2000 EMPLOYEE STOCK PURCHASE PLAN

EXHIBIT 4.3


EMCORE CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I
ESTABLISHMENT

1.01 PURPOSE. The Emcore Corporation 2000 Employee Stock Purchase Plan
(the "Plan") is hereby established by Emcore Corporation (the "Company"), the
purpose of which is to provide a method whereby employees of the Company or any
Designated Subsidiary (as defined herein), will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of Common
Stock. The Plan is also established to help promote the overall financial
objectives of the Company's stockholders by promoting those persons
participating in the Plan to achieve long-term growth in stockholder equity. The
Plan is intended to qualify as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 423 of the
Code and the regulations promulgated thereunder.

ARTICLE II
DEFINITIONS

The following words and phrases, as used herein, shall have the
meanings indicated unless the context clearly indicates to the contrary:

2.01 ACCOUNT shall mean the bookkeeping account established on behalf of a
Participant to which is credited all contributions paid for the purpose of
purchasing Common Stock under the Plan, and to which shall be charged all
purchases of Common Stock, or withdrawals, pursuant to the Plan. Such Account
shall remain unfunded as described in Section 8.11 of the Plan.

2.02 AFFILIATE shall mean, with respect to any Person, any other Person
that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. Any "Relative" (for this purpose, "Relative" means a
spouse, child, parent, parent of spouse, sibling or grandchild) of an individual
shall be deemed to be an Affiliate of such individual for this purpose. Neither
the Company nor any Person controlled by the Company shall be deemed to be an
Affiliate of any holder of Common Stock.

2.03 AGREEMENT shall mean, either individually or collectively, any
subscription, enrollment and/or withholding agreement, in the form prescribed by
the Committee, entered into pursuant to the Plan between the Company or a
Designated Subsidiary and a Participant. Such Agreement shall be an
authorization for the Company or a Designated Subsidiary to withhold amounts
from such Participant's Compensation, at the Contribution Rate specified in the
Agreement, to be applied to purchase Common Stock.




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2.04 BENEFICIAL OWNERSHIP (including correlative terms) shall have the
meaning given such term in Rule 13d-3 promulgated under the Exchange Act.

2.05 BENEFICIARY shall mean the person specified by a Participant in his
or her most recent written designation that is filed with the Committee to
receive any benefits under the Plan in the event of such Participant's death, in
accordance with Section 8.01.

2.06 BOARD shall mean the Board of Directors of the Company

2.07 CHANGE IN CONTROL shall mean the occurrence of any of the following:

(a) an acquisition in one transaction or a series of related
transactions (other than directly from the Company or pursuant to
awards granted under the Plan or compensatory options or other similar
awards granted by the Company) of any Voting Securities by any Person,
immediately after which such Person has Beneficial Ownership of fifty
percent (50%) or more of the combined voting power of the Company's
then outstanding Voting Securities; PROVIDED, HOWEVER, in determining
whether a Change in Control has occurred pursuant to this Section
2.07(a), Voting Securities which are acquired in a Non-Control
Acquisition shall not constitute an acquisition that would cause a
Change in Control;

(b) the individuals who, immediately prior to the Effective
Date, are members of the Board (the "INCUMBENT Board"), cease for any
reason to constitute at least a majority of the members of the Board;
PROVIDED, HOWEVER, that if the election, or nomination for election, by
the Company's common stockholders, of any new director was approved by
a vote of at least a majority of the Incumbent Board, such new director
shall, for purposes of the Plan, be considered as a member of the
Incumbent Board; PROVIDED FURTHER, HOWEVER, that no individual shall be
considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board (a "PROXY CONTEST")
including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or

(c) the consummation of:

(1) a merger, consolidation or reorganization involving
the Company unless:

(A) the stockholders of the Company, immediately
before such merger, consolidation or reorganization,
own, directly or indirectly, immediately following
such merger, consolidation or reorganization, more
than fifty percent (50%) of the combined voting power
of the outstanding voting securities of the
corporation resulting from such merger or
consolidation or reorganization (the "SURVIVING
CORPORATION") in substantially the same proportion as
their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization,





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(B) the individuals who were members of the
Incumbent Board immediately prior to the execution of
the agreement providing for such merger,
consolidation or reorganization constitute at least a
majority of the members of the board of directors of
the Surviving Corporation, or a corporation
Beneficially Owning, directly or indirectly, a
majority of the voting securities of the Surviving
Corporation, and

