participation in the affairs of the Company and subsidiaries, and to provide an incentive for continued employment.
binding on all participating employees.
employed by the Company on the 15th day of the month before the beginning of an Offering Period (as defined
below); (ii) employees who are customarily employed for less than 20 hours per week; (iii) employees who are
customarily employed for less than five months in a calendar year; and (iv) employees who, pursuant to
Section 424(d) of the Code, own or hold options to purchase or who, as a result of participation in the Purchase
Plan, would own stock or hold options to purchase stock representing five percent or more of the total combined
voting power or value of all classes of stock of the Company or any parent or subsidiary. As of May 20, 2013, the
Company estimates that approximately 10,325 persons were eligible to participate in the Purchase Plan.
each year. The first day of each Offering Period is the "Offering Date" for such Offering Period. An employee
cannot participate simultaneously in more than one Offering Period. Each Offering Period consists of two six-
month purchase periods (each a "Purchase Period") commencing on the first business day of March and
September. The last day of each Purchase Period is a "Purchase Date."
sets the rate of such payroll deductions, which may not be less than two percent nor more than 10 percent of the
employee's base salary, wages, commissions, overtime, shift premiums and bonuses plus draws against
commissions, unreduced by the amount by which the employee's salary is reduced pursuant to Sections 125 or
401(k) of the Code. Eligible employees may elect to participate in any Offering Period by enrolling as provided
under the terms of the Purchase Plan. Once enrolled, a participating employee will automatically participate in each
succeeding Offering Period unless such employee withdraws from the Offering Period. After the rate of payroll
deductions for an Offering Period has been set by an employee, that rate continues to be effective for the remainder
of the Offering Period (and for all subsequent Offering Periods in which the employee is automatically enrolled)
unless otherwise changed by the employee. The employee may increase or lower the rate of payroll deductions for
any subsequent Offering Period but may only lower the rate of payroll deductions during the current Purchase
Period. Not more than one change may be made effective during any one Purchase Period.
been purchased with the payroll deductions if the purchase price were determined by using 85 percent of the fair
market value of a share of the Company's common stock on the Offering Date or (b) the maximum number of
shares set by the Board. In addition, no employee may purchase shares at a rate that, when aggregated with all other
rights to purchase stock under all other employee stock purchase plans of the Company, or any parent or subsidiary
of the Company, exceeds $25,000 in fair market value (determined on the Offering Date) for each year.
Period in which the participant is enrolled or (b) the fair market value of the shares on the Purchase Date. The
fair market value of the common stock on a given date is the closing price of the common stock on the
immediately preceding business day as quoted on the NASDAQ Global Select Market.