the committee appointed by the Board to
\nadminister this Plan pursuant to Section 12.<\/p>\n

“Common Stock<\/strong>” means the common stock, par value $0.001 per
\nshare, of the Corporation, and such other securities or property as may become
\nthe subject of Options pursuant to an adjustment made under Section 17.<\/p>\n

“Compensation<\/strong>” means an Eligible Employee153s regular earnings
\nand shall not include any overtime pay, sick pay, shift differential, shift
\npremium, vacation pay, cash incentive compensation, commissions or cash bonuses.
\nCompensation also includes any amounts contributed as salary reduction
\ncontributions to a plan qualifying under Section 401(k), 125 or 129 of the Code.
\nAny other form of remuneration is excluded from Compensation, including (but not
\nlimited to) the following: prizes, awards, relocation or housing allowances,
\nstock option exercises, stock appreciation right payments, the vesting or grant
\nof restricted stock, the payment of stock units, performance awards, auto
\nallowances, tuition reimbursement, perquisites, non-cash compensation and other
\nforms of imputed income. Notwithstanding the foregoing, Compensation shall not
\ninclude any amounts deferred under or paid from any nonqualified deferred
\ncompensation plan maintained by the Corporation or any Subsidiary.<\/p>\n

\n

“Contributions<\/strong>” means the bookkeeping amounts credited to
\nthe Account of a Participant pursuant to this Plan, equal in amount to the
\namount of Compensation that the Participant has elected to contribute for the
\npurchase of Common Stock under and in accordance with this Plan.<\/p>\n

“Corporation<\/strong>” means Pixelworks, Inc., an Oregon corporation,
\nand its successors.<\/p>\n

“Effective Date<\/strong>” means the date on which this Plan is
\ninitially approved by the shareholders of the Corporation.<\/p>\n

“Eligible Employee”<\/strong> means any employee of the Corporation,
\nor of any Subsidiary which has been designated in writing by the Committee as a
\n“Participating Subsidiary.” Notwithstanding the foregoing, “Eligible Employee”
\nshall not include any employee whose customary employment is twenty (20) hours
\nor less per week.<\/p>\n

“Exchange Act<\/strong>” means the U.S. Securities Exchange Act of
\n1934, as amended from time to time.<\/p>\n

“Fair Market Value<\/strong>” on any date means:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

if the Common Stock is listed or admitted to trade on a national securities
\nexchange, the closing price of a share of Common Stock on such date on the
\nprincipal national securities exchange on which the Common Stock is so listed or
\nadmitted to trade, or, if there is no trading of the Common Stock on such date,
\nthen the closing price of a share of Common Stock on such exchange on the next
\npreceding date on which there was trading in the shares of Common Stock;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

in the absence of exchange data required to determine Fair Market Value
\npursuant to the foregoing, the value as established by the Committee as of the
\nrelevant time for purposes of this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Grant Date<\/strong>” means, with respect to an Offering Period, the
\nfirst day of that Offering Period.<\/p>\n

“Individual Limit<\/strong>” has the meaning given to such term in
\nSection 4(b).<\/p>\n

“Offering Period<\/strong>” means the period of eighteen (18)
\nconsecutive months commencing on each Grant Date as provided in Section 5;
\nprovided, however, that the Committee may declare, as it deems appropriate and
\nin advance of the applicable Offering Period, a shorter (not to be less than
\nthree months) Offering Period or a longer (not to exceed 27 months) Offering
\nPeriod.<\/p>\n

“Option<\/strong>” means the stock option to acquire shares of Common
\nStock granted to a Participant pursuant to Section 8.<\/p>\n

\n

“Option Price<\/strong>” means the per share exercise price of an
\nOption as determined in accordance with Section 8(b).<\/p>\n

“Parent<\/strong>” means any corporation (other than the Corporation)
\nin an unbroken chain of corporations ending with the Corporation in which each
\ncorporation (other than the Corporation) owns stock possessing 50% or more of
\nthe total combined voting power of all classes of stock in one or more of the
\nother corporations in the chain.<\/p>\n

“Participant<\/strong>” means an Eligible Employee who has elected to
\nparticipate in this Plan and who has filed a valid and effective Subscription
\nAgreement to make Contributions pursuant to Section 6.<\/p>\n

“Participating Subsidiary<\/strong>” shall have the meaning given to
\nsuch term in Section 19(c).<\/p>\n

“Plan<\/strong>” means this Pixelworks, Inc. Employee Stock Purchase
\nPlan, as it may be amended or restated from time to time.<\/p>\n

“Purchase Date<\/strong>” means, with respect to a Purchase Period,
\nthe last day of that Purchase Period.<\/p>\n

“Purchase Period<\/strong>” has the meaning set forth in Section 5.\n<\/p>\n

“Subscription Agreement<\/strong>” means the written agreement filed
\nby an Eligible Employee with the Corporation pursuant to Section 6 to
\nparticipate in this Plan.<\/p>\n

“Subsidiary<\/strong>” means any corporation (other than the
\nCorporation) in an unbroken chain of corporations (beginning with the
\nCorporation) in which each corporation (other than the last corporation) owns
\nstock possessing 50% or more of the total combined voting power of all classes
\nof stock in one or more of the other corporations in the chain.<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

