8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2008

1-12340

(Commission File Number)

GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	03-0339228
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of registrant’s principal executive office)

(802) 244-5621

(Registrant’s telephone number)

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Change-in-Control Severance Benefit Plan

On March 13, 2008, the Board of Directors of Green Mountain Coffee Roasters, Inc. (the “Company”) approved and adopted the 2008 Change-in-Control Severance Benefit Plan (the “Plan”) for certain key employees of the Company and its subsidiary. Participants in the Plan include Kathryn S. Brooks, Vice President of Human Resources and Organizational Development, R. Scott McCreary, Chief Operating Officer and James Travis, Vice President of Sales.

Under the Plan, if a Change of Control (as defined in the Plan) occurs and the covered employee’s employment is terminated by the Company without Cause (as defined in the Plan) or by the covered employee for Good Reason (as defined in the Plan) in the twelve months immediately following, or in the three months immediately prior to, the change in control, the covered employee will be entitled to the following payments and benefits:

• A lump sum payment equal to the covered employee’s base salary and the greater of (i) the average of the annual incentive bonuses paid in cash to the covered employee by the Company in the three most recent fiscal years ended prior to the date of the covered employees termination or the date of the change of control, if greater or (ii) the covered employee’s target annual incentive bonus for the fiscal year in which the change in control occurs;

• A lump sum payment equal to the pro-rata share of the covered employee’s target bonus for the year in which the termination occurs.

• Full vesting of any stock options or other stock-based award held by the covered employee prior to the change of control.

• Continued health and dental benefits coverage for 12 months following the change of control.

No covered employee shall be eligible to receive benefits payable under the Plan if he or she is a party to an employment agreement, severance agreement, change in control agreement or similar agreement with the Company or any of its subsidiaries that provides for payments or benefits in connection with a change of control of the Company unless the covered employee waives his or her rights under such agreement.

The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 10.1 hereto.

Amendment of Employee Stock Purchase Plan

On March 13, 2008, the Company’s Board of Directors approved an amendment to the Company’s Employee Stock Purchase Plan (as amended, the “ESPP”) in order to remove the expiration date of September 30, 2008, previously included in the plan and make certain other

technical changes. The ESPP has no fixed termination date and will continue in effect until all of the shares authorized under the ESPP have been issued or such earlier time as the ESPP is terminated in accordance with its terms.

The foregoing description of the ESPP is qualified in its entirety by reference to the Amended and Restated Employee Stock Purchase Plan which is attached hereto as Exhibit 10.2.

Changes to Compensation of Named Executive Officers

On March 13, 2008, the Company’s Board of Directors approved changes to the compensation payable to Robert P. Stiller, the Company’s founder and former president and chief executive officer who currently serves as the Chairman of the Board of Directors. Mr. Stiller was a named executive officer in the Company’s 2008 proxy statement. Pursuant to the compensation arrangement, Mr. Stiller will serve as a non-executive employee of the Company through September 27, 2008, and is entitled to receive the following payments and benefits:

• A Board of Directors chairman fee of $50,000 per fiscal year.

• The standard retainer and annual meeting attendance fees payable to all Company directors.

• An annual stock option grant of 7,400 shares to be granted at close of business on the date of the Company’s annual meeting.

• Base salary in the amount of $5,000 per month through September 27, 2008, at which time the Company will re-evaluate whether Mr. Stiller will continue to serve as a non-executive employee.

• Speaking fees in the amount of $ 10,000 per engagement.

The compensation arrangement described above wholly supersedes the prior compensation agreements between Mr. Stiller and the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Green Mountain Coffee Roasters, Inc. 2008 Change-in-Control Severance Benefit Plan

10.2 Green Mountain Coffee Roasters, Inc. Amended and Restated Employee Stock Purchase Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREEN MOUNTAIN COFFEE ROASTERS, INC.
By:	/s/ Frances G. Rathke
	Frances G. Rathke
	Chief Financial Officer
Date:	March 19, 2008

Index to Exhibits

Exhibit No.	Description
10.1	Green Mountain Coffee Roasters, Inc. 2008 Change-in-Control Severance Benefit Plan
10.2	Green Mountain Coffee Roasters, Inc. Amended and Restated Employee Stock Purchase Plan

EX-10.1

Exhibit 10.1

GREEN MOUNTAIN COFFEE ROASTERS, INC.

2008 CHANGE-IN-CONTROL

SEVERANCE BENEFIT PLAN

1. PURPOSE

Green Mountain Coffee Roasters, Inc. (the “Company”) adopts the 2008 Change-in-Control Severance Benefit Plan (the “Plan”) with the intent of assuring that it will have the benefit of continuity of management in the event of any actual or threatened change in control.

2. DEFINITIONS

“Accountants”: the independent public accounting firm most recently serving as the Company’s outside auditors prior to the Change in Control, or such other accounting or benefits consulting firm as the Company may designate prior to a Change in Control.

“Base Salary”: in the case of any Participant, the Participant’s annual rate of base salary as in effect immediately prior to the date of the Participant’s Qualifying Termination (or, if higher, his or her annual rate of base salary as in effect immediately prior to the Change in Control).

“Benefits”: the payments and benefits described in Section 5 of the Plan.

“Board”: the Board of Directors of the Company; provided, that the Board of Directors may delegate its duties and responsibilities under the Plan to a committee of the Board of Directors, in which case all references herein to “Board” (other than the reference to “Board” in the definition of “Change in Control”) shall be deemed to refer to such committee.

