Exhibit 10.29
-------------
JACK HENRY & ASSOCIATES, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
The following constitutes the provisions of the Jack Henry &
Associates, Inc. 2006 Employee Stock Purchase Plan.
1. Purpose. The purpose of the Plan is to provide employees of the
Company and Designated Subsidiaries with an opportunity to purchase Common
Stock through accumulated payroll deductions. It is the intention of the
Company that the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent
with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company or
any committee thereof designated by the Board of Directors of the Company in
accordance with Section 14.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the common stock of the Company,
$0.01 par value.
(d) "Company" shall mean Jack Henry & Associates, Inc.
(e) "Compensation," unless otherwise determined by the Board,
shall mean all cash compensation reportable on Form W-2, including without
limitation base straight time gross earnings, commissions, payments for
overtime, shift premium, incentive compensation, and bonuses, plus any
amounts contributed by the Participant pursuant to a salary reduction
agreement to a qualified deferred compensation plan described in Section
401(k) of the Code or a cafeteria plan described in Section 125 of the Code
maintained by the Employer, but excluding expense reimbursements, equity-
based compensation, gains realized in connection with the exercise of stock
options or participation in stock option or purchase programs and
contributions by the Employer to a qualified deferred compensation plan.
(f) "Designated Subsidiary" shall mean any wholly-owned
Subsidiary or any other Subsidiary that has been designated by the Board
from time to time in its sole discretion as eligible to participate in the
Plan.
(g) "Effective Date" shall mean the date the Plan becomes
effective as described in Section 23.
(h) "Employee" shall mean any person (i) who is an employee of an
Employer within the meaning of Section 3401(c) of the Code, (ii) whose
customary employment with the Employer is at least 20 hours per week and
more than 5 months in any calendar year, and (iii) who, as of the Enrollment
Date, has been employed by the Employer for at least one year. For purposes
of the Plan, the employment relationship shall be treated as continuing
intact while the individual is on sick leave or other leave of absence
approved by the Employer and meeting the requirements of Treasury Regulation
Section 1.421-7(h)(2). Where the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on
the 91st day of such leave.
(i) "Employer" shall mean the Company or a Designated Subsidiary,
as applicable.
(j) "Enrollment Date" shall mean the first Trading Day of each
Offering Period.
(k) "Exercise Date" shall mean the last Trading Day of each
Offering Period.
(l) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq Small Cap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market
trading day prior to the date of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its
Fair Market Value shall be the mean of the closing bid and asked prices
for the Common Stock prior to the date of determination, as reported in
The Wall Street Journal or such other source as the Board deems
reliable; or
(iii) In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in
good faith by the Board.
(m) "Offering Periods" shall mean the periods of approximately
one month beginning on or after the Effective Date during which an option
granted pursuant to the Plan may be exercised as described more fully in
Section 4.
(n) "Participant" shall mean an Employee who participates in the
Plan.
(o) "Plan" shall mean this Jack Henry & Associates, Inc. 2006
Employee Stock Purchase Plan.
(p) "Purchase Price" shall mean 95% of the Fair Market Value of a
share of Common Stock on the Exercise Date, provided, however, that in no
event shall the Purchase Price be less than $0.01 per share, and provided
further that the Purchase Price may be adjusted by the Board pursuant to
Section 20.
(q) "Subsidiary" shall mean any corporation other than the
Company, in an unbroken chain of corporations beginning with the Company if,
at the time of granting an option under the Plan, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
(r) "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.
3. Eligibility.
(a) Any Employee who shall be employed by an Employer on a given
Enrollment Date for an Offering Period shall be eligible to participate in
the Plan during such Offering Period, subject to the limitations imposed by
Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding,
no Participant shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Participant (or any other person
whose stock would be attributed to such Participant pursuant to Section
424(d) of the Code) would own stock of the Company or any Subsidiary and/or
hold outstanding options to purchase such stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company
or any Subsidiary, or (ii) to the extent that his or her rights to purchase
stock under all employee stock purchase plans of the Company and its
Subsidiaries accrue at a rate which exceeds $25,000 of fair market value of
such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading
Day which is on or after the 16th day of each calendar month and ending on
the last Trading Day which is on or before the 15th day of the following
calendar month and continuing thereafter until terminated in accordance with
Section 20. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without stockholder approval if such change is announced at
least 15 days prior to the scheduled beginning of the first Offering Period
to be affected thereafter.