(C) no Person, OTHER THAN (i) the Company, (ii)
any Related Entity (as defined in Section 2.20),
(iii) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to such
merger, consolidation or reorganization, was
maintained by the Company, the Surviving Corporation,
or any Related Entity or (iv) any Person who,
together with its Affiliates, immediately prior to
such merger, consolidation or reorganization had
Beneficial Ownership of fifty percent (50%) or more
of the then outstanding Voting Securities, owns,
together with its Affiliates, Beneficial Ownership of
fifty percent (50%) or more of the combined voting
power of the Surviving Corporation's then outstanding
voting securities (a transaction described in clauses
(A) through (C) above is referred to herein as a
"NON-CONTROL TRANSACTION");

(2) a complete liquidation or dissolution of the Company;
or

(3) an agreement for the sale or other disposition of all
or substantially all of the assets or business of the Company
to any Person (other than a transfer to a Related Entity or
the distribution to the Company's stockholders of the stock of
a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "SUBJECT PERSON") acquired Beneficial Ownership
of fifty percent (50%) or more of the combined voting power of the then
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
then outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Persons, PROVIDED that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and (1) before such share acquisition by the Company
the Subject Person becomes the Beneficial Owner of any new or additional Voting
Securities in a related transaction or (2) after such share acquisition by the
Company the Subject Person becomes the Beneficial Owner of any new or additional
Voting Securities which in either case increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall be deemed to occur.

2.08 COMMISSION shall mean the Securities and Exchange Commission or any
successor entity or agency.

2.09 COMMITTEE shall mean the Plan Committee of the Board as described in
Article VII.




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2.10 COMPENSATION shall mean, for the relevant period, (a) the total
compensation paid in cash to a Participant by the Company and/or a Designated
Subsidiary, including salaries, wages, commissions, overtime pay, shift
premiums, bonuses, and incentive compensation, plus (b) any pre-tax
contributions made by a Participant under Section 401(k) or 125 of the Code.
COMPENSATION shall exclude non-cash items, moving or relocation allowances,
geographic hardship pay, car allowances, tuition reimbursements, imputed income
attributable to cars or life insurance, severance or notice pay, fringe
benefits, contributions (except as provided in clause (b) of the immediately
preceding sentence) or benefits received under employee benefit or deferred
compensation plans or arrangements, income attributable to stock options and
similar items.

2.11 COMMON STOCK shall mean shares of common stock of the Company,
without par value, or the common stock of any successor to the Company, which is
designated for the purposes of the Plan.

2.12 CONTRIBUTION RATE shall be that rate of contribution of Compensation
to the Plan stated in the Agreement, subject to determination in accordance with
Article IV.

2.13 DESIGNATED SUBSIDIARY shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

2.14 EFFECTIVE DATE shall mean April 1, 2000.

2.15 ELIGIBLE EMPLOYEE shall mean any individual who is employed on a
full-time or part-time basis by the Company or a Designated Subsidiary on an
Enrollment Date, except that the Committee in its sole discretion may exclude:

(i) employees whose customary employment is not more than 20
hours per week;

(ii) employees whose customary employment is for not more than
five months in any calendar year; and

(iii) employees who are considered to be a highly compensated
employee of the Company or Designated Subsidiary within the
meaning of Section 414(q) of the Code.

As of the Effective Date, and unless and until the Committee determines
otherwise, only those employees described in Section 2.15(i) and (ii) are
excluded from the class of Eligible Employees.

2.16 ENROLLMENT DATE shall mean the first day of each Offering Period.

2.17 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Commission thereunder.

2.18 EXERCISE DATE shall mean the last day of each Offering Period.





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2.19 FAIR MARKET VALUE of a share of Common Stock as of a given date
shall mean: (i) if the Common Stock is listed or admitted to trading on an
established stock exchange (including, for this purpose, the Nasdaq National
Market), the mean of the highest and lowest sale prices for a share of the
Common Stock on the composite tape or in Nasdaq National Market trading as
reported in THE WALL STREET JOURNAL (or, if not so reported, such other
nationally recognized reporting source as the Committee shall select) for such
date, or, if no such prices are reported for such date, the most recent day for
which such prices are available shall be used; (ii) if the Common Stock is not
then listed or admitted to trading on such a stock exchange, the mean of the
closing representative bid and asked prices for the Common Stock on such date as
reported by the Nasdaq Small Cap Market or, if not so reported, by the OTC
Bulletin Board (or any successor or similar quotation system regularly reporting
the market value of the Common Stock in the over-the-counter market), or, if no
such prices are reported for such date, the most recent day for which such
prices are available shall be used; or (iii) in the event neither of the
valuation methods provided for in clauses (i) and (ii) above are practicable,
the fair market value of a share of Common Stock determined by such other
reasonable valuation method as the Committee shall, in its discretion, select
and apply in good faith as of such date.