ELIGIBILITY <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any person employed as an Eligible Employee as of the beginning of any given
\nOffering Period (and who is not a Participant in any Offering Period then in
\neffect) shall be eligible to participate in such Offering Period, subject to the
\nEligible Employee satisfying the requirements of Section 6.<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Aggregate Share Limit<\/em>. Subject to the provisions of Section 17, the
\ncapital stock that may be delivered under this Plan will be shares of the
\nCorporation153s authorized but unissued Common Stock. The maximum number of shares
\nof Common Stock that may be delivered pursuant to Options granted under this
\nPlan is 1,300,000 shares, subject to adjustments pursuant to Section 17.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Individual Share Limit<\/em>. The maximum number of shares of Common Stock
\nthat any one individual may acquire upon exercise of his or her Option with
\nrespect to any one Purchase Period is 3,000, subject to adjustments pursuant to
\nSection 17 (the “Individual Limit<\/strong>“). The Committee may amend
\nthe Individual Limit in effect for any particular Offering Period, any such
\namendment to be made prior to the first day of such Offering Period, without
\nstockholder approval.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Shares Not Actually Delivered<\/em>. Shares that are subject to or
\nunderlie Options, which for any reason are cancelled or terminated, are
\nforfeited, fail to vest, or for any other reason are not paid or delivered under
\nthis Plan shall again, except to the extent prohibited by law, be available for
\nsubsequent Options under this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

OFFERING AND PURCHASE PERIODS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Offering Periods<\/em>. During the term of this Plan, the Corporation will
\ngrant Options to purchase shares of Common Stock in each Offering Period to all
\nParticipants in that Offering Period. Unless otherwise specified by the
\nCommittee in advance of a particular Offering Period, each Offering Period will
\nbe of eighteen (18) months duration, with the first such Offering Period to
\ncommence on August 1, 2010, and a new Offering Period shall commence on each
\nFebruary 1 or August 1 thereafter such that more than one Offering Period may be
\nin effect at any one time; provided, however, that no Eligible Employee may be a
\nParticipant in, or hold an outstanding Option with respect to, more than one
\nOffering Period at any one time. In the event that the Fair Market Value of the
\nCommon Stock on any Purchase Date during an Offering Period is lower than the
\nFair Market Value of the Common Stock on the Grant Date of that Offering Period,
\nthat Offering Period will terminate on such Purchase Date, and each Participant
\nin such terminated Offering Period will be automatically enrolled in the new
\nOffering Period that commences on the February 1 or August 1, as applicable,
\nthat immediately follows such Purchase Date. Each Option shall become effective
\non the Grant Date of the Offering Period with respect to which the Option is
\ngranted. The term of each Option shall be the duration of the related Offering
\nPeriod and shall end on the Purchase Date for the third and final Purchase
\nPeriod of that Offering Period. Offering Periods shall continue until this Plan
\nis terminated in accordance with Section 18 or 19, or, if earlier, until no
\nshares of Common Stock remain available for Options pursuant to Section 4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Purchase Periods<\/em>. Unless otherwise specified by the Committee in
\nadvance of a particular Offering Period, each Offering Period will consist of
\nthree (3) Purchase Periods, and each Purchase Period will be of six (6) months
\nduration. Purchase Periods shall commence each February 1 and August 1 and shall
\nend the immediately following July 31 or January 31, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

PARTICIPATION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Enrollment<\/em>. An Eligible Employee may become a participant in this
\nPlan by completing a Subscription Agreement on a form approved by and in a
\nmanner prescribed by the Committee (or its delegate). To become effective, a
\nSubscription Agreement must be signed by the Eligible Employee and be filed with
\nthe Corporation at the time specified by the Committee, but in all cases prior
\nto the start of the Offering Period with respect to which it is to become
\neffective, and must set forth a whole percentage (or, if the Committee so
\nprovides, a stated amount) of the Eligible Employee153s Compensation to be
\ncredited to the Participant153s Account as Contributions each pay period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Contribution Limits<\/em>. Notwithstanding the foregoing, a Participant
\nmay not elect to contribute less than one percent (1%) nor more than ten percent
\n(10%) (or such other limit as the Committee may establish prior to the start of
\nthe applicable Offering Period) of his or her Compensation during any one pay
\nperiod as Plan Contributions. The Committee also may prescribe other limits,
\nrules or procedures for Contributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Content and Duration of Subscription Agreements<\/em>. Subscription
\nAgreements shall contain the Eligible Employee153s authorization and consent to
\nthe Corporation153s withholding from his or her Compensation the amount of his or
\nher Contributions. An Eligible Employee153s Subscription Agreement, and his or her
\nparticipation election and withholding consent thereon, shall remain valid for
\nall Offering Periods until (1) the Eligible Employee153s participation terminates
\npursuant to the terms hereof, (2) the Eligible Employee files a new Subscription
\nAgreement that becomes effective, or (3) the Committee requires that a new
\nSubscription Agreement be executed and filed with the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