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a Subscription Agreement authorizing payroll deductions in the
form required by the Company and filing it with the Human Resources
Department of the Company at least 10 calendar days prior to the applicable
Enrollment Date or by such other date as the Board may prescribe.
Participation in the Plan shall be voluntary.
(b) An Employee's Subscription Agreement and participation in the
Plan shall become effective on the first Enrollment Date following the
timely filing of his or her Subscription Agreement and, provided the
Participant continues to be an eligible Employee, shall remain effective
until changed or revoked by the Participant by filing a Payroll Deduction
Authorization Change or Withdrawal in the form required by the Company
pursuant to Section 6(d) or 10(a). An Employee who becomes eligible to
participate in the Plan after the commencement of an Offering Period or who
is eligible but declines to participate prior to the commencement of such
Offering Period may not become a participant in the Plan until the
commencement of the next Offering Period.
6. Payroll Deductions.
(a) Payroll deductions for a Participant shall commence on the
first payday following the Enrollment Date and shall continue on each payday
during the Offering Period as to which the Participant's Subscription
Agreement is applicable.
(b) At the time a Participant files his or her Subscription
Agreement, he or she shall elect to have payroll deductions, determined as a
whole dollar amount or a whole percentage of Compensation, made on each
payday during the Offering Period in an amount (i) not less than $10.00 per
pay period, and (ii) not greater than 10% of the Compensation which he or
she receives on each payday during the Offering Period, or such other
minimum or maximum rate as may be determined from time to time by the Board
subject to the provisions of Section 20. Except for the foregoing sentence,
all eligible Employees shall have the same rights and privileges under the
Plan.
(c) All payroll deductions made for a Participant shall be
credited to an individual account established under the Plan for such
Participant. A Participant may not make any additional payments into such
account.
(d) A Participant may increase or decrease the rate of his or her
payroll deductions with respect to a subsequent Offering Period by filing a
Payroll Deduction Authorization Change or Withdrawal Form with the Human
Resources Department of the Company, provided that such form is received at
least 10 business days prior to such Offering Period and the Participant is
an eligible Employee as of the Enrollment Date of such Offering Period. A
Participant may suspend or discontinue his or her participation in the Plan
as provided in Section 10, effective at the time described in Section 10. A
Participant may only file one Payroll Deduction Authorization Change or
Withdrawal Form with respect to any Offering Period.
(e) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) of the Plan, a
Participant's payroll deductions may be terminated at any time during an
Offering Period. Payroll deductions shall recommence at the rate provided
in such Participant's Subscription Agreement or Payroll Deduction
Authorization Change or Withdrawal Form, as applicable, at the beginning of
the first Offering Period which ends in the following calendar year, unless
terminated by the Participant as provided in Section 10.
7. Grant of Option. On the Enrollment Date of each Offering Period,
each Participant participating in the Plan for such Offering Period shall be
granted an option to purchase on the Exercise Date of such Offering Period
(at the applicable Purchase Price) the number of shares of Common Stock
determined by dividing such Participant's payroll deductions accumulated in
the Participant's account as of the Exercise Date by the applicable Purchase
Price; provided that in no event shall a Participant be permitted to
purchase for the calendar year in which the option is outstanding, more than
the number of shares obtained by dividing the "applicable dollar amount" by
the Fair Market Value on the Enrollment Date of a share of Common Stock
(subject to any adjustment pursuant to Section 19), and provided further
that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 13. For this purpose, the "applicable dollar amount" is
$25,000, reduced by the Fair Market Value on the applicable Enrollment Date
of Common Stock previously purchased by the Participant under this Plan
during the calendar year. Exercise of the option shall occur as provided in
Section 8. The option shall expire on the last day of the Offering Period.