2.20 NON-CONTROL ACQUISITION shall mean an acquisition by (1) an
employee benefit plan (or a trust forming a part thereof) maintained by (x) the
Company or (y) any corporation or other Person of which a majority of its voting
power or its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (a "RELATED ENTITY"), (2) the Company or any Related
Entity, (3) any of Thomas Russell, The AER Trust 1997, Robert Louis-Dreyfus,
Gallium Enterprises, Inc. and Reuben Richards, or (4) any Person in connection
with a Non-Control Transaction.

2.21 OFFERING PERIOD shall mean a period as determined by the Committee
during which a Participant's Option may be exercised and the accumulated value
of the Participant's Account may be applied to purchase Common Stock. Unless
otherwise specified by the Committee, the initial Offering Period will begin on
the Effective Date and end on the last Trading Day on or before December 31st of
the same calendar year. Thereafter, each successive Offering Period shall
consist of twelve-month periods commencing on the first Trading Day on or after
January 1st of each calendar year and ending on the last Trading Day on or
before December 31st of such year. The duration of Offering Periods may be
changed by the Committee or the Board pursuant to Section 3.06 or 5.04.

2.22 OPTION shall mean the right to purchase the number of shares of
Common Stock specified in accordance with the Plan at a price and for a term
fixed in accordance with the Plan, and subject to such other limitations and
restrictions as may be imposed by the Plan or the Committee in accordance with
the Plan.

2.23 OPTION PRICE shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or Exercise Date,
whichever is lower.




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2.24 PARTICIPANT shall mean an Eligible Employee who satisfies the
eligibility conditions of Article III, and to whom an Option has been granted by
the Committee under the Plan.

2.25 PERSON shall mean "person" as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act, including, without limitation, any
individual, corporation, limited liability company, partnership, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity or any group of Persons.

2.26 PLAN YEAR shall mean the period of twelve (12) or fewer
consecutive months commencing on the Effective Date and ending on December 31st
of the same calendar year, and the twelve (12) consecutive month period ending
the last day of each December of each calendar year thereafter. The Committee
may at any time designate another period as the Plan Year.

2.27 RESERVES shall mean the number of shares of Common Stock covered
by each Option under the Plan that have not yet been exercised and the number of
shares of Common Stock that have been authorized for issuance under the Plan but
not yet placed under an Option.

2.28 SECURITIES ACT shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the Commission thereunder.

2.29 SUBSIDIARY shall mean any present or future corporation, domestic
or foreign, which is or would be a "subsidiary corporation," as defined under
Section 424(f) of the Code, of the Company.

2.30 TRADING DAY shall mean a day on which national stock exchanges are
open for trading.

2.31 VOTING SECURITIES shall mean all outstanding voting securities of
the Company entitled to vote generally in the election of the Board.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.01 INITIAL ELIGIBILITY

Any individual who is otherwise an Eligible Employee and who is
employed with the Company or a Designated Subsidiary on the Effective Date or
becomes employed with the Company or a Designated Subsidiary after the Effective
Date and is otherwise an Eligible Employee, may participate in the Plan
immediately beginning with the first Offering Period that occurs concurrent with
or next following either the Effective Date or that individual's initial date of
such employment.

3.02 LEAVE OF ABSENCE




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For purposes of the Plan, an individual's employment relationship is
still considered to be continuing intact while such individual is on sick leave,
or other leave of absence approved by the Committee or the Participant's
supervisor; PROVIDED, however, that if the period of leave of absence exceeds
ninety (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 ninety-first (91st) day of such leave.