METHOD OF PAYMENT OF CONTRIBUTIONS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Participation Accounts<\/em>. The Corporation shall maintain on its books,
\nor cause to be maintained by a recordkeeper, an Account in the name of each
\nParticipant. The percentage of Compensation elected to be applied as
\nContributions by a Participant shall be deducted from such Participant153s
\nCompensation on each payday during the period for payroll deductions set forth
\nbelow and such payroll deductions shall be credited to that Participant153s
\nAccount as soon as administratively practicable after such date. A Participant
\nmay not make any additional payments to his or her Account. A Participant153s
\nAccount shall be reduced by any amounts used to pay the Option Price of shares
\nacquired, or by any other amounts distributed pursuant to the terms hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Payroll Deductions<\/em>. Subject to such other rules as the Committee may
\nadopt, payroll deductions with respect to an Offering Period shall commence as
\nof the first day of the payroll period which coincides with or immediately
\nfollows the applicable Grant Date and shall end on the last date of the payroll
\nperiod which coincides with or immediately precedes the applicable Purchase
\nDate, unless sooner terminated by the Participant as provided in Section 7(d) or
\nuntil his or her participation terminates pursuant to Section 11.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Changes in Contribution Elections for Next Purchase Period<\/em>. A
\nParticipant may discontinue, increase, or decrease the level of his or her
\nContributions (within the Plan limits) by completing and filing with the
\nCorporation, on such terms as the Committee (or its delegate) may prescribe, a
\nnew Subscription Agreement which indicates such election. Subject to any other
\ntiming requirements that the Committee may impose, an election pursuant to this
\nSection 7(c) shall be effective with the first Purchase Period that commences
\nafter the Corporation153s receipt of such election. Except as contemplated by
\nSection 7(d) and 7(e), changes in Contribution levels may not take effect during
\na Purchase Period. Other modifications or suspensions of Subscription Agreements
\nare not permitted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Withdrawal During an Offering Period<\/em>. A Participant may terminate
\nhis or her Contributions during an Offering Period (and receive a distribution
\nof the balance of his or her Account in accordance with Section 11) by
\ncompleting and filing with the Corporation, in such form and on such terms as
\nthe Committee (or its delegate) may prescribe, a written withdrawal form which
\nshall be signed by the Participant. Such termination shall be effective as soon
\nas administratively practicable after its receipt by the Corporation. A
\nwithdrawal election pursuant to this Section 7(d) with respect to an Offering
\nPeriod shall only be effective for a particular Purchase Period, however, if it
\nis received by the Corporation prior to the Purchase Date of that Purchase
\nPeriod (or such earlier deadline that the Committee may reasonably require to
\nprocess the withdrawal prior to the applicable Purchase Date). Partial
\nwithdrawals of Accounts are not permitted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Discontinuance of Contributions During a Purchase Period<\/em>. A
\nParticipant may discontinue his or her Contributions at any time during a
\nPurchase Period by completing and filing with the Corporation, on such terms as
\nthe Committee (or its delegate) may prescribe, a new Subscription Agreement
\nwhich indicates such election. If a Participant elects to discontinue his or her
\nContributions pursuant to this Section 7(e), the Contributions previously
\ncredited to the Participant153s Account for that Purchase Period shall be used to
\nexercise the Participant153s Option as of the applicable Purchase Date in
\naccordance with Section 9 (unless the Participant makes a timely withdrawal
\nelection in accordance with Section 7(d), in which case such Participant153s
\nAccount shall be paid to him or her in cash in accordance with Section 11(a)).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Leaves of Absence<\/em>. During leaves of absence approved by the
\nCorporation or a Participating Subsidiary and meeting the requirements of
\nRegulation Section 1.421-1(h)(2) under the Code, a Participant may continue
\nparticipation in this Plan by cash payments to the Corporation on his normal
\npaydays equal to the reduction in his Plan Contributions caused by his leave.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

GRANT OF OPTION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Grant Date; Number of Shares<\/em>. On each Grant Date, each Eligible
\nEmployee who is a Participant during that Offering Period shall be granted an
\nOption to purchase a number of shares of Common Stock. The Option shall be
\nexercised on each Purchase Date that occurs during that Offering Period. The
\nnumber of shares of Common Stock to be purchased upon exercise of the Option on
\neach Purchase Date shall be determined by dividing the Participant153s Account
\nbalance as of that Purchase Date by the Option Price, subject to the limits of
\nSection 8(c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Option Price<\/em>. The Option Price per share of the shares subject to an
\nOption for a Purchase Period shall be the lesser<\/u> of: (i) 85% of the Fair
\nMarket Value of a Share on the Grant Date of the Offering Period to which the
\nPurchase Period relates; or (ii) 85% of the Fair Market Value of a Share on the
\nPurchase Date of that Purchase Period; provided, however, that the Committee may
\nprovide prior to the start of any Purchase Period that the Option Price for that
\nPurchase Period shall be determined by applying a discount amount (not to exceed
\n15%) to either<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(1) the Fair Market Value of a share of Common Stock on the Grant Date of the
\nOffering Period to which the Purchase Period relates, or (2) the Fair Market
\nValue of a share of Common Stock on the Purchase Date of that Purchase Period,
\nor (3) the lesser of the Fair Market Value of a share of Common Stock on the
\nGrant Date of the Offering Period to which the Purchase Period relates or the
\nFair Market Value of a share of Common Stock on the Purchase Date of that
\nPurchase Period. Notwithstanding anything to the contrary in the preceding
\nprovisions of this Section 8(b), in no event shall the Option Price per share be
\nless than the par value of a share of Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Limits on Share Purchases<\/em>. Notwithstanding anything else contained
\nherein, the maximum number of shares subject to an Option for an Offering Period
\nshall be subject to the Individual Limit in effect on the Grant Date of that
\nOffering Period (subject to adjustment pursuant to Section 17) and any person
\nwho is otherwise an Eligible Employee shall not be granted any Option (or any
\nOption granted shall be subject to compliance with the following limitations) or
\nother right to purchase shares under this Plan to the extent:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

it would, if exercised, cause the person to own stock (within the meaning of
\nSection 423(b)(3) of the Code) possessing 5% or more of the total combined
\nvoting power or value of all classes of stock of the Corporation, or of any
\nParent, or of any Subsidiary; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

such Option causes such individual to have rights to purchase stock under
\nthis Plan and any other plan of the Corporation, any Parent, or any Subsidiary
\nwhich is qualified under Section 423 of the Code which accrue at a rate which
\nexceeds $25,000 of the fair market value of the stock of the Corporation, of any
\nParent, or of any Subsidiary (determined at the time the right to purchase such
\nstock is granted, before giving effect to any discounted purchase price under
\nany such plan) for each calendar year in which such right is outstanding at any
\ntime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of the foregoing, a right to purchase stock accrues when it
\nfirst become exercisable during the calendar year. In determining whether the
\nstock ownership of an Eligible Employee equals or exceeds the 5% limit set forth
\nabove, the rules of Section 424(d) of the Code (relating to attribution of stock
\nownership) shall apply, and stock which the Eligible Employee may purchase under
\noutstanding options shall be treated as stock owned by the Eligible Employee.\n<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

EXERCISE OF OPTION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Purchase of Shares<\/em>. Unless a Participant withdraws pursuant to
\nSection 7(d) or the Participant153s Plan participation is terminated as provided
\nin Section 11, his or her Option for the purchase of shares shall be exercised
\nautomatically on each Purchase Date for that Offering Period, without any
\nfurther action on the Participant153s part, and the maximum number of whole shares
\nof Common Stock subject to such Option (subject to the limits of Section 8(c))
\nshall be purchased at the Option Price with the balance of such Participant153s
\nAccount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Account Balance Remaining After Purchase<\/em>. If any amount which is not
\nsufficient to purchase a whole share remains in a Participant153s Account after
\nthe exercise of his or her Option on the Purchase Date: (1) such amount shall be
\ncredited to such Participant153s Account for the next Purchase Period, if he or
\nshe is then a Participant; or (2) if such Participant is not a Participant in
\nthe next Purchase Period, or if the Committee so elects, such amount shall be
\nrefunded to such Participant as soon as administratively practicable after such
\ndate. If the share limit of Section 4(a) is reached, any amount that remains in
\na Participant153s Account after the exercise of his or her Option on the Purchase
\nDate to purchase the number of shares that he or she is allocated shall be
\nrefunded to the Participant as soon as administratively practicable after such
\ndate. If any amount which exceeds the limits of Section 8(c)(1) remains in a
\nParticipant153s Account after the exercise of his or her Option on the Purchase
\nDate, such amount shall be refunded to the Participant as soon as
\nadministratively practicable after such date. The Participant153s Account shall be
\nreduced on a dollar-for-dollar basis by any amount used to purchase shares
\nhereunder or any amount refunded to the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

DELIVERY OF SHARES <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

As soon as administratively practicable after the Purchase Date, the
\nCorporation shall, in its discretion, either deliver to each Participant a
\ncertificate representing the shares of Common Stock purchased upon exercise of
\nhis or her Option, provide for the crediting of such shares in book entry form
\nin the name of the Participant, or provide for an alternative arrangement for
\nthe delivery of such shares to a broker or recordkeeping service for the benefit
\nof the Participant. In the event the Corporation is required to obtain from any
\ncommission or agency authority to issue any such certificate or otherwise
\ndeliver such shares, the Corporation will seek to obtain such authority. If the
\nCorporation is unable to obtain from any such commission or agency authority
\nwhich counsel for the Corporation deems necessary for the lawful issuance of any
\nsuch certificate or other delivery of such shares, or if for any other reason
\nthe Corporation cannot issue or deliver shares of Common Stock and satisfy
\nSection 21, the Corporation shall be relieved from liability to any Participant
\nexcept that the Corporation shall return to each Participant to whom such shares
\ncannot be issued or delivered the amount of the balance credited to his or her
\nAccount that would have otherwise been used for the purchase of such shares.\n<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

General<\/em>. Except as provided in Section 11(b) below, if a Participant
\nceases to be an Eligible Employee for any reason (including, without limitation,
\ndue to the Participant153s death, disability, quit, resignation or retirement, or
\ndue to a layoff or other termination of employment with or without cause), or if
\nthe Participant elects to withdraw from the Plan pursuant to Section 7(d), at
\nany time prior to the last day of an Offering Period in which he or she
\nparticipates, such Participant153s Account shall be paid to him or her (or, in the
\nevent of the Participant153s death, to the person or persons entitled thereto
\nunder Section 13) in cash, and such Participant153s Option and participation in
\nthe Plan shall automatically terminate as of the time that the Participant
\nceased to be an Eligible Employee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Change in Eligible Status; Leave<\/em>. If a Participant (1) ceases to be
\nan Eligible Employee during a Purchase Period but remains an employee of the
\nCorporation or a Subsidiary through the Purchase Date for that Purchase Period
\n(for example, and without limitation, due to a change in the Participant153s
\nemployer from the Corporation or a Participating Subsidiary to a
\nnon-Participating Subsidiary, if the Participant153s employer ceases to maintain
\nthe Plan as a Participating Subsidiary but otherwise continues as a Subsidiary,
\nor if the Participant153s customary level of employment no longer satisfies the
\nrequirements set forth in the definition of Eligible Employee), or (2) during a
\nPurchase Period commences a sick leave, military leave, or other leave of
\nabsence approved by the Corporation or a Participating Subsidiary, and the leave
\nmeets the requirements of Treasury Regulation Section 1.421-1(h)(2) and the
\nParticipant is an employee of the Corporation or a Subsidiary or on such leave
\nas of the applicable Purchase Date, such Participant153s Contributions shall cease
\n(subject to Section 7(d) and Section 7(f)), and the Contributions previously
\ncredited to the Participant153s Account for that Purchase Period shall be used to
\nexercise the Participant153s Option as of the applicable Purchase Date in
\naccordance with Section 9 (unless the Participant makes a timely withdrawal
\nelection in accordance with Section 7(d), in which case such Participant153s
\nAccount shall be paid to him or her in cash in accordance with Section 11(a)).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Re-Enrollment<\/em>. A Participant153s termination from Plan participation
\nprecludes the Participant from again participating in this Plan during that
\nOffering Period. However, such termination shall not have any effect upon his or
\nher ability to participate in any succeeding Offering Period, provided that the
\napplicable eligibility and participation requirements are again then met. A
\nParticipant153s termination from Plan participation shall be deemed to be a
\nrevocation of that Participant153s Subscription Agreement and such Participant
\nmust file a new Subscription Agreement to resume Plan participation in any
\nsucceeding Offering Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Change in Subsidiary Status<\/em>. For purposes of this Plan, if a
\nSubsidiary ceases to be a Subsidiary, each person employed by that Subsidiary
\nwill be deemed to have terminated employment for purposes of this Plan, unless
\nthe person continues as an employee of the Corporation or another Subsidiary.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/strong><\/p>\n<\/td>\n

