EXHIBIT 10.L
SKYWORKS SOLUTIONS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan (hereinafter the
"Plan") is intended to provide a method whereby employees of Skyworks Solutions,
Inc. (the "Company") and its participating subsidiaries (as defined in Article
18) will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Company's Common Stock. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that Section of the Internal Revenue Code.
2. ELIGIBLE EMPLOYEES.
All employees of the Company or any of its participating subsidiaries who are
employed by the Company at least ten (10) business days prior to the first day
of the applicable Offering Period shall be eligible to receive options under
this Plan to purchase the Company's Common Stock. Except as otherwise provided
herein, persons who become eligible employees after the first day of any
Offering Period shall be eligible to receive options on the first day of the
next succeeding Offering Period on which options are granted to eligible
employees under the Plan. For the purpose of this Plan, the term employee shall
not include an employee whose customary employment is less than twenty (20)
hours per week or is for not more than five (5) months in any calendar year.
As amended, 1/31/06
Approved by Stockholders 3/30/06
In no event may an employee be granted an option if such employee, immediately
after the option is granted, owns stock possessing five (5%) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent corporation or subsidiary corporation as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 424(e) and (f)
of the Internal Revenue Code. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Internal Revenue Code shall
apply and stock which the employee may purchase under outstanding options shall
be treated as stock owned by the employee.
3. STOCK SUBJECT TO THE PLAN.
The stock subject to the options granted hereunder shall be shares of the
Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market.
Subject to approval of the stockholders, the aggregate number of shares which
may be issued pursuant to the Plan is 3,880,000 for all Offering Periods,
subject to increase or decrease by reason of stock split-ups, reclassifications,
stock dividends, changes in par value and the like. If any option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject to such option shall again be available under the
Plan. If the number of shares of Common Stock available for any Offering Period
is
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insufficient to satisfy all purchase requirements for that Offering Period, the
available shares for that Offering Period shall be apportioned among
participating employees in proportion to their options.
4. OFFERING PERIODS AND STOCK OPTIONS.
There shall be Offering Periods during which payroll deductions will be
accumulated under the Plan. Each Offering Period includes only regular pay days
falling within it. The Committee shall be expressly permitted to establish the
Offering Periods, including the Offering Commencement Date and Offering
Termination Date of any Offering Period, under this Plan; provided, however,
that, in no event shall any Offering Period extend for more than twenty-four
(24) months. The Offering Commencement Date is the first day of each Offering
Period. The Offering Termination Date is the applicable date on which an
Offering Period ends under this Plan.
As amended, 1/31/06
Approved by Stockholders 3/30/06
Subject to the foregoing, the Offering Periods shall generally commence and end
as follows:
OFFERING OFFERING
COMMENCEMENT DATES TERMINATION DATES
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Each August 1 Each January 31
Each February 1 Each July 31
Provided, however, that (i) the Offering Commencement Date and Offering
Termination Date of the initial Offering Period under this Plan shall be October
21, 2002 and March 31, 2003, respectively, and (ii) the Offering Commencement
Date and Offering Termination Date of the Offering Period immediately following
the initial Offering Period under this Plan shall be April 1, 2003 and July 31,
2003, respectively.
On each Offering Commencement Date, the Company will grant to each eligible
employee who is then a participant in the Plan an option to purchase on the
Offering Termination Date at the Option Exercise Price, as hereinafter provided,
that number of full shares of Common Stock reserved for the purpose of the Plan,
up to a maximum of 1,000 shares, subject to increase or decrease (i) at the
discretion of the Committee before each Offering Period or (ii) by reason of
stock split-ups, reclassifications, stock dividends, changes in par value and
the like (the "Share Cap"); provided that such employee remains eligible to
participate in the Plan throughout such Offering Period. If the eligible
employee's accumulated payroll deductions on the Offering Termination Date would
enable the eligible
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employee to purchase more than the Share Cap except for the Share Cap, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the Share Cap shall be refunded to the eligible employee as
soon as administratively practicable by the Company, without interest. The
Option Exercise Price for each Offering Period shall be the lesser of (i)
eighty-five percent (85%) of the fair market value of the Common Stock on the
Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair market
value of the Common Stock on the Offering Termination Date, in either case
rounded up to the next whole cent. In the event of an increase or decrease in
the number of outstanding shares of Common Stock through stock split-ups,
reclassifications, stock dividends, changes in par value and the like, an
appropriate adjustment shall be made in the number of shares and Option Exercise
Price per share provided for under the Plan, either by a proportionate increase
in the number of shares and proportionate decrease in the Option Exercise Price
per share, or by a proportionate decrease in the number of shares and a
proportionate increase in the Option Exercise Price per share, as may be
required to enable an eligible employee who is then a participant in the Plan to
acquire on the Offering Termination Date that number of full shares of Common
Stock as his accumulated payroll deductions on such date will pay for at a price
equal to the lesser of (i) eighty-five percent (85%) of the fair market value of
the Common Stock on the Offering Commencement Date, or (ii) eighty-five percent
(85%) of the fair market value of the Common Stock on the Offering Termination
Date, in either case rounded up to the next whole cent, as so adjusted.