8. Exercise of Option.
(a) A Participant's option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
and fractional (to the fourth decimal place) shares of Common Stock subject
to the option shall be purchased for such Participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her
account. Any other monies left over in a Participant's account after the
Exercise Date shall be retained in the Participant's account for the
subsequent Offering Period. During a Participant's lifetime, a Participant's
options are exercisable only by him or her.
(b) If, on a given Exercise Date, the number of shares of Common
Stock with respect to which options are to be exercised may exceed the
number of shares available for sale under the Plan on such Exercise Date,
the Company shall make a pro rata allocation of the shares of Common Stock
available for purchase on such Exercise Date in as uniform a manner as shall
be practicable among all Participants exercising options to purchase Common
Stock on such Exercise Date on the basis of their payroll deductions for
such Offering Period. The balance of the amount credited to the account of
each Participant which has not been applied to the purchase of shares of
Common Stock shall be paid to such Participant in one lump sum in cash as
soon as reasonably practicable after the Exercise Date, without any interest
thereon.
(c) No option shall be exercised to purchase shares of Common
Stock, and no shares shall be issued by the Company under this Plan, unless
such shares are covered by an effective registration statement under the
Securities Act of 1933, as amended, or by an exemption therefrom.
9. Delivery of Stock. As promptly as practicable after each Exercise
Date on which a purchase of shares occurs, the Company shall arrange for the
issuance and delivery to, or credit to the account of, each Participant, as
appropriate, of the shares purchased upon exercise of his or her option. At
the election of the Company, the issuance and delivery of the shares
purchased upon exercise of a participant's option may be effected by
transfer (electronic or otherwise in the discretion of the Company) of such
shares to a securities account maintained in the Participant's name. Stock
certificates will be issued to the Participant when he or she requests by
filing a Stock Certificate Request in the form required by the Company;
provided, however, that the Company shall not be obligated to issue stock
certificates to Participants in an amount less than 25 shares of Common
Stock, except in cases of the Participant's withdrawal from the Plan or
termination of employment or termination of the Plan by the Company.
10. Withdrawal.
(a) A Participant may terminate his or her participation in the
Plan effective as of the first day of the next Offering Period by filing a
Payroll Deduction Authorization Change or Withdrawal Form with the Human
Resources Department of the Company. In such case, the Participant's
payroll deductions will continue through the end of the Offering Period in
which such form is filed, all amounts deducted from the Participant's
Compensation during such Offering Period will be applied to the purchase of
Common Stock pursuant to the Plan, and following such termination of
participation no further payroll deductions for the purchase of shares of
Common Stock shall be made except pursuant to a new Subscription Agreement
delivered in accordance with Section 5.
(b) Upon a Participant's withdrawal from the Plan, a stock
certificate for the number of whole shares of Common Stock credited to the
Participant's account will be issued by the Company to the Participant, and
any fractional share credited to the Participant's account shall be payable
to the Participant in cash in an amount equal to the Fair Market Value
thereof, as soon as administratively practicable following such withdrawal.
11. Termination of Employment.
(a) Upon a Participant ceasing to be an Employee, for any reason,
the payroll deductions credited to such Participant's account during the
Offering Period and, unless no further payroll deductions would be made
because the Participant (or, in the event of death, the beneficiary under
Section 15) withdraws from the Plan, the payroll deductions to be credited
to such Participant's account from his or her final paycheck but not yet
used to exercise the option shall remain credited or be credited, as
applicable, in the Participant's account and applied toward his or her
option for the purchase of shares as provided herein, provided that the
Participant is an employee of the Employer within the meaning of Section
3401(c) of the Code at all times during the period beginning with the date
of the granting of the option and ending on the day three (3) months before
the Exercise Date. The preceding sentence notwithstanding, a Participant
who receives payment in lieu of notice of termination of employment shall be
treated as continuing to be an Employee for the Participant's customary
number of hours per week of employment during the period in which the
Participant is subject to such payment in lieu of notice.
