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APPENDIX D
GENERAL DESCRIPTION OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
As Proposed to be Amended by the Stockholders on July 28, 2016
History
The 2000 Employee Stock Purchase Plan (“ESPP”) was adopted by the Board of Directors on May 25, 2000,
approved by the stockholders on July 27, 2000, and was last amended by our stockholders on July 31, 2013 and
our Compensation Committee on August 16, 2015. The following summary describes the material terms of the
ESPP reflecting all prior amendments, as well as the amendments proposed to be adopted by the Company’s
stockholders at the Annual Meeting. The following general description is qualified in its entirety by reference to
the text of the ESPP, as proposed to be amended, as filed by the Company with the SEC on June 10, 2016. Unless
otherwise indicated, capitalized terms used in this Appendix D shall have the meanings set forth in the text of the
ESPP.
Material Terms of the ESPP
Purpose The purpose of the ESPP is to provide employees of the Company and its designated
subsidiaries with a convenient means to acquire an equity interest in the Company
through payroll deductions, to enhance such employees’ sense of participation in the
affairs of the Company and its subsidiaries, and to provide an incentive for continued
employment.
Plan Term Unless earlier terminated by the Board of Directors, the ESPP will continue until the
issuance of all shares reserved for issuance under the ESPP.
Governing Law The ESPP and all subscription agreements thereunder are governed by the laws of the
State of California.
Administration The ESPP is administered by the Board of Directors or the committee appointed by
the Board of Directors. The Board of Directors appointed the Compensation
Committee to administer the ESPP. Subject to the provisions of the ESPP and the
limitations of Section 423 of the Code, all questions of interpretation or application
of the ESPP shall be determined by the Compensation Committee and its decisions
shall be final and binding upon all participants. The Compensation Committee may
also adopt rules or procedures relating to the operation and administration of the
ESPP to accommodate the specific requirements of the law and procedures of foreign
jurisdictions. The members of the Compensation Committee receive no
compensation for administering the ESPP other than their compensation for being
Board of Directors and Compensation Committee members.
Shares Shares of Company common stock issuable under the ESPP may come from
authorized but unissued shares, treasury shares, shares purchased on the open market
or any combination of the foregoing.
Designation of
Subsidiaries
The Compensation Committee shall designate from among the subsidiaries, as
determined from time to time, the subsidiary or subsidiaries whose employees shall
be eligible to participate in the ESPP. The Board of Directors or Compensation
Committee may designate a subsidiary, or terminate the designation of a subsidiary,
without the approval of the Company’s stockholders.
D-1
Proxy Statement