\n

ADMINISTRATION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee<\/em>. The Board shall appoint the Committee, which shall be
\ncomposed of not less than two members of the Board. The Board may, at any time,
\nincrease or decrease the number of members of the Committee, may remove from
\nmembership on the Committee all or any portion of its members, and may appoint
\nsuch person or persons as it desires to fill any vacancy existing on the
\nCommittee, whether caused by removal, resignation, or otherwise. The Board may
\nalso, at any time, assume the administration of all or a part of this Plan, in
\nwhich case references (or relevant references in the event the Board assumes the
\nadministration of only certain aspects of this Plan) to the “Committee” shall be
\ndeemed to be references to the Board. Action of the Committee with respect to
\nthis Plan shall be taken pursuant to a majority vote or by the unanimous written
\nconsent of its members. No member of the Committee shall be entitled to act on
\nor decide any matter relating solely to himself or herself or solely to any of
\nhis or her rights or benefits under this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Powers and Duties of the Committee<\/em>. Subject to the express
\nprovisions of this Plan, the Committee shall supervise and administer this Plan
\nand shall have the full authority and discretion: (1) to construe and interpret
\nthis Plan and any agreements defining the rights and obligations of the
\nCorporation, any Subsidiary, and Participants under this Plan; (2) to further
\ndefine the terms used in this Plan; (3) to prescribe, amend and rescind rules
\nand regulations relating to the administration of this Plan (including, without
\nlimitation, deadlines for making elections or for providing any notices
\ncontemplated by this Plan, which deadlines may be more restrictive than any
\ndeadlines otherwise contemplated by this Plan); and (4) to make all other
\ndeterminations and take such other action as contemplated by this Plan or as may
\nbe necessary or advisable for the administration of this Plan or the
\neffectuation of its purposes. Notwithstanding anything else contained in this
\nPlan to the contrary, the Committee may also adopt rules, procedures or
\nsub-plans applicable to particular Subsidiaries or locations, which sub-plans
\nmay be designed to be outside the scope of Section 423 of the Code and need not
\ncomply with the otherwise applicable provisions of this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Decisions of the Committee are Binding<\/em>. Any action taken by, or
\ninaction of, the Corporation, any Subsidiary, the Board or the Committee
\nrelating or pursuant to this Plan and within its authority hereunder or under
\napplicable law shall be within the absolute discretion of that entity or body
\nand shall be conclusive and binding upon all persons.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Indemnification<\/em>. Neither the Board nor any Committee, nor any member
\nthereof or person acting at the direction thereof, shall be liable for any act,
\nomission, interpretation, construction or determination made in good faith in
\nconnection with this Plan, and all such persons shall be entitled to
\nindemnification and reimbursement by the Corporation in respect of any claim,
\nloss, damage or expense (including, without limitation, attorneys153 fees) arising
\nor resulting therefrom to the fullest extent permitted by law and\/or under any
\ndirectors and officers liability insurance coverage that may be in effect from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Reliance on Experts<\/em>. In making any determination or in taking or not
\ntaking any action under this Plan, the Committee or the Board, as the case may
\nbe, may obtain and may rely upon the advice of experts, including professional
\nadvisors to the Corporation. No director, officer or agent of the Corporation or
\nany Participating Subsidiary shall be liable for any such action or
\ndetermination taken or made or omitted in good faith.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Delegation<\/em>. The Committee may delegate ministerial,
\nnon-discretionary functions to individuals who are officers or employees of the
\nCorporation or a Subsidiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

13.<\/strong><\/p>\n<\/td>\n

\n

DESIGNATION OF BENEFICIARY <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Committee permits beneficiary designations with respect to this Plan,
\nthen each Participant may file, on a form and in a manner prescribed by the
\nCommittee (or its delegate), a written designation of a beneficiary who is to
\nreceive any shares or cash from or with respect to such Participant153s Account
\nunder this Plan in the event of such Participant153s death. If a Participant is
\nmarried and the designated beneficiary is not solely his or her spouse, spousal
\nconsent shall be required for such designation to be effective unless it is
\nestablished (to the satisfaction of the Committee or its delegate) that there is
\nno spouse or that the spouse cannot be located. The Committee may rely on the
\nlast designation of a beneficiary filed by a Participant in accordance with this
\nPlan. Beneficiary designations may be changed by the Participant (and his or her
\nspouse, if required) at any time on forms provided and in the manner prescribed
\nby the Committee (or its delegate).<\/p>\n

If a Participant dies with no validly designated beneficiary under this Plan
\nwho is living at the time of such Participant153s death (or in the event the
\nCommittee does not permit beneficiary designations under this Plan), the
\nCorporation shall deliver all shares and\/or cash payable pursuant to the terms
\nhereof to the executor or administrator of the estate of the Participant, or if
\nno such executor or administrator has been appointed, the Corporation, in its
\ndiscretion, may deliver such shares and\/or cash to the spouse or to any one or
\nmore dependents or relatives of the Participant, or if no spouse, dependent or
\nrelative is known to the Corporation, then to such other person as the
\nCorporation may designate.<\/p>\n

If a Participant153s death occurs before the end of an Offering Period or
\nsubsequent to the end of an Offering Period but prior to the delivery to him or
\nher or for his or her benefit of any shares deliverable under the terms of this
\nPlan, and the Corporation has notice of the Participant153s death, then any shares
\npurchased for that Offering Period and any remaining balance of such
\nParticipant153s Account shall be paid to such beneficiary (or such other person
\nentitled to such payment pursuant to this Section 13). If the Committee permits
\nbeneficiary designations with respect to this Plan, any such designation shall
\nhave no effect with respect to shares purchased and actually delivered (or
\ncredited, as the case may be) to or for the benefit of the Participant.<\/p>\n\n\n\n
\n

14.<\/strong><\/p>\n<\/td>\n

\n

TRANSFERABILITY <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither Contributions credited to a Participant153s Account nor any Options or
\nrights with respect to the exercise of Options or right to receive shares under
\nthis Plan may be anticipated, alienated, encumbered, assigned, transferred,
\npledged or otherwise disposed of in any way (other than by will, the laws of
\ndescent and distribution, or as provided in Section 13) by the Participant. Any
\nsuch attempt at anticipation, alienation, encumbrance, assignment, transfer,
\npledge or other disposition shall be without effect and all amounts shall be
\npaid and all shares shall be delivered in accordance with the provisions of this
\nPlan. Amounts payable or shares deliverable pursuant to this Plan shall be paid
\nor delivered only to (or credited in the name of, as the case may be) the
\nParticipant or, in the event of the Participant153s death, the Participant153s
\nbeneficiary pursuant to Section 13.<\/p>\n\n\n\n
\n

15.<\/strong><\/p>\n<\/td>\n

\n

USE OF FUNDS; INTEREST <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All Contributions received or held by the Corporation under this Plan will be
\nincluded in the general assets of the Corporation and may be used for any
\ncorporate purpose. Notwithstanding anything else contained herein to the
\ncontrary, no interest will be paid to any Participant or credited to his or her
\nAccount under this Plan (in respect of Account<\/p>\n

\n

balances, refunds of Account balances, or otherwise). Amounts payable under
\nthis Plan shall be payable in shares of Common Stock or from the general assets
\nof the Corporation and, except for any shares that may be reserved on the books
\nof the Corporation for issuance with respect to this Plan, no special or
\nseparate reserve, fund or deposit shall be made to assure payment of amounts
\nthat may be due with respect to this Plan.<\/p>\n\n\n\n
\n

16.<\/strong><\/p>\n<\/td>\n

\n

REPORTS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Statements shall be provided (either electronically or in written form, as
\nthe Committee may provide from time to time) to Participants as soon as
\nadministratively practicable following each Purchase Date. Each Participant153s
\nstatement shall set forth, as of such Purchase Date, that Participant153s Account
\nbalance immediately prior to the exercise of his or her Option, the Option
\nPrice, the number of whole shares purchased and his or her remaining Account
\nbalance, if any.<\/p>\n\n\n\n
\n

17.<\/strong><\/p>\n<\/td>\n

\n

ADJUSTMENTS OF AND CHANGES IN THE STOCK <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon or in contemplation of any reclassification, recapitalization, stock
\nsplit (including a stock split in the form of a stock dividend), or reverse
\nstock split; any merger, combination, consolidation, or other reorganization;
\nsplit-up, spin-off, or any similar extraordinary dividend distribution in
\nrespect of the Common Stock (whether in the form of securities or property); any
\nexchange of Common Stock or other securities of the Corporation, or any similar,
\nunusual or extraordinary corporate transaction in respect of the Common Stock;
\nor a sale of substantially all the assets of the Corporation as an entirety
\noccurs; then the Committee shall equitably and proportionately adjust (1) the
\nnumber and type of shares or the number and type of other securities that
\nthereafter may be made the subject of Options (including the specific maxima and
\nnumbers of shares set forth elsewhere in this Plan), (2) the number, amount and
\ntype of shares (or other securities or property) subject to any or all
\noutstanding Options, (3) the Option Price of any or all outstanding Options,
\nand\/or (4) the securities, cash or other property deliverable upon exercise of
\nany outstanding Options, in each case to the extent necessary to preserve (but
\nnot increase) the level of incentives intended by this Plan and the
\nthen-outstanding Options.<\/p>\n

Upon the occurrence of any event described in the preceding paragraph, or any
\nother event in which the Corporation does not survive (or does not survive as a
\npublic company in respect of its Common Stock); then the Committee may make
\nprovision for a cash payment or for the substitution or exchange of any or all
\noutstanding Options for cash, securities or property to be delivered to the
\nholders of any or all outstanding Options based upon the distribution or
\nconsideration payable to holders of the Common Stock upon or in respect of such
\nevent.<\/p>\n

The Committee may adopt such valuation methodologies for outstanding Options
\nas it deems reasonable in the event of a cash or property settlement and,
\nwithout limitation on other methodologies, may base such settlement solely upon
\nthe excess (if any) of the amount payable upon or in respect of such event over
\nthe Option Price of the Option.<\/p>\n

In any of such events, the Committee may take such action sufficiently prior
\nto such event to the extent that the Committee deems the action necessary to
\npermit the Participant to realize the benefits intended to be conveyed with
\nrespect to the underlying shares in the same manner as is or will be available
\nto shareholders generally.<\/p>\n

\n\n\n\n
\n

18.<\/strong><\/p>\n<\/td>\n

\n

POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon a dissolution or liquidation of the Corporation, or any other event
\ndescribed in Section 17 that the Corporation does not survive or does not
\nsurvive as a publicly-traded company in respect of its Common Stock, as the case
\nmay be, this Plan and, if prior to the last day of an Offering Period, any
\noutstanding Option granted with respect to that Offering Period shall terminate,
\nsubject to any provision that has been expressly made by the Board for the
\nsurvival, substitution, assumption, exchange or other settlement of this Plan
\nand Options. In the event a Participant153s Option is terminated pursuant to this
\nSection 18 without a provision having been made by the Board for a substitution,
\nexchange or other settlement of the Option, such Participant153s Account shall be
\npaid to him or her in cash without interest.<\/p>\n\n\n\n
\n