(b) Upon a Participant ceasing to be an Employee, for any reason,
a stock certificate for the number of whole shares of Common Stock credited
to the Participant's account will be issued by the Company to the
Participant (or, in the case of his or her death, to the person or persons
entitled thereto under Section 15), and any fractional share credited to the
Participant's account shall be payable to the Participant (or, in the case
of his or her death, to the person or persons entitled thereto under Section
15) in cash in an amount equal to the Fair Market Value thereof, as soon as
administratively practicable following such termination of employment.
12. Interest. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
13. Stock.
(a) The Common Stock subject to issuance under the terms of the
Plan shall be authorized but unissued shares, previously issued shares
reacquired and held by the Company, or shares acquired on the public market.
Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19, the maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be 1,000,000 shares.
(b) The Participant shall have no interest or voting rights in
shares covered by his or her option until such option has been exercised.
(c) Shares to be credited to a Participant's account or delivered
to the Participant under the Plan shall, as specified in the Participant's
Subscription Agreement, be registered in the name of the Participant or in
the name of the Participant and his or her spouse.
(d) All cash dividends on shares of Common Stock credited to a
Participant's account, including a fractional share, on the dividend record
date will be credited on the pay date to the Participant's account.
Such dividends shall be reinvested in shares of Common Stock for the
Participant's account on the next Exercise Date.
14. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties. All
costs and expenses incurred in connection with the administration of the
Plan shall be paid by the Company. No member of the Board shall be
personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or the options, and all members of the
Board shall be fully protected by the Company with respect to any such
action, determination or interpretation.
15. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary
who is to receive any shares of Common Stock and cash, if any, from the
Participant's account under the Plan in the event of such Participant's
death. If a Participant is married and the designated beneficiary is not
the spouse, spousal consent shall be required for such designation to be
effective.
(b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company
shall deliver such shares and/or cash to the executor or administrator of
the estate of the Participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion and in full satisfaction of its obligations with respect to such
Participant, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as
the Company may designate.
16. Transferability. Neither payroll deductions credited to a
Participant's account nor any option or rights with regard to the exercise
of an option may be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent and distribution or as
provided in Section 15) by the Participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw from the Plan in
accordance with Section 10.
17. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each
Participant in the Plan. Statements of account shall be given to
Participants at least annually, which statements shall set forth the amounts
of payroll deductions, the Purchase Price, the number of shares purchased
and the remaining cash balance, if any, in the Participant's account.
19. Adjustments upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and
the number of shares of Common Stock which has been authorized for issuance
under the Plan but has not yet been placed under option or which has been
returned to the Plan upon the cancellation of an option, as well as the
price per share of Common Stock covered by each option under the Plan which
has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase
or decrease in the number of shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"), and shall terminate immediately prior to the consummation
of such proposed dissolution or liquidation, unless provided otherwise by
the Board (or a committee of the Board). The New Exercise Date shall be
before the date of the Company's proposed dissolution or liquidation. The
Board (or a committee of the Board) shall notify each Participant in
writing, at least 10 business days prior to the New Exercise Date, that the
Exercise Date for the Participant's option has been changed to the New
Exercise Date and that the Participant's option shall be exercised
automatically on the New Exercise Date.
(c) Merger or Asset Sale. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or
a parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any
Offering Period then in progress shall be shortened by setting a new
Exercise Date (the "New Exercise Date") and any Offering Period then in
progress shall end on the New Exercise Date. The New Exercise Date shall be
before the date of the Company's proposed sale or merger. The Board shall
notify each Participant in writing, at least 10 business days prior to the
New Exercise Date, that the Exercise Date for the Participant's option has
been changed to the New Exercise Date and that the Participant's option
shall be exercised automatically on the New Exercise Date.