“Bonus”: in the case of any Participant, whichever of the following is the greater: (i) the annual average of the annual bonuses or other annual incentive compensation amounts paid in cash to the Participant (or that would have been so paid absent deferral) by the Company in its three most recent fiscal years ended prior to the date of the Participant’s Qualifying Termination or the three most recent fiscal years ended prior to the Change in Control if greater, or (ii) the Participant’s target incentive bonus for the fiscal year in which the Change in Control occurs.

“Business Combination”: a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company.

“Cause”: in the case of any Participant, any or any combination of the following: (i) commission by the Participant of a crime involving moral turpitude, or of a felony; (ii) gross neglect by the Participant of his or her duties (other than as a result of incapacity resulting from physical or mental illness or injury) that continues for thirty (30) days after the Company gives written notice to the Participant thereof; (iii) an act of dishonesty or breach of faith in the conduct by the Participant of his or her duties for the Company that is materially injurious to the Company.

“Change in Control”: A Change in Control shall be deemed to have occurred upon the occurrence of any of the following:

(a) any Person (excluding (i) any employee benefit plan of the Company or its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (i) Robert Stiller, members of his family and trusts for their benefit) become(s) the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the Board on a fully-diluted basis (and taking into account all such securities that such Person has the right to acquire pursuant to any option right); provided, that if a Person (subject to the exclusions set forth in (a)(i) and (a)(ii) above) becomes the “beneficial owner” (as defined above) of 35% or more but less than 50% of the equity securities of the Company entitled to vote for members of the Board on a fully-diluted basis (and taking into account all such securities that such Person has the right to acquire pursuant to any option right), no Change in Control shall be deemed to have occurred by reason thereof under this paragraph (a) if within fifteen (15) days of being advised that such ownership level has been reached, a majority of the Incumbent Directors then in office adopt a resolution approving the acquisition of that level of securities ownership by such Person;

(b) there is consummated a Business Combination unless, following such Business Combination, (i) the Persons who were the beneficial owners (as defined in paragraph (a)) of the equity securities of the Company entitled to vote for members of the Board beneficially own (as so defined), directly or indirectly, more than 50% of the equity securities entitled to vote generally in the election of directors (or the equivalent) of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the equity securities of the Company entitled to vote for members of the Board, (ii) no Person (excluding any entity resulting from such Business Combination or any entity or individual described in (a)(i) or (a)(ii) or that would be so described if the resulting entity were substituted for “the Company and its subsidiaries” in (a)(i)) beneficially owns, directly or indirectly, 35% or more of the equity securities entitled to vote generally in the election of directors (or the equivalent) of the entity resulting from such Business Combination, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or the equivalent) resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(c) the stockholders of the Company approve a complete liquidation or dissolution of the Company.

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“Code”: the federal Internal Revenue Code of 1986, as amended. References to the Code shall be deemed to incorporate applicable Treasury Regulations and other applicable Internal Revenue Service guidance.

“Effective Date”: the date on which the Plan is adopted by the Board.

“Exchange Act”: the Securities Exchange Act of 1934.

“Good Reason”: as defined in Section 6 of the Plan.

“Incumbent Directors”: the individuals who, as of the Effective Date, constituted the Board of Directors of the Company; provided, that any individual who becomes a member of the Board subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors.

“Participant”: subject to Section 3 of the Plan, any key employee of the Company or of a subsidiary of the Company whom the Board has selected to participate in the plan.

“Person”: any “person” or “group” as such terms are used in Sections 13(d) or 14(d) of the Exchange Act.

“Plan”: the Green Mountain Coffee Roasters, Inc. 2008 Change in Control Severance Benefit Plan set forth herein, as the same may from time to time be amended and in effect. As applied to any Participant, the Plan shall be deemed modified by the provisions of the Participant’s Plan Agreement, if any.

“Plan Agreement”: an agreement described in Section 4 of the Plan.

“Qualifying Termination”: in the case of any Participant, termination of the Participant’s employment with the Company and its subsidiaries in the twelve (12) months immediately following, or in the three (3) months immediately prior to, a Change in Control by reason of (i) an involuntary separation by the Company other than for Cause; or (ii) a voluntary separation by the Participant for Good Reason. A termination will be treated as one described in clause (ii) of the preceding sentence only if the Participant gives the Company written notice of the events or circumstances constituting Good Reason within ninety (90) days of the initial existence or occurrence of those events or circumstances, the Company fails to cure within thirty (30) days of receipt of such notice, and the Participant’s separation occurs not later than thirty (30) days after the end of the cure period.

“Section 280G”: Section 280G of the Code.

“Section 409A”: Section 409A of the Code.

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“Section 4999”: Section 4999 of the Code.

3. PARTICIPATION

A key employee once designated a Participant shall continue to be a Participant (subject to satisfaction of the requirements set forth in Section 4 below) until the earlier of (a) the date (not later than the date that is three (3) months prior to the date of a Change in Control) on which the Board determines that he or she is no longer eligible to participate in the Plan (as evidenced by written notice thereof), and (b) the date he or she ceases to be employed by the Company; provided, that a Participant who ceases to be employed by the Company by reason of a Qualifying Termination shall continue to be treated as a Participant with respect to any benefits related to such Qualifying Termination until they have been paid or provided in full.

4. AGREEMENT OF PARTICIPANTