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Exhibit 4.01
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ELECTRONIC ARTS INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
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As Approved by the Board of Directors on June 27, 1996,
as amended February 24, 1998, June 13, 1998, October 29, 1998 and February 14,
2000
1. Establishment of Plan. Electronic Arts Inc., (the "Company") proposes
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to grant options for purchase of the Company's Class A Common Stock to employees
of the Company's International Subsidiaries (as hereinafter defined) pursuant to
this International Employee Stock Purchase Plan (the "Plan"). For purposes of
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this Plan, "Subsidiary" means any corporation (other than the Company) in an
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unbroken chain of corporations beginning with the Company if 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. "International
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Subsidiary" means any Subsidiary organized under the laws of and incorporated
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and having its principle place of business outside the United States. A total
of 475,000 shares of Class A Common Stock are reserved for issuance under the
Plan. Such number shall be subject to adjustments effected in accordance with
Section 14 of the Plan.
2. Purposes. The purpose of the Plan is to provide certain employees of the
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International Subsidiaries of the Company as defined in section 4 below, as long
as no employee is an executive officer or director of the Company ("Employee")
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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 Subsidiaries, and to provide an incentive for
continued employment.
3. Administration. This Plan may be administered by the Board or a committee
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appointed by the Board (the "Committee"). The Plan shall be administered by the
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Board or a committee appointed by the Board consisting of not less than three
(3) persons (who are members of the Board), each of whom is a disinterested
director. As used in this Plan, references to the "Committee" shall mean either
the committee appointed by the Board to administer this Plan or the Board if no
committee has been established. Subject to the provisions of the Plan, all
questions of interpretation or application of the Plan shall be determined by
the Committee and its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no compensation for their
services in connection with the administration of the Plan, other than standard
fees as established from time to time by the Board of Directors of the Company
for services rendered by Board members serving on Board committees. All
expenses incurred in connection with the administration of the Plan shall be
paid by the Company.
4. Eligibility. Any Employee is eligible to participate in an Offering
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Period (as hereinafter defined) under the Plan except the following:
(a) Employees who are not employed by the International Subsidiaries on
the fifteenth (15th) day of the month before the beginning of such
Offering Period;
(b) Employees who are customarily employed for less than 20 hours per week
unless required by local law;
(c) Employees who are customarily employed for less than five (5) months
in a calendar year unless required by local law;
d) Employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Internal
Revenue Code of 1986, as amended (the "Code"), own stock or hold
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options to purchase stock or who, as a result of being granted an
option under the Plan with respect to such Offering Period, would own
stock or hold options to purchase stock possessing five (5) percent or
more of the total combined voting power or value of all classes of
stock of the Company or any of its subsidiaries; and
(e) Employees who would, by virtue of their participation in such Offering
Period, be participating simultaneously in more than one Offering
Period under the Plan.
5. Offering Dates. The Offering Periods of the Plan (the "Offering Period")
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shall be of twelve (12) months duration commencing on the first business day of
March and September of each year and ending on the last business day of February
and August, respectively, hereafter. The first Offering Period shall commence
on September 2, 1996. The first day of each Offering Period is referred to as
the "Offering Date". Each Offering Period shall consist of two (2) six-month
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purchase periods (individually, a "Purchase Period"), during which payroll
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deductions of the participant are accumulated under this Plan. Each such six-
month Purchase Period shall commence on the first business day of March and
September of an Offering Period and shall end on the last business day of the
following August and February, respectively. The last business day of each
Purchase Period is hereinafter referred to as the Purchase Date. The Board of
Directors of the Company shall have the power to change the duration of Offering
Periods or Purchase Periods if such change is
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announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period or Purchase Period, as the case may be, to be affected.
6. Participation in the Plan. Employees may become participants in an
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Offering Period under the Plan on the first Offering Date after satisfying the
eligibility requirements by delivering to the Employee's payroll department (the
"Payroll Department") not later than the 15th day of the month before such
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Offering Date unless a later time for filing the subscription agreement is set
by the Board for all Employees with respect to a given Offering Period a
subscription agreement authorizing payroll deductions. An Employee who does
not deliver a subscription agreement to the Payroll Department by such date
after becoming eligible to participate in such Offering Period under the Plan
shall not participate in that Offering Period or any subsequent Offering Period
unless such Employee enrolls in the Plan by filing the subscription agreement
with the Payroll Department not later than the 15th day of the month preceding a
subsequent Offering Date. Once an Employee becomes a participant in an Offering
Period, such Employee will automatically participate in the Offering Period
commencing immediately following the last day of the prior Offering Period
unless the Employee withdraws from the Plan or terminates further participation
in the Offering Period as set forth in Section 11 below. Such participant is
not required to file any additional subscription agreements in order to continue
participation in the Plan. Any participant whose option expires and who has not
withdrawn from the Plan pursuant to Section 11 below will automatically be re-
enrolled in the Plan and granted a new option on the Offering Date of the next
Offering Period. A participant in the Plan may participate in only one Offering
Period at any time.
7. Grant of Option on Enrollment. Enrollment by an Employee in the Plan
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with respect to an Offering Period will constitute the grant (as of the Offering
Date) by the Company to such Employee of an option to purchase on each Purchase
Date up to that number of shares of Class A Common Stock of the Company
determined by dividing the amount accumulated in such Employee's payroll
deduction account during such Purchase Period by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the Company's Class A
Common Stock on the Offering Date (the "Entry Price") or (ii) eighty-five
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percent (85%) of the fair market value, of a share of the company's Class A
Common Stock on the Purchase Date, provided, however, that the number of shares
of the Company's Class A Common Stock subject to any option granted pursuant to
this Plan shall not exceed the lesser of (a) the maximum number of shares set by
the Board pursuant to Section 10(c) below with respect to all Purchase Periods
within the applicable Offering Period or Purchase Period, or (b) 200% of the
number of shares determined by using 85% of the fair market value of a share of
the Company's Class A Common Stock on the Offering Date as the denominator.
Fair market value of a share of the Company's Class A Common Stock shall be
determined as provided in Section 8 hereof.
8. Purchase Price. The purchase price per share at which a share of Class A
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Common Stock will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:
(a) the fair market value, in United States dollars, on the Offering Date
or
(b) the fair market value, in United States dollars, on the Purchase Date.
For purposes of the Plan, the term "fair market value" on a given date shall
mean the closing bid from the previous day's trading of a share of the Company's
Class A Common Stock as reported on the Nasdaq National Market.
9. Payment of Purchase Price; Changes in Payroll Deductions; Issuance of
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Shares.
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(a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Purchase Period. The deductions are made as a
percentage of the Employee's compensation in one percent (1%) increments not
less than two percent (2%) nor greater than ten percent (10%). Compensation
shall mean all compensation designated as employee compensation, including, but
not limited to base salary, wages, commissions, overtime, shift premiums and
bonuses, plus draws against commissions. Payroll deductions shall commence with
the first pay period following the Offering Date and shall continue to the end
of the Offering Period unless sooner altered or terminated as provided in the
Plan.
(b) A participant may lower (but not increase) the rate of payroll
deductions during a Purchase Period by filing with their local Payroll
Department a new authorization for payroll deductions, in which case the new
rate shall become effective for the next payroll period commencing more than 15
days after the Payroll Department's receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below. Such change in the rate of payroll deductions may be made at any time
during an Offering Period, but not more than one change may be made effective
during any Purchase Period. A participant may increase or lower the rate of
payroll deductions for any subsequent Purchase Period by filing with the Payroll
Department a new authorization for payroll deductions not later than the 15th
day of the month before the beginning of such Purchase Period.
(c) All payroll deductions made for a participant are credited to his or
her account under the Plan and are deposited with the general funds of the
Company; no interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
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(d) On each Purchase Date, as long as the Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the participant
wishes to withdraw from that Offering Period under the Plan and have all payroll
deductions accumulated in the account maintained on behalf of the participant as
of that date returned to the participant, the Company shall apply the funds then
in the participant's account to the purchase of whole shares of Class A Common
Stock reserved under the option granted to such participant with respect to the
Offering Period to the extent that such option is exercisable on the Purchase
Date. The purchase price per share shall be as specified in Section 8 of the
Plan. Any cash remaining in a participant's account after such purchase of
shares shall be refunded to such participant in cash; provided, however, that
any amount remaining in participant's account on a Purchase Date which is less
than the amount necessary to purchase a full share of Class A Common Stock of
the Company shall be carried forward, without interest, into the next Purchase
Period or Offering Period, as the case may be. In the event that the Plan has
been oversubscribed, all funds not used to purchase shares on the Purchase Date
shall be returned to the participant. No Class A Common Stock shall be
purchased on a Purchase Date on behalf of any Employee whose participation in
the Plan has terminated prior to such Purchase Date.
(e) As promptly as practicable after the Purchase Date, the Company shall
arrange the delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his option; provided that the
Company may deliver certificates to a broker or brokers that hold such
certificates in street name for the benefit of each such participant.
(f) During a participant's lifetime, such participant's option to purchase
shares hereunder is exercisable only by him or her. The participant will have
no interest or voting right in shares covered by his or her option until such
option has been exercised. Shares to be delivered to a participant under the
Plan will be registered in the name of the participant or in the name of the
participant and his or her spouse.
10. Limitations on Shares to be Purchased.
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(a) No Employee shall be entitled to purchase stock under the Plan at a
rate which, when aggregated with his or her rights to purchase stock under all
other stock purchase plans of the Company or any Subsidiary, exceeds $25,000 in
fair market value, determined as of the Offering Date for each calendar year in
which the Employee participates in the Plan.
(b) No more than 200% of the number of shares determined by using 85% of
the fair market value of a share of the Company's Class A Common Stock on the
Offering Date as the denominator may be purchased by a participant on any single
Purchase Date.
(c) No Employee shall be entitled to purchase more than the Maximum Share
Amount (as defined below) on any single Purchase Date. Not less than thirty
days prior to the commencement of any Purchase Period, the Board may, in its
sole discretion, set a maximum number of shares which may be purchased by any
Employee at any single Purchase Date (hereinafter the "Maximum Share Amount").
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In no event shall the Maximum Share Amount exceed the amounts permitted under
Section 10(b) above. If a new Maximum Share Amount is set, then all
participants must be notified of such Maximum Share Amount not less than fifteen
(15) days prior to the commencement of the next Purchase Period. Once the
Maximum Share Amount is set, it shall continue to apply with respect to all
succeeding Purchase Dates and Purchase Periods unless revised by the Board as
set forth above.
(d) If the number of shares to be purchased on a Purchase Date by all
Employees participating in the Plan exceeds the number of shares then available
for issuance under the Plan, the Company shall make a pro rata allocation of the
remaining shares in as uniform a manner as shall be practicable and as the Board
shall determine to be equitable. In such event, the Company shall give written
notice of such reduction of the number of shares to be purchased under a
participant's option to each Employee affected thereby.
(e) Any payroll deductions accumulated in a participant's account which
are not used to purchase stock due to the limitations in this Section 10 shall
be returned to the participant as soon as practicable after the end of the
Offering Period.
11. Withdrawal.
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(a) Each participant may withdraw from an Offering Period under the Plan
by signing and delivering to the local Payroll Department notice on a
form provided for such purpose. Such withdrawal may be elected at any
time at least fifteen (15) days prior to the end of an Offering
Period.
(b) Upon withdrawal from the Plan, the accumulated payroll deductions
shall be returned to the withdrawn Employee and his or her interest in
the Plan shall terminate. In the event an Employee voluntarily elects
to withdraw from the Plan, he or she may not resume his or her
participation in the Plan during the same Offering Period, but he or
she may participate in any Offering Period under the Plan which
commences on a date subsequent to such withdrawal by filing a new
authorization for payroll deductions in the same manner as set forth
above for initial participation in the Plan.
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(c) A participant may participate in the current Purchase Period under an
Offering Period (the "Current Offering Period") and enroll in the
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Offering Period commencing after such Purchase Period (the "New
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Offering Period") by (i) withdrawing from participating in the Current
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Offering Period effective as of the last day of a Purchase Period
within that Offering Period and (ii) enrolling in the New Offering
Period. Such withdrawal and enrollment shall be effected by filing
with the local Payroll Department at least fifteen (15) days prior to
the end of a Purchase Period such form or forms as are provided for
such purposes.
12. Termination of Employment. Termination of a participant's employment for
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any reason, including retirement or death or the failure of a participant to
remain an Employee, terminates his or her participation in the Plan immediately
on the date which Employee's employment with the Company ceases, or if earlier,
the date on which the Company gives notice of such termination. In no event
shall participation in this plan extend beyond the participant's termination
date, nor shall any potential value of a purchase under this Plan be considered
in determining any notice or compensation in lieu of notice that may be required
or given upon termination of participant's employment by the Company.
Participant agrees that this provision is a condition to this Plan and
enrollment in the Plan waives any and all rights and claims participant may have
to value attributable to a purchase under this Plan which would have under any
circumstances taken place after the termination date. In such event, the
payroll deductions credited to the participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal representative.
For this purpose, an Employee will not be deemed to have terminated employment
or failed to remain in the continuous employ of the Company in the case of sick
leave, military leave, or any other leave of absence approved by the Board of
Directors of the Company; provided that such leave is for a period of not more
than ninety (90) days or re employment upon the expiration of such leave is
guaranteed by contract or statute.
13. Return of Payroll Deductions. In the event an Employee's interest in the
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Plan is terminated by withdrawal, termination of employment or otherwise, or in
the event the Plan is terminated by the Board, the Company shall promptly
deliver to the Employee all payroll deductions credited to his account. No
interest shall accrue on the payroll deductions of a participant in the Plan.
14. Capital Changes. Subject to any required action by the stockholders of
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the Company, the number of shares of Class A Common Stock covered by each option
under the Plan which has not yet been exercised and the number of shares of
Class A Common Stock which have been authorized for issuance under the Plan but
have not yet been placed under option (collectively, the "Reserves"), as well as
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the price per share of Class A 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 Class A Common Stock
resulting from a stock split or the payment of a stock dividend (but only on the
Class A Common Stock) or any other increase or decrease in the number of shares
of Class A 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 issue 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 Class A Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that the options
under the Plan shall terminate as of a date fixed by the Board and give each
participant the right to exercise his or her option as to all of the optioned
stock, including shares which would not otherwise be exercisable. 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 option under
the Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock. If the Board makes an
option exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of twenty (20) days from the date of
such notice, and the option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Class A Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Class A
Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.
15. Nonassignability. Neither payroll deductions credited to a participant's
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account nor any rights with regard to the exercise of an option or to receive
shares 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 in Section 22 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect.
16. Reports. Individual accounts will be maintained for each participant in
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the Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his account setting forth the total payroll
deductions accumulated, the number of shares
<PAGE>
purchased, the per share price thereof and the remaining cash balance, if any,
carried forward to the next Purchase Period or Offering Period, as the case may
be.
17. Notice of Disposition. Each participant shall notify the Company if the
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participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within two (2) years from the
Offering Date or within twelve (12) months from the Purchase Date on which such
shares were purchased (the "Notice Period"). Unless such participant is
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disposing of any of such shares during the Notice Period, such participant shall
keep the certificates representing such shares in his or her name (and not in
the name of a nominee) during the Notice Period. The Company may, at any time
during the Notice Period, place a legend or legends on any certificate
representing shares acquired pursuant to the Plan requesting the Company's
transfer agent to notify the Company of any transfer of the shares. The
obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on certificates.
18. No Rights to Continued Employment. Neither this Plan nor the grant of any
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option hereunder shall confer any right on any Employee to remain in the employ
of the Company or any Subsidiary or restrict the right of the Company or any
Subsidiary to terminate such Employee's employment.
19. Equal Rights and Privileges. All Employees shall have equal rights and
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privileges with respect to the Plan.
20. Notices. All notices or other communications by a participant to the
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Company 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.
21. Designation of Beneficiary
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(a) A participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to
the end of a Purchase Period but prior to delivery to him of such
shares and cash. In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such
participant's death prior to a Purchase Date.
(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 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, may deliver such shares 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.
22. Conditions Upon Issuance of Shares; Limitation on Sale of Shares. Shares
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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
all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, 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.
23. Applicable Law. Except as otherwise expressly required under the laws of
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a country, the Plan and all rights thereunder shall be governed by and construed
in accordance with the laws of the state of California, United States of
America. Should any provision of this Plan be determined by a court of
competent jurisdiction to be unlawful or unenforceable for a country, such
determination shall in no way affect the application of that provision in any
other country, or any of the remaining provisions of the Plan.
24. Amendment or Termination of the Plan. This Plan shall be effective on the
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day after the effective date of the Company's Registration Statement filed with
the Securities Exchange Commission under the Securities Act of 1933, as amended,
with respect to the shares issuable under the Plan (the "Effective Date"), and
the Plan shall continue until the earlier to occur of termination by the Board,
issuance of all of the shares of Class A Common Stock reserved for issuance
under the Plan, or ten (10) years from the adoption of the Plan by the Board.
The Board of Directors of the Company may at any time amend or terminate the
Plan, except that any such termination cannot affect options previously granted
under the Plan, nor may any amendment make any change in an option previously
granted which would adversely affect the right of any participant.
<PAGE>
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN ACTION FORM
ENROLLMENT/CHANGE/WITHDRAWAL AGREEMENT
----------- Action Complete Sections
SECTION ------ -----------------
----------- [_] New Enrollment 2,3,4,6,8
[_] Payroll Deduction Change 2, 4, 8
[_] Withdrawal 2, 5, 8
[_] Beneficiary Change 2, 6, 8
----------- Name:___________________ Location:_________________________
SECTION 2:
PERSONAL Address:___________________________________________________
-----------
----------- I hereby elect to participate in the Electronic Arts
SECTION 3: Employee Stock Purchase Plan (the "Plan") and I agree to be bound
NEW by its terms. Stock purchased under the Plan should be
registered in my name or in my name together with the following
name: ____________________________________________________.
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SECTION 4: I hereby authorize payroll deductions from each paycheck in that
PAYROLL percentage of my compensation as shown below, in accordance with
DEDUCTION the Plan. Decreases in deductions will be effective for the
----------- payroll period that begins 15 days after the payroll department's
receipt of this form. Increases in deductions will not be
effective until the next Purchase Period.
Amount to be Deducted (Circle One): 0% 2% 3% 4% 5% 6% 7%
8% 9% 10%
----------- Effective: _______/_______/_______ I will cease participating in
SECTION 5: Month Date Year the Plan, all monies
----------- contributed to Plan thus
far will be returned, and I
may not re-enroll until the
next Offering Period.
----------- In the event of my death, I hereby designate the following
SECTION 6: person(s) as my beneficiary(ies) to receive all payments and/or
----------- stock due me under the Employee Stock Purchase Plan:
Primary Beneficiary:_____________%:__ Relationship:____________
Primary Beneficiary:_____________%:__ Relationship:____________
Note: If more than one primary beneficiary listed, please
indicate % allocated to each.
Secondary Beneficiary:_______________ Relationship:____________
----------- I understand that my payroll deductions will be accumulated for
----------- the automatic purchase of shares of Common Stock at the end
PRICE of each Purchase Period, unless I withdraw from the Plan or
become ineligible. The purchase price per share will be the
lower of (i) 85% of the fair market value on the first day of an
Offering Period or (ii) 85% of the fair market value on the last
day of a Purchase Period.
SUCCESSIVE I understand that this enrollment will be effective for each
PERIODS subsequent Offering Period unless I withdraw from Plan or
otherwise become ineligible to participate in the Plan. In the
event, however, that the Offering Price for the new Offering
Period for which I am not enrolled is less than the Offering
Price for the Offering Period for which I am currently enrolled,
I understand that I will automatically be withdrawn from the
current Offering Period and re-enrolled in the new Offering
Period unless I notify the Company to the contrary.
REVIEW OF I have received a copy of the Company's most recent prospectus
PROSPECTUS which describes the Plan. I understand that my participation is
in all respects subject to the terms of the Plan.
----------- I agree to be bound by the terms of this Form and the Plan.
SECTION 8: I have been advised to consult my tax advisory with respect to
AUTHORIZATI the tax consequences of participating in the Plan.
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I am not a citizen or resident of the United States and
therefore not subject to United States income tax laws. I
understand that Electronic Arts makes no representation regarding
the tax treatment under the tax laws of the country in which I am
a citizen or resident in connection with the International
Employee Stock Purchase Plan or my purchase of shares thereunder.
I also understand that I am encouraged to consult with my own tax
advisor, prior to purchasing shares under the Plan, concerning
tax treatment of my participation in the Plan.
I understand that because my payroll deductions will not be
expressed in U.S. dollars and the value of shares of the
Company's Class A Common Stock is expressed in U.S. dollars, it
will be necessary to convert the amount of my payroll deductions
into U.S. dollars in order to calculate various share amounts
under the International Employee Stock Purchase Plan. I also
understand that the exercise price for the shares purchased by me
pursuant to the International Employee Stock Purchase Plan will
be expressed in U.S. dollars and that the exchange rates in
effect at the end of the Purchase Period will be used to
determine the number of shares which I may purchase on the
exercise date.
Signature of Employee:________________________ Date:___________
Please send original to Stock Administration and a Copy to Payroll.