3.03 ELIGIBILITY RESTRICTIONS

Notwithstanding any provisions of the Plan to the contrary, no employee
of the Company or a Designated Subsidiary shall be granted an Option under the
Plan:

(a) if, immediately after the Option is granted, applying
the rules under Section 424(d) of the Code to
determine Common Stock ownership, such employee would
own, immediately after the Option is granted, five
percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company
or any Subsidiary; or

(b) which permits such employee's rights to purchase
stock under the Plan and any other employee stock
purchase plans of the Company or any Subsidiary to
accrue at a rate that exceeds $25,000 (or such other
amount as may be adjusted from time to time under
applicable provisions of the Code or Regs) in Fair
Market Value of Common Stock (determined at the time
such Option is granted) for each calendar year in
which such Option is outstanding.

3.04 PARTICIPATION

(a) An Eligible Employee may commence participation by completing an
Agreement authorizing payroll deductions and filing it with the payroll office
of the Company prior to the applicable Enrollment Date. Such an Eligible
Employee is referred to as a Participant.

(b) Any payroll deductions for a Participant shall commence on the
first payroll date following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is applicable,
unless sooner terminated by the Participant as provided in Article VI.

3.05 OPTION GRANT

On the Enrollment Date of each Offering Period, each Participant
participating in the Offering Period shall be granted an Option to purchase on
the Exercise Date of such Offering Period (at the appropriate Option Price) up
to a number of shares of Common Stock as determined by dividing the particular
Participant's payroll deductions that have accumulated prior to such Exercise
Date and retained in such Participant's Account as of that Exercise Date by the
appropriate Option Price. Such purchase of shares of Common Stock shall be



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subject to the limitations under Sections 3.03 and 3.09. Exercise of the Option
shall occur as provided in Section 3.07, unless the Participant has withdrawn as
provided in Article VI. The Option shall expire on the last day of the Offering
Period. The Committee may determine that there shall be no Options granted under
the Plan for any particular Plan Year.

3.06 OFFERING PERIOD

The Plan shall be implemented by consecutive Offering Periods of Common
Stock. Each Agreement shall specify the Offering Period for which the Option is
granted, which shall be determined by the Committee in accordance with the Plan.
The Committee shall have the authority to change the duration of Offering
Periods, including the commencement dates thereof, with respect to future
offerings without approval of the Company's stockholders. Under such
circumstances, any change to the Offering Periods shall be announced at least
ten (10) days prior to the scheduled beginning of the initial Offering Period to
be affected. In no event, however, shall an Offering Period extend beyond the
period permitted under Section 423(b)(7) of the Code.

3.07 EXERCISE OF OPTION

Unless a Participant provides written notice to the Company, or
withdraws from the Plan as provided in Article VI, his Option for the purchase
of shares shall be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to the Option shall be purchased for such
Participant at the applicable Option Price, using the accumulated payroll
deductions in his Account, subject to the limitations under Sections 3.03 and
3.09. No fractional shares shall be purchased. Any payroll deductions
accumulated in an Account that are not sufficient to purchase a full share of
Common Stock shall be retained in the Account for the subsequent Offering
Period, subject to earlier withdrawal by the Participant as provided in Article
VI. Any other monies remaining in a Participant's Account after the Exercise
Date shall be returned to the Participant or his Beneficiary in cash, without
interest. During a Participant's lifetime, such Participant's Option is
exercisable only by such Participant.

3.08 DELIVERY OF STOCK

(a) As promptly as practical after each Exercise Date on which a
purchase of Common Stock occurs, the Company shall arrange the delivery to each
Participant, or his Beneficiary, of a certificate representing the shares of
Common Stock purchased upon exercise of such Participant's Option, except that
the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee unless the
Participant has delivered to the Committee a written election that certificates
representing such shares be issued to him. Shares of Common Stock issued upon
exercise of an Option and delivered to or for the benefit of a Participant or
Beneficiary will be registered in the name of such Participant or Beneficiary,
as the case may be. Alternatively, at the direction of a Participant through
written notice to the Committee at least ten (10) days prior to the applicable
Exercise Date, such shares shall be registered in the names of such Participant
and one other person as may be designated by the Participant, as joint tenants
with rights of survivorship, community property or as tenants by the entirety,
to the extent permitted by applicable law.





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(b) The Committee may require a Participant or his Beneficiary to give
prompt written notice to the Company concerning any disposition of shares of
Common Stock received upon the exercise of such Participant's Option within: (i)
two (2) years from the date of granting of such Option to such Participant, (ii)
one (1) year from the transfer of such shares of Common Stock to such
Participant, or (iii) such other period as the Committee may from time to time
determine.

3.09 MAXIMUM NUMBER OF SHARES

In no event shall the number of shares of Common Stock that a
Participant may purchase during any one Offering Period under the Plan exceed
the number of shares determined by (a) multiplying twenty percent (20%) of the
amount of the Participant's Compensation for the payroll period immediately
preceding the date he is first granted an Option for such Offering Period by the
number of payroll periods from such date to the end of such Offering Period, and
(b) dividing that product by 85% of the Fair Market Value of a share of Common
Stock on such date.

3.10 WITHHOLDING

At the time an Option is exercised, or at the time some or all of the
Common Stock that is issued under the Plan is disposed of, the Company may
withhold from any Compensation or other amount payable to the applicable
Participant, or require such Participant to remit to the Company (or make other
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of), the amount necessary for the
Company to satisfy any Federal, state or local taxes required by law to be
withheld with respect to the shares of Common Stock subject to such Option or
disposed of, as a condition to delivery of any certificate or certificates for
any such shares of Common Stock. Whenever under the Plan payments are to be made
in cash, such payments shall be made net of an amount sufficient to satisfy any
Federal, state or local tax or withholding obligations with respect to such
payments.

ARTICLE IV
PAYROLL DEDUCTIONS

4.01 CONTRIBUTION RATE

(a) At the time a Participant files an Agreement with the Committee
authorizing payroll deduction, he may elect to have payroll deductions made on
each payday during the Offering Period, and such Contribution Rate shall be a
minimum of one percent (1%) and a maximum of ten percent (10%) of the
Participant's Compensation in effect on each payroll period during the Offering
Period, unless the Committee determines otherwise in a manner applicable
uniformly to all Participants. The payroll deductions shall only be made in
whole percentages of the Participant's Compensation. Participants may not make
any separate cash payments outside payroll deductions under the Plan except as
otherwise provided in Section 5.04(d) in the event of a Change in Control.






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(b) A Participant may discontinue his participation in the Plan as
provided in Article VI, or may elect to decrease the rate of his payroll
deductions during the Offering Period by filing a new Agreement with the
Committee that authorizes a change in his Contribution Rate. Such election by
the Participant to decrease his Contribution Rate shall only be permitted once
during each Offering Period. The Committee may, in its discretion, in a fair and
equitable manner, limit the number of Participants who change their Contribution
Rate during any Offering Period. Any such change in Contribution Rate accepted
by the Committee shall be effective with the first full payroll period following
ten (10) business days after the Committee's receipt of the new Agreement
authorizing the new Contribution Rate, unless the Committee elects to process a
change in the Contribution Rate more quickly. A Participant's authorization to
change his Contribution Rate shall remain in effect for successive Offering
Periods unless terminated as provided in Article VI.

(c) Notwithstanding the foregoing provisions of this Section 4.01, the
Committee may decrease a Participant's Contribution Rate, but not below zero
percent, at any time during an Offering Period to the extent necessary to comply
with Section 423(b)(8) of the Code or Section 3.03 of the Plan. To the extent
necessary in such case, payroll deductions shall recommence at the rate provided
in such Participant's Agreement at the beginning of the first Offering Period
that is scheduled to begin in the following Plan Year, unless the Participant
withdraws from the Plan in accordance with Article VI.

4.02 PARTICIPANT ACCOUNT

All payroll deductions made for a Participant shall be credited to his
Account under the Plan. 4.03 INTEREST

No interest shall accrue on the payroll deductions of a Participant
under the Plan. In addition, no interest shall be paid on any and all money that
is distributed to a Participant, or his Beneficiary, pursuant to the provisions
of Sections 6.01 and/or 6.03.

ARTICLE V
COMMON STOCK

5.01 SHARES PROVIDED

(a) The maximum number of shares of Common Stock that may be issued
under the Plan shall be 500,000 shares. This number is subject to an adjustment
upon any changes in capitalization of the Company as provided in Section 5.04.

(b) The Committee may determine, in its sole discretion, to include in
the number of shares of Common Stock available under the Plan any shares of
Common Stock that cease to be subject to an Option or are forfeited or any
shares subject to an Option that terminates without issuance of shares of Common
Stock actually being made to the Participant.




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(c) If the number of shares of Common Stock that Participants become
entitled to purchase under the Plan is greater than the shares of Common Stock
offered in a particular Offering Period or remaining available under the Plan,
the available shares of Common Stock shall be allocated by the Committee among
such Participants in such manner as the Committee determines is fair and
equitable.

5.02 PARTICIPANT INTEREST

The Participant shall have no interest as a shareholder, including,
without limitation, voting or dividend rights, with respect to shares of Common
Stock covered by his Option until such Option has been exercised in accordance
with the Plan and his Agreement.

5.03 RESTRICTION OF SHARES UPON EXERCISE

The Committee may, in its discretion, require as conditions to the
exercise of any Option that the shares of Common Stock reserved for issuance
upon the exercise of the Option shall have been duly listed upon a stock
exchange, and that either:

(a) a registration statement under the Securities Act with respect
to the shares shall be effective, or

(b) the Participant shall have represented at the time of
purchase, in form and substance satisfactory to the Company,
that it is his intention to purchase the shares for investment
and not for resale or distribution.

5.04 CHANGES IN CAPITAL

(a) Subject to any required action by the shareholders of the Company,
upon changes in the outstanding Common Stock by reason of a stock split, reverse
stock split, stock dividend, combination or exchange of shares, merger,
recapitalization, consolidation, corporate separation or division of the Company
(including, but not limited to, a split-up, spin-off, split-off or distribution
to Company stockholders other than a normal cash dividend), reorganization,
reclassification, or increase or decrease in the number of shares of capital
stock of the Company effected without receipt of full consideration therefor, or
any other similar change affecting the Company's capital structure, the
Committee shall make appropriate adjustments, in its discretion, to, or
substitute, as applicable, the number, class and kind of shares of stock
available for Options under the Plan, outstanding Options and the Reserves, the
maximum number of shares that a Participant may purchase per Offering Period,
the Option Prices of outstanding Options and any other characteristics or terms
of the Options or the Plan as the Committee shall determine are necessary or
appropriate to reflect equitably the effects of such changes to the
Participants; PROVIDED, HOWEVER, that any fractional shares resulting from any
such adjustment shall be eliminated by rounding to the next lower whole number
of shares with appropriate payment for such fractional shares as shall be
reasonably determined by the Committee. Notice of any such adjustment shall be
given by the Committee to each Participant whose Option has been adjusted and
such adjustment, whether or not such notice has been given, shall be effective
and binding for all purposes of the Plan.




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(b) The existence of the Plan and any Options granted hereunder shall
not affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company or a Subsidiary, any issue of debt, preferred or
prior preference stock ahead of or affecting Common Stock, the authorization or
issuance of additional shares of Common Stock, the dissolution or liquidation of
the Company or any Subsidiary, any sale or transfer of all or part of the
Company's or a Subsidiary's assets or business or any other corporate act or
proceeding.

(c) The Board may at any time terminate an Offering Period then in
progress and provide, in its discretion, that Participants' then outstanding
Account balances shall be used to purchase shares pursuant to Article III or
returned to the applicable Participants.

(d) In the event of a Change in Control, the Committee may, in its
discretion:

(i) permit each Participant to make a single sum payment with
respect to his outstanding Option before the Exercise Date
equal to the amount the Participant would have contributed as
determined by the Committee for the payroll periods remaining
until the Exercise Date, and provide for termination of the
Offering Period then in progress and purchase of shares
pursuant to Article III; or

(ii) provide for payment in cash to each Participant of the amount
standing to his Account plus an amount equal to the highest
value of the consideration to be received in connection with
such transaction for one share of Common Stock, or, if higher,
the highest Fair Market Value of the Common Stock during the
30 consecutive Trading Days immediately prior to the closing
date or expiration date of such transaction, less the Option
Price of the Participant's Option (determined for all purposes
of this Section 5.04(d)(ii) using such closing or termination
date as the Exercise Date in applying Section 2.23),
multiplied by the number of full shares of Common Stock that
could have been purchased for such Participant immediately
prior to the Change in Control with the amount standing to his
Account at the Option Price, and that all Options so paid
shall terminate.

ARTICLE VI
WITHDRAWAL

6.01 GENERAL

By written notice to the Committee, at any time prior to the last day
of any particular Offering Period, a Participant may elect to withdraw all of
the accumulated payroll deductions in his Account at such time. All of the
accumulated payroll deductions credited to such withdrawing Participant's
Account shall be paid to such Participant promptly after receipt of his written
notice of withdrawal. In addition, upon the Participant's written notice of
withdrawal, the Participant's Option for the Offering Period shall be
automatically terminated, and no further payroll deductions for the purchase of




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shares on behalf of such Participant shall be made for such Offering Period. If
a Participant withdraws from an Offering Period, payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless the Participant
delivers to the Committee a new Agreement authorizing payroll deductions.

6.02 EFFECT ON SUBSEQUENT PARTICIPATION

A Participant's withdrawal from an Offering Period shall not have any
effect upon his eligibility to participate in any similar plan that may
hereafter be adopted by the Company or a Subsidiary or in succeeding Offering
Periods that commence after the termination of the Offering Period from which
the Participant withdraws.

6.03 TERMINATION OF EMPLOYMENT

Upon termination of employment as an Eligible Employee, for any reason,
a Participant shall be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such Participant's Account during the Offering
Period but not yet used to exercise the Option shall be returned to such
Participant, or, in the case of a Participant's death, the payroll deductions
credited to such deceased Participant's Account shall be paid to his Beneficiary
or Beneficiaries, and the Participant's Option shall be automatically
terminated. A transfer of a Participant's employment between or among the
Company and any Designated Subsidiary or Designated Subsidiaries shall not be
treated as a termination of employment for purposes of the Plan.

ARTICLE VII
ADMINISTRATION

7.01 GENERALLY

The Plan shall be administered by a committee the members of which are
appointed by the Board. The Committee shall consist of no fewer than three (3)
members. Notwithstanding the foregoing, the Board, in its absolute discretion,
may at any time and from time to time exercise any and all rights, duties and
responsibilities of the Committee under the Plan, including, but not limited to,
establishing procedures to be followed by the Committee, except with respect to
any matters which under any applicable law, regulation or rule are required to
be determined in the sole discretion of the Committee. If and to the extent that
no Committee exists which has the authority to administer the Plan, the
functions of the Committee shall be exercised by the Board. In addition, the
Board shall have discretionary authority to designate, from time to time,
without approval of the Company's stockholders, those Subsidiaries that shall be
Designated Subsidiaries, the employees of which are eligible to participate in
the Plan.

7.02 AUTHORITY OF THE COMMITTEE

The Committee shall have all authority that may be necessary or helpful
to enable it to discharge its responsibilities with respect to the Plan. Without
limiting the generality of the foregoing sentence or Section 7.01, subject to





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the express provisions of the Plan, the Committee shall have full and exclusive
discretionary authority to interpret and construe any and all provisions of the
Plan and any Agreements, determine eligibility to participate in the Plan, adopt
rules and regulations for administering the Plan, adjudicate and determine all
disputes arising under or in connection with the Plan, determine whether a
particular item is included in "Compensation," and make all other determinations
deemed necessary or advisable for administering the Plan. Decisions, actions and
determinations by the Committee with respect to the Plan or any Agreement shall
be final, conclusive and binding on all parties. Except to the extent prohibited
by applicable law or the rules of a stock exchange, the Committee may, in its
discretion, from time to time, delegate all or any part of its responsibilities
and powers under the Plan to any member or members of the management of the
Company, and revoke any such delegation.

7.03 APPOINTMENT

The Board may from time to time appoint members to the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, on the Committee. The Committee may select one member
as its Chair and shall hold its meetings at such times and places as it shall
deem advisable. It may also hold telephonic meetings. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan or any Agreement in the manner and to
the extent the Committee determines to be desirable. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee shall be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

ARTICLE VIII
MISCELLANEOUS

8.01 DESIGNATION OF BENEFICIARY

(a) A Participant may file with the Committee a written designation of
a Beneficiary who is to receive any Common Stock and/or cash from the
Participant's Account in the event of such Participant's death subsequent to an
Exercise Date on which the Option is exercised but prior to delivery to such
Participant of such Common Stock and cash. Unless a Participant's written
Beneficiary designation states otherwise, the designated Beneficiary shall also
be entitled to receive any cash from the Participant's Account in the event of
such Participant's death prior to exercise of his Option.

(b) A Participant's designation of Beneficiary may be changed by the
Participant at any time by written notice to the Committee. In the event of the
death of a Participant and in the absence of a valid Beneficiary designation
under the Plan at the time of such Participant's death, the Company shall
deliver the shares and/or cash to which the deceased Participant was entitled





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under the Plan to the executor or administrator of the estate of such
Participant. If no such executor or administrator has been appointed as can be
determined by the Committee, the Company shall 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 Committee may designate. Any such delivery or payment shall
be a complete discharge of the obligations and liabilities of the Company, the
Subsidiaries, the Committee and the Board under the Plan.

8.02 TRANSFERABILITY

Neither payroll deductions credited to the Participant's Account nor
any rights with regard to the exercise of an Option or to receive Common Stock
under the Plan 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 under Section 8.01. 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 funds from an Offering Period in accordance
with Article VI.

8.03 CONDITIONS UPON ISSUANCE OF SHARES

(a) If at any time the Committee shall determine, in its discretion,
that the listing, registration and/or qualification of shares of Common Stock
upon any securities exchange or under any state or Federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Common
Stock hereunder, no Option may be exercised or paid in whole or in part unless
and until such listing, registration, qualification, consent and/or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.

(b) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Option is or may
be in the circumstances unlawful, contravene the requirements of any stock
exchange, or result in the imposition of excise taxes on the Company or any
Subsidiary under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act, or otherwise with
respect to shares of Common Stock or Options and the right to exercise any
Option shall be suspended until, in the opinion of such counsel, such sale or
delivery shall be lawful or will not result in the imposition of excise taxes on
the Company or any Subsidiary.

(c) The Committee, in its absolute discretion, may impose such
restrictions on the ownership and transferability of the shares of Common Stock
purchasable or otherwise receivable by any person under any Option as it deems
appropriate. The certificates evidencing such shares may include any legend that
the Committee deems appropriate to reflect any such restrictions.





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8.04 PARTICIPANTS BOUND BY PLAN

By accepting any benefit under the Plan, each Participant and each
person claiming under or through such Participant shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

8.05 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.

8.06 AMENDMENT OR TERMINATION

The Board may terminate, discontinue, amend or suspend the Plan at any
time, with or without notice to Participants. No such termination or amendment
of the Plan may materially adversely affect the existing rights of any
Participant with respect to any outstanding Option previously granted to such
Participant, without the consent of such Participant, except for any amendment
or termination permitted by Section 5.04. In addition, no amendment of the Plan
by the Board shall, without the approval of the shareholders of the Company, (i)
increase the maximum number of shares that may be issued under the Plan or that
any Participant may purchase under the Plan in any Offering Period, except
pursuant to Section 5.04; (ii) change the class of employees eligible to receive
Options under the Plan, except as provided by the Board pursuant to the last
sentence of Section 7.01; or (iii) change the formula by which the Option Price
is determined under the Plan.

8.07 NO EMPLOYMENT RIGHTS

The Plan does not, either directly or indirectly, create an independent
right for the benefit of any employee or class of employees to purchase any
shares of Common Stock under the Plan. In addition, the Plan does not create in
any employee or class of employees any right with respect to continuation of
employment by the Company or any Subsidiary, and the Plan shall not be deemed to
interfere in any way with the Company's or any Subsidiary's employment at will
relationship with the employee and/or interfere in any way with the Company's or
any Subsidiary's right to terminate, or otherwise modify, an employee's
employment at any time or for any or no reason.

8.08 INDEMNIFICATION

No current or previous member of the Board, or the Committee, nor any
officer or employee of the Company acting on behalf of the Board, or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan. All such
members of the Board or the Committee and each and every officer or employee of






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the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation of the Plan. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such individuals may be entitled under the Company's Certificate of
Incorporation, or Bylaws, as a matter of law or otherwise.

8.09 CONSTRUCTION OF PLAN

Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall also include the plural, and
conversely. The words "Article" and "Section" herein shall refer to provisions
of the Plan, unless expressly indicated otherwise.

8.10 TERM OF PLAN

Following the adoption of the Plan by the Board, and approval of the
Plan by the shareholders of the Company who are present and represented at a
special or annual meeting of the shareholders where a quorum is present, which
approval must occur not earlier than one (1) year before, and not later than one
(1) year after, the date the Plan is adopted by the Board, the Plan shall become
effective on the Effective Date.

8.11 UNFUNDED STATUS OF PLAN

The Plan shall be an unfunded plan. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments, PROVIDED that the existence
of such trusts or other arrangements is consistent with the unfunded status of
the Plan.

8.12 GOVERNING LAW

The law of the State of New Jersey will govern all matters relating to
the Plan except to the extent such law is superseded by the laws of the United
States.



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