For purposes of this Plan, the term "fair market value" means, if the Common
Stock is listed on a national securities exchange or is on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
system, the closing sale price of the Common Stock on such exchange or as
reported on Nasdaq or, if the Common Stock is traded in the over-the-counter
securities
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market, but not on the Nasdaq National Market, the closing bid quotation for the
Common Stock, each as published in The Wall Street Journal. If no shares of
Common Stock are traded on the Offering Commencement Date or Offering
Termination Date, the fair market value will be determined on the next regular
business day on which shares of Common Stock are traded.
For purposes of this Plan the term "business day" as used herein means a day on
which there is trading on the Nasdaq National Market or such national securities
exchange on which the Common Stock is listed.
No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to 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. The purpose
of the limitation in the preceding sentence is to comply with and shall be
construed in accordance with Section 423(b)(8) of the Internal Revenue Code. If
the participant's accumulated payroll deductions on the last day of the Offering
Period would otherwise enable the participant to purchase Common Stock in excess
of the Section 423(b)(8) limitation described in this paragraph, the excess of
the amount of the accumulated payroll deductions over the aggregate purchase
price of the shares actually purchased shall be refunded as soon as
administratively practicable to the participant by the Company, without
interest.
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Approved by Stockholders 3/30/06
5. EXERCISE OF OPTION.
Each eligible employee who continues to be a participant in the Plan on the
Offering Termination Date shall be deemed to have exercised his or her option on
such date and shall be deemed to have purchased from the Company such number of
full shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated payroll deductions on such date will pay for at the Option Exercise
Price subject to the Share Cap and the Section 423(b)(8) limitation described in
Article 4. If a participant is not an employee on the Offering Termination Date
and throughout an Offering Period, he or she shall not be entitled to exercise
his or her option.
If a participant's accumulated payroll deductions in his or her account are
based on a currency other than the U.S. dollar, then on the Offering Termination
Date the accumulated payroll deductions in his or her account will be converted
into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign
currency exchange rate in effect on that date, as reported in The Wall Street
Journal, provided that such conversion does not result in an Option Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such option is granted
or 85 percent of the fair market value of the Common Stock at the time such
option is exercised. The Plan administrators (as defined in Article 19) shall
have the right to change such conversion date, as they deem appropriate to
effectively purchase shares on any Offering Termination Date, provided that such
action does not cause the Plan, or any grants under the Plan, to fail to qualify
under Section 423 of the Internal Revenue Code.
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Approved by Stockholders 3/30/06
6. AUTHORIZATION FOR ENTERING PLAN.
An eligible employee may enter the Plan by following a written, electronic or
other enrollment process, including a payroll deduction authorization, as
prescribed by the Plan administrators under generally applicable rules. Except
as may otherwise be established by the Plan administrators under generally
applicable rules, all enrollment authorizations shall be effective only if
delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before an applicable
Offering Commencement Date Participation may be conditioned on an eligible
employee's consent to transfer and process personal data and on acknowledgment
and agreement to Plan terms and other specified conditions.
The Company will accumulate and hold for the employee's account the amounts
deducted from his or her pay. No interest will be paid thereon. Participating
employees may not make any separate cash payments into their account.
Unless an employee files a new authorization, or withdraws from the Plan, his or
her deductions and purchases under the authorization he or she has on file under
the Plan will continue as long as the Plan remains in effect. An employee may
increase or decrease the amount of his or her payroll deductions as of the next
Offering Commencement Date by filing a revised payroll deduction authorization
in accordance with the procedures then applicable to such actions. Except as may
otherwise be established by the Plan administrators under generally applicable
rules, all revised authorizations shall be effective only if delivered to the
designated Plan administrator(s) in accordance with the prescribed procedures
not later than ten (10) business days before the next Offering Commencement
Date.