19.<\/strong><\/p>\n<\/td>\n

\n

TERM OF PLAN; AMENDMENT OR TERMINATION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Effective Date; Termination<\/em>. Subject to Section 19(b), this Plan
\nshall become effective as of the Effective Date. No new Offering Periods shall
\ncommence on or after the tenth anniversary of the Effective Date, and this Plan
\nshall terminate as of the Purchase Date on or immediately following such date
\nunless sooner terminated pursuant to Section 18 or this Section 19. In the event
\nthat during a particular Purchase Period all of the shares of Common Stock made
\navailable under this Plan are subscribed prior to the expiration of this Plan,
\nthis Plan and all outstanding Options hereunder shall terminate at the end of
\nthat Purchase Period and the shares available shall be allocated for purchase by
\nParticipants in that Purchase Period on a pro-rata basis determined with respect
\nto Participants153 Account balances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Board Amendment Authority<\/em>. The Board may, at any time, terminate or,
\nfrom time to time, amend, modify or suspend this Plan, in whole or in part and
\nwithout notice. Shareholder approval for any amendment or modification shall not
\nbe required, except to the extent required by law or applicable stock exchange
\nrules, or required under Section 423 of the Code in order to preserve the
\nintended tax consequences of this Plan. No Options may be granted during any
\nsuspension of this Plan or after the termination of this Plan, but the Committee
\nwill retain jurisdiction as to Options then outstanding in accordance with the
\nterms of this Plan. No amendment, modification, or termination pursuant to this
\nSection 19(b) shall, without written consent of the Participant, affect in any
\nmanner materially adverse to the Participant any rights or benefits of such
\nParticipant or obligations of the Corporation under any Option granted under
\nthis Plan prior to the effective date of such change. Changes contemplated by
\nSection 17 or Section 18 shall not be deemed to constitute changes or amendments
\nrequiring Participant consent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Certain Additional Committee Authority<\/em>. Notwithstanding the
\namendment provisions of Section 19(b) and without limiting the Board153s authority
\nthereunder and without limiting the Committee153s authority pursuant to any other
\nprovision of this Plan, the Committee shall have the right (1) to designate from
\ntime to time the Subsidiaries whose employees may be eligible to participate in
\nthis Plan (including, without limitation, any Subsidiary that may first become
\nsuch after the date shareholders first approve this Plan) (each a
\n“Participating Subsidiary<\/strong>“), and (2) to change the service and
\nother qualification requirements<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

set forth under the definition of Eligible Employee in Section 2 (subject to
\nthe requirements of Section 423(b) of the Code and applicable rules and
\nregulations thereunder). Any such change shall not take effect earlier than the
\nfirst Purchase Period that starts on or after the effective date of such change.
\nAny such change shall not require shareholder approval.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

20.<\/strong><\/p>\n<\/td>\n

\n

NOTICES <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All notices or other communications by a Participant to the Corporation
\ncontemplated by this Plan shall be deemed to have been duly given when received
\nin the form and manner specified by the Committee (or its delegate) at the
\nlocation, or by the person, designated by the Committee (or its delegate) for
\nthat purpose.<\/p>\n\n\n\n
\n

21.<\/strong><\/p>\n<\/td>\n

\n

CONDITIONS UPON ISSUANCE OF SHARES <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan, the granting of Options under this Plan and the offer, issuance
\nand delivery of shares of Common Stock are subject to compliance with all
\napplicable federal and state laws, rules and regulations (including but not
\nlimited to state and federal securities laws) and to such approvals by any
\nlisting, regulatory or governmental authority as may, in the opinion of counsel
\nfor the Corporation, be necessary or advisable in connection therewith. The
\nperson acquiring any securities under this Plan will, if requested by the
\nCorporation and as a condition precedent to the exercise of his or her Option,
\nprovide such assurances and representations to the Corporation as the Committee
\nmay deem necessary or desirable to assure compliance with all applicable legal
\nrequirements.<\/p>\n\n\n\n
\n

22.<\/strong><\/p>\n<\/td>\n

\n

PLAN CONSTRUCTION <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Section 16<\/em>. It is the intent of the Corporation that transactions
\ninvolving Options under this Plan (other than “Discretionary Transactions” as
\nthat term is defined in Rule 16b-3(b)(1) promulgated by the Commission under
\nSection 16 of the Exchange Act, to the extent there are any Discretionary
\nTransactions under this Plan), in the case of Participants who are or may be
\nsubject to the prohibitions of Section 16 of the Exchange Act, satisfy the
\nrequirements for exemption under Rule 16b-3(c) promulgated by the Commission
\nunder Section 16 of the Exchange Act to the maximum extent possible.
\nNotwithstanding the foregoing, the Corporation shall have no liability to any
\nParticipant for Section 16 consequences of Options or other events with respect
\nto this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Section 423<\/em>. Except as the Committee may expressly provide in the
\ncase of one or more sub-plans adopted pursuant to Section 12(b), this Plan and
\nOptions are intended to qualify under Section 423 of the Code. Accordingly, all
\nParticipants are to have the same rights and privileges (within the meaning of
\nSection 423(b)(5) of the Code and except as not required thereunder to qualify
\nthis Plan under Section 423) under this Plan, subject to differences in
\nCompensation among Participants and subject to the Contribution and share limits
\nof this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Interpretation. <\/em>If any provision of this Plan or of any Option would
\notherwise frustrate or conflict with the intents expressed above, that provision
\nto the extent possible shall be interpreted so as to avoid such conflict. If the
\nconflict remains irreconcilable, the Committee may disregard the provision if it
\nconcludes that to do so furthers the interest of the Corporation and is
\nconsistent with the purposes of this Plan as to such persons in the
\ncircumstances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