20. Amendment or Termination.
(a) The Board may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 19, no such termination can
affect options previously granted, provided that an Offering Period may be
terminated by the Board on any Exercise Date if the Board determines that
the termination of the Offering Period or the Plan is in the best interests
of the Company and its stockholders. Except as provided in Section 19 and
this Section 20, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any Participant without the
prior written consent of such Participant. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule), the Company
shall obtain stockholder approval in such a manner and to such a degree as
required.
(b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Board shall, in its absolute discretion, be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a Participant in order to
adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each Participant properly
correspond with amounts withheld from the Participant's Compensation,
increase or decrease the maximum number of shares of Common Stock a
Participant may purchase, subject to the limits of Section 7, during each
Offering Period, establish and/or modify time frames, forms and procedures
with respect to administration of the Plan, and establish such other
limitations or procedures as the Board (or a committee of the Board)
determines in its sole discretion advisable which are consistent with the
Plan.
(c) In the event the Board determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting consequence
including, but not limited to:
(i) altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in
Purchase Price;
(ii) shortening any Offering Period so that Offering
Period ends on a new Exercise Date, including an Offering Period
underway at the time of the action of the Board (or a committee of the
Board); and
(iii) allocating shares.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan Participants.
21. Notices. All notices or other communications by a Participant to
the Company or any Employer under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with this
Plan and all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment
and without any present intention to sell or distribute such shares if, in
the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the first day
of the month following the last to occur of its adoption by the Board and
its approval by the stockholders of the Company. The Plan shall continue in
effect for a term of 10 years unless sooner terminated under Section 20.
24. Shareholder Approval. Notwithstanding anything to the contrary
herein, the effectiveness of the Plan shall be expressly subject to approval
by the Company's stockholders within 12 months before or after the date the
Plan is adopted by the Board by the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Company present or
represented and entitled to vote thereon at a shareholder meeting duly held
or by written consent in accordance with applicable law
25. Equal Rights and Privileges. All Employees will have equal rights
and privileges under the Plan so that the Plan qualifies as an "employee
stock purchase plan" within the meaning of Section 423 of the Code or
applicable Treasury regulations thereunder. Any provision of the Plan that
is inconsistent with Section 423 of the Code or applicable Treasury
regulations will, without further act or amendment by the Company or the
Board, be reformed to comply with the equal rights and privileges
requirement of Section 423 of the Code or applicable Treasury regulations.
26. No Employment Rights. Nothing in the Plan shall be construed to
give any person (including any Employee or Participant) the right to remain
in the employ of the Company, or a Subsidiary or to affect the right of the
Company, or any Subsidiary to terminate the employment of any person
(including any Employee or Participant) at any time, with or without cause.
27. Notice of Disposition of Shares. Each Participant shall give
prompt notice to the Company of any disposition or other transfer of any
shares of Common Stock purchased upon exercise of an option if such
disposition or transfer is made (i) within two years from the Enrollment
Date of the Offering Period in which the shares were purchased or
(ii) within one year after the Exercise Date on which such shares were
purchased. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by the Participant in such disposition
or other transfer.
28. Governing Law. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made or actions taken pursuant
hereto shall be governed by the laws of the state of Delaware, without
regard to the conflicts of laws rules thereof.
29. Tax Withholding. If at any time the Company or any Subsidiary is
required, under applicable laws and regulations, to withhold, or to make any
deduction of, any taxes or take any other action in connection with any
exercise of an option granted hereunder or any disposition of shares of
Common Stock issued hereunder, the Participant must make adequate provision
for the Company's or such Subsidiary's federal, state or other tax
withholding obligations which arise from such exercise or disposition. The
Company or such Subsidiary shall have the right to deduct or withhold from
the Participant's compensation the amount necessary for the Company or such
Subsidiary to meet applicable withholding obligations.
The foregoing Plan was approved and adopted by the Board of Directors on
August 25, 2006.