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Approved by Stockholders 3/30/06
7. MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS.
An employee may authorize payroll deductions in an amount of not less than one
percent (1%) and not more than ten percent (10%) (in whole number percentages
only) of his or her eligible compensation. Such deductions shall be determined
based on the employee's election in effect on the payday on which such eligible
compensation is paid. An employee may not make any additional payments into such
account. Eligible compensation means the wages as defined in Section 3401(a) of
the Internal Revenue Code, determined without regard to any rules that limit
compensation included in wages based on the nature or location or employment or
services performed, including without limitation base pay, shift premium,
overtime, gain sharing (profit sharing), incentive compensation, bonuses and
commissions and all other payments made to the employee for services as an
employee during the applicable payroll period, and excluding the value of any
qualified or non-qualified stock option granted to the employee to the extent
such value is includible in the taxable wages, reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation, and welfare
benefits, but determined prior to any exclusions for any amounts deferred under
Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) of the Internal
Revenue Code or for certain contributions described in Section 457(h)(2) of the
Internal Revenue Code that are treated as Company contributions.
8. UNUSED PAYROLL DEDUCTIONS.
Only full shares of Common Stock may be purchased. Any balance remaining in an
employee's account after a purchase will be reported to the employee and will be
carried forward to the next Offering Period. However, in no event will the
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amount of the unused payroll deductions carried forward from a payroll period
exceed the Option Exercise Price per share for that Offering Period. If for any
Offering Period the amount of unused payroll deductions should exceed the Option
Exercise Price per share, the amount of the excess for any participant shall be
refunded to such participant, without interest.
9. CHANGE IN PAYROLL DEDUCTIONS.
Unless otherwise permitted by the Committee prior to the commencement of an
Offering Period, payroll deductions may not be increased, decreased or suspended
by a participant during an Offering Period. However, a participant may withdraw
in full from the Plan.
10. WITHDRAWAL FROM THE PLAN.
An employee may withdraw from the Plan and withdraw all but not less than all of
the payroll deductions credited to his or her account under the Plan prior to
the Offering Termination Date by completing and filing a withdrawal notification
with the designated Plan administrator(s) in accordance with the prescribed
procedures, in which event the Company will refund as soon as administratively
practicable without interest the entire balance of such employee's deductions
not previously used to purchase Common Stock under the Plan. Except as may
otherwise be prescribed by the Plan administrators under generally applicable
rules, all withdrawals shall be effective only if delivered to the designated
Plan administrator(s) in accordance with the prescribed procedures not later
than ten (10) business days before the Offering Termination Date.
As amended, 1/31/06
Approved by Stockholders 3/30/06
An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee's rights under the Plan will be terminated and no
further payroll deductions will be made. To reenter, such an employee must
re-enroll pursuant to the provisions of Article 6 before the next Offering
Commencement Date which cannot, however, become effective before the beginning
of the next Offering Period following his withdrawal.
11. ISSUANCE OF STOCK.
As soon as administratively practicable after each Offering Period the Company
shall deliver (by electronic or other means) to the participant the Common Stock
purchased under the Plan, except as specified below. The Plan administrators may
permit or require that the Common Stock shares be deposited directly with a
broker or agent designated by the Plan administrators, and the Plan
administrators may utilize electronic or automated methods of share transfer. In
addition, the Plan administrators may require that shares be retained with such
broker or agent for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares or to restrict transfer of such shares
as required to ensure that the Company's applicable tax withholding obligations
are satisfied.
12. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.
An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him or her, except as provided
in Article 13 in the event of an employee's death.
As amended, 1/31/06
Approved by Stockholders 3/30/06
13. TERMINATION OF EMPLOYEE'S RIGHTS.
Except as set forth in Article 14, an employee's rights under the Plan will
terminate when he or she ceases to be an employee because of retirement,
resignation, lay-off, discharge, death, change of status, failure to remain in
the customary employ of the Company for twenty (20) hours or more per week, or
for any other reason. Notwithstanding anything to the contrary contained in
Article 10, a withdrawal notice will be considered as having been received from
the employee on the day his or her employment ceases, and all payroll deductions
not used to purchase Common Stock will be refunded without interest.
Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions are interrupted by any legal process, a withdrawal
notice will be considered as having been received from him or her on the day the
interruption occurs.
14. DEATH OF AN EMPLOYEE.
Upon termination of the participating employee's employment because of death,
the person(s) entitled to receipt of the Common Stock and/or cash as provided in
this Article 14 shall have the right to elect, by written notice given to the
Plan administrators prior to the expiration of the thirty (30) day period
commencing with the date of the death of the employee, either (i) to withdraw,
without interest,
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all of the payroll deductions credited to the employee's account under the Plan,
or (ii) to exercise the employee's option for the purchase of shares of Common
Stock on the next Offering Termination Date following the date of the employee's
death for the purchase of that number of full shares of Common Stock reserved
for the purpose of the Plan which the accumulated payroll deductions in the
employee's account at the date of the employee's death will purchase at the
applicable Option Exercise Price (subject to the limitations set forth in
Article 4), and any excess in such account (in lieu of fractional shares) will
be paid to the employee's estate as soon as administratively practicable,
without interest. In the event that no such written notice of election shall be
duly received by the Plan administrators, the payroll deductions credited to the
employee's account at the date of the employee's death will be paid to the
employee's estate as soon as administratively practicable, without interest.
Except as provided in the preceding paragraph, in the event of the death of a
participating employee, the Company shall deliver such Common Stock and/or cash
to the executor or administrator of the estate of the employee.
15. TERMINATION AND AMENDMENTS TO PLAN.
The Plan may be terminated at any time by the Company's Board of Directors. It
will terminate in any case on December 31, 2012, or if sooner, when all of the
shares of Common Stock reserved for the purposes of the Plan have been
purchased. In the event that the Board of Directors terminates the Plan pursuant
to this Article 15, the date of such termination shall be deemed as the Offering
Termination Date of the applicable Offering Period in which such termination
date occurs. Upon such termination or any other termination of the Plan, all
payroll deductions not used to purchase Common Stock will be refunded without
interest.
As amended, 1/31/06
Approved by Stockholders 3/30/06
The Committee or the Board of Directors may from time to time adopt amendments
to the Plan provided that, without the approval of the stockholders of the
Company, no amendment may (i) except as provided in Articles 3, 4, 24 and 25,
increase the number of shares that may be issued under the Plan; (ii) change the
class of employees eligible to receive options under the Plan, if such action
would be treated as the adoption of a new plan for purposes of Section 423(b) of
the Internal Revenue Code; or (iii) cause Rule 16b-3 under the Securities
Exchange Act of 1934 to become inapplicable to the Plan.
16. LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.
The Plan is intended to provide shares of Common Stock for investment and not
for resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his or her own affairs. An employee may, therefore,
sell stock purchased under the Plan at any time the employee chooses, subject to
compliance with any applicable federal or state securities laws and subject to
any restrictions imposed under Articles 11 and 26. Each employee agrees by
entering the Plan to promptly give the Company notice of any such Common Stock
disposed of within two years after the Offering Commencement Date on which the
Common Stock was purchased showing the number of such shares disposed of. The
employee assumes the risk of any market fluctuations in the price of such Common
Stock.
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Approved by Stockholders 3/30/06
17. COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.
The Company will bear all costs of administering and carrying out the Plan.
18. PARTICIPATING SUBSIDIARIES.
The term "participating subsidiaries" shall mean any present or future
subsidiary of the Company which is designated by the Committee to participate in
the Plan. The Committee shall have the power to make such designation(s) before
or after the Plan is approved by the stockholders.
19. ADMINISTRATION OF THE PLAN.
The Plan may be administered by the Compensation Committee, or such other
committee as may be appointed by the Board of Directors of the Company (the
"Committee"). No member of the Committee shall be eligible to participate in the
Plan while serving as a member of the Committee. In the event that the Board of
Directors fails to appoint or refrains from appointing a Committee, the Board of
Directors shall have all power and authority to administer the Plan (in such
event the word "Committee" shall refer to the Board of Directors).
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The Committee shall have the authority to construe and interpret the Plan and
options, and to establish, amend and revoke rules and regulations for the
administration of the Plan. The Committee, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective. The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under it shall be final. The
Committee may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem best. Without limiting the foregoing, the Committee
shall have the power, subject to, and within the limitations of, the express
provisions of the Plan: (i) to determine when and how options to purchase shares
of Common Stock shall be granted and the provisions of each Offering Period
(which need not be identical); (ii) to designate from time to time which
participating subsidiaries of the Company shall be eligible to participate in
the Plan; (iii) to determine the Offering Commencement Date and Offering
Termination Date of any Offering Period; (iv) to increase or decrease the
maximum number of shares which may be purchased by an eligible employee in any
Offering Period; (v) to amend the Plan as provided in Article 15, and (vi)
generally, to exercise such powers and to perform such acts as it deems
necessary or expedient to promote the best interests of the Company and the
participating subsidiaries.
The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic
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form of authorization or an integrated voice response system. The Plan
administrators are further authorized to determine the matters described in
Article 11 concerning the means of issuance of Common Stock and the procedures
established to permit tracking of disqualifying dispositions of shares or to
restrict transfer of such shares.
With respect to persons subject to Section 16 of the Securities and Exchange Act
of 1934, as amended, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under said Act. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by that Committee.
No member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. The Company shall indemnify each member of the Board of
Directors and the Committee to the fullest extent permitted by law with respect
to any claim, loss, damage or expense (including counsel fees) arising in
connection with their responsibilities under this Plan.
As soon as administratively practicable after the end of each Offering Period,
the Plan administrators shall prepare and distribute or make otherwise readily
available by electronic means or otherwise to each participating employee in the
Plan information concerning the amount of the participating employee's
accumulated payroll deductions as of the Offering Termination Date, the Option
Exercise Price for such Offering Period, the number of shares of Common Stock
purchased by the participating employee with the participating employee's
accumulated payroll deductions, and the amount of any unused payroll deductions
either to be carried forward to the next Offering Period, or returned to the
participating employee without interest.
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Approved by Stockholders 3/30/06
20. OPTIONEES NOT STOCKHOLDERS.
Neither the granting of an option to an employee nor the deductions from his or
her pay shall constitute such employee a stockholder of the Company with respect
to the shares covered by such option until such shares have been purchased by
and issued to him.
21. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of Common Stock pursuant to
options granted under the Plan may be used for any corporate purposes, and the
Company shall not be obligated to segregate participating employees' payroll
deductions.
22. GOVERNMENTAL REGULATION.
The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.
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In this regard, the Board of Directors may, in its discretion, require as a
condition to the exercise of any option that a Registration Statement under the
Securities Act of 1933, as amended, with respect to the shares of Common Stock
reserved for issuance upon exercise of the option shall be effective.
23. TRANSFERABILITY.
Neither payroll deductions credited to an employee's account nor any rights with
regard to the exercise of an option or to receive stock under the Plan may be
assigned, transferred, pledged, or otherwise disposed of in any way by the
employee. Any such attempted assignment, transfer, pledge, or other disposition
shall be without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Article 10.
24. EFFECT OF CHANGES OF COMMON STOCK.
If the Company should subdivide or reclassify the Common Stock which has been or
may be optioned under the Plan, or should declare thereon any dividend payable
in shares of such Common Stock, or should take any other action of a similar
nature affecting such Common Stock, then the number and class of shares of
Common Stock which may thereafter be optioned (in the aggregate and to any
individual participating employee) shall be adjusted accordingly.
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Approved by Stockholders 3/30/06
25. MERGER OR CONSOLIDATION.
If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest the entire balance of each participating
employee's payroll deductions, or (ii) entitle each participating employee to
receive on the Offering Termination Date upon the exercise of such option for
each share of Common Stock as to which such option shall be exercised the
securities or property to which a holder of one share of the Common Stock was
entitled upon and at the time of such merger or consolidation, and the Board of
Directors shall take such steps in connection with such merger or consolidation
as the Board of Directors shall deem necessary to assure that the provisions of
this Article 25 shall thereafter be applicable, as nearly as reasonably
possible. A sale of all or substantially all of the assets of the Company shall
be deemed a merger or consolidation for the foregoing purposes.
26. WITHHOLDING OF ADDITIONAL TAX.
By electing to participate in the Plan, each participant acknowledges that the
Company and its participating subsidiaries are required to withhold taxes with
respect to the amounts deducted from the participant's compensation and
accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or
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refunded, in order to satisfy such withholding obligations. Each participant
further acknowledges that when Common Stock is purchased under the Plan the
Company and its participating subsidiaries may be required to withhold taxes
with respect to all or a portion of the difference between the fair market value
of the Common Stock purchased and its purchase price, and each participant
agrees that such taxes may be withheld from compensation otherwise payable to
such participant. It is intended that tax withholding will be accomplished in
such a manner that the full amount of payroll deductions elected by the
participant under Article 7 will be used to purchase Common Stock. However, if
amounts sufficient to satisfy applicable tax withholding obligations have not
been withheld from compensation otherwise payable to any participant then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the participant's accumulated payroll deductions and apply the net
amount to the purchase of Common Stock, unless the participant pays to the
Company, prior to the exercise date, an amount sufficient to satisfy such
withholding obligations. Each participant further acknowledges that the Company
and its participating subsidiaries may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the participant upon the payment to the Company
or such subsidiary of an amount sufficient to satisfy such withholding
requirements.
27. APPROVAL OF STOCKHOLDERS.
This Plan was first adopted by the Board of Directors on September 25, 2002 and
amended on January 14, 2003, and approved, as amended, by the stockholders of
the Company on March 10, 2003.
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Approved by Stockholders 3/30/06