23.<\/strong><\/p>\n<\/td>\n

\n

EMPLOYEES153 RIGHTS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

No Employment Rights<\/em>. Nothing in this Plan (or in any Subscription
\nAgreement or other document related to this Plan) will confer upon any Eligible
\nEmployee or Participant any right to continue in the employ or other service of
\nthe Corporation or any Subsidiary, constitute any contract or agreement of
\nemployment or other service or effect an employee153s status as an employee at
\nwill, nor shall interfere in any way with the right of the Corporation or any
\nSubsidiary to change such person153s compensation or other benefits or to
\nterminate his or her employment or other service, with or without cause. Nothing
\ncontained in this Section 23(a), however, is intended to adversely affect any
\nexpress independent right of any such person under a separate employment or
\nservice contract other than a Subscription Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

No Rights to Assets of the Company<\/em>. No Participant or other person
\nwill have any right, title or interest in any fund or in any specific asset
\n(including shares of Common Stock) of the Corporation or any Subsidiary by
\nreason of any Option hereunder. Neither the provisions of this Plan (or of any
\nSubscription Agreement or other document related to this Plan), nor the creation
\nor adoption of this Plan, nor any action taken pursuant to the provisions of
\nthis Plan will create, or be construed to create, a trust of any kind or a
\nfiduciary relationship between the Corporation or any Subsidiary and any
\nParticipant, Beneficiary or other person. To the extent that a Participant,
\nBeneficiary or other person acquires a right to receive payment pursuant to this
\nPlan, such right will be no greater than the right of any unsecured general
\ncreditor of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

No Shareholder Rights<\/em>. A Participant will not be entitled to any
\nprivilege of stock ownership as to any shares of Common Stock not actually
\ndelivered to and held of record by the Participant. No adjustment will be made
\nfor dividends or other rights as a shareholder for which a record date is prior
\nto such date of delivery.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

24.<\/strong><\/p>\n<\/td>\n

\n

MISCELLANEOUS <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Governing Law<\/em>. This Plan, the Options, Subscription Agreements and
\nother documents related to this Plan shall be governed by, and construed in
\naccordance with, the laws of the State of Oregon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Severability<\/em>. If any provision shall be held by a court of competent
\njurisdiction to be invalid and unenforceable, the remaining provisions of this
\nPlan shall continue in effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Captions and Headings<\/em>. Captions and headings are given to the
\nsections of this Plan solely as a convenience to facilitate reference. Such
\ncaptions and headings shall not be deemed in any way material or relevant to the
\nconstruction of interpretation of this Plan or any provision hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

No Effect on Other Plans or Corporate Authority<\/em>. The adoption of
\nthis Plan shall not affect any other Corporation or Subsidiary compensation or
\nincentive plans in effect. Nothing in this Plan will limit or be deemed to limit
\nthe authority of the Board or Committee (1) to establish any other forms of
\nincentives or compensation for employees of the Corporation or any Subsidiary
\n(with or without reference to the Common Stock), or (2) to grant or assume
\noptions (outside the scope of and in addition to those contemplated by this
\nPlan) in connection with any proper corporate purpose; to the extent consistent
\nwith any other plan or authority. Benefits received by a Participant under an
\nOption granted pursuant to this Plan shall not be deemed a part of the
\nParticipant153s compensation for purposes of the determination of benefits under
\nany other employee welfare or benefit plans or arrangements, if any, provided by
\nthe Corporation or any Subsidiary, except where the Committee or the Board (or
\nthe Board of Directors of the Subsidiary that sponsors such plan or arrangement,
\nas applicable) expressly otherwise provides or authorizes in writing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

25.<\/strong><\/p>\n<\/td>\n

\n

TAX WITHHOLDING <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything else contained in this Plan herein to the contrary,
\nthe Corporation may deduct from a Participant153s Account balance as of a Purchase
\nDate, before the exercise of the Participant153s Option is given effect on such
\ndate, the amount of taxes (if any) which the Corporation reasonably determines
\nit or any Subsidiary may be required to withhold with respect to such exercise.
\nIn such event, the maximum number of whole shares subject to such Option
\n(subject to the other limits set forth in this Plan) shall be purchased at the
\nOption Price with the balance of the Participant153s Account (after reduction for
\nthe tax withholding amount).<\/p>\n

Should the Corporation for any reason be unable, or elect not to, satisfy its
\nor any Subsidiary153s tax withholding obligations in the manner described in the
\npreceding paragraph with respect to a Participant153s exercise of an Option, or
\nshould the Corporation or any Subsidiary reasonably determine that it or an
\naffiliated entity has a tax withholding obligation with respect to a disposition
\nof shares acquired pursuant to the exercise of an Option prior to satisfaction
\nof the holding period requirements of Section 423 of the Code, the Corporation
\nor Subsidiary, as the case may be, shall have the right at its option to (1)
\nrequire the Participant to pay or provide for payment of the amount of any taxes
\nwhich the Corporation or Subsidiary reasonably determines that it or any
\naffiliate is required to withhold with respect to such event or (2) deduct from
\nany amount otherwise payable to or for the account of the Participant the amount
\nof any taxes which the Corporation or Subsidiary reasonably determines that it
\nor any affiliate is required to withhold with respect to such event.<\/p>\n\n\n\n
\n

26.<\/strong><\/p>\n<\/td>\n

\n

NOTICE OF SALE <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any person who has acquired shares under this Plan shall give prompt written
\nnotice to the Corporation of any sale or other transfer of the shares if such
\nsale or transfer occurs (1) within the two-year period after the Grant Date of
\nthe Offering Period with respect to which such shares were acquired, or (2)
\nwithin the twelve-month period after the Purchase Date of the Purchase Period
\nwith respect to which such shares were acquired.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8533],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9545],"class_list":["post-38834","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixelworks-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38834","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38834"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38834"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38834"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38834"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}