PROXY ITEM 2 PROPOSAL TO APPROVE OUR EMPLOYEE STOCK PURCHASE PLAN
employees right to purchase shares under all stock purchase plans of the
company and its subsidiaries to which Section 423 of the Code applies to accrue at a rate that exceeds $25,000 of fair market value of shares, as determined on the offering date, in any calendar year.
As a condition to participation in the ESPP, subject to applicable law, each participant will agree not to sell or otherwise
dispose of shares acquired pursuant to the ESPP for a period of at least one year following the purchase date, unless (i) the sale or disposition is pursuant to termination of employment as set forth in the Plan or (ii) such sale or disposition is
required to cover tax liabilities incurred as a result of participation in the ESPP with respect to participating subsidiaries outside of the United States.
An employee may terminate participation in the ESPP by written notice to the
company, in the form specified by the company, to be submitted no later than a number of days prior to the purchase date as established from time to time by the Plan Administrator. An employee may not reinstate participation in the ESPP with respect
to a particular offering after once terminating participation in the ESPP with respect to that offering, but may participate in subsequent offerings. Generally, upon termination of an employees participation in the ESPP, all amounts deducted
from the employees pay that had not yet been used to purchase shares shall be returned to the employee. The rights of employees under the ESPP are not transferable.
The price at which shares may be purchased in an offering is the lower of (a) 85
percent (85%) of the fair market value of a share of common stock on the offering date or (b) 85 percent (85%) of the fair market value of a share of common stock on the
purchase date of the offering. The fair market value of a share of common stock will be determined by such methods or procedures as will be established from time to time by the Plan
Delivery and Custody of
Shares purchased under the ESPP are delivered to and held in the custody of a
custodian (the Custodian), which is an investment or financial firm appointed by the Authorized Officer. By appropriate instructions to the Custodian, a participant may obtain (i) transfer into his or her own name all or part of the
whole shares held by the Custodian for the participants account and delivery of such whole shares to the participant, or (ii) transfer of all or part of the whole shares held for the participants account by the Custodian to a
regular individual brokerage account in the participants own name, either with the firm then acting as Custodian or with another firm; provided, however, that no shares may be so
transferred until two years after the offering date in which the shares were purchased. As set forth in the ESPP, these procedures are designed solely to assure that any sale of shares prior to the satisfaction of this two-year period is made
through the participants account, and will in no way limit when the participant may sell his or her shares.
Stock dividends and other distributions in shares of common stock of the company on
shares held by the Custodian will be issued to the Custodian and held by it for the account of the respective participants. Cash distributions other than dividends, if any, on shares held by the Custodian will be paid currently to any participants
entitled to such distributions. Cash dividends, if any, on shares held
by the Custodian will be reinvested in common stock on behalf of the participants. The Custodian will establish a separate account for each participant for the purpose of holding any shares
acquired through reinvestment of dividends. There is no holding period requirement for a transfer from a dividend reinvestment account.
In connection with voting on any matter submitted to the shareholders of the
company, the Custodian will cause the shares held by the Custodian for each participants accounts to be voted in accordance
with instructions from the participant or, if requested by a participant, furnish to the participant a proxy authorizing the participant to vote the shares held by the Custodian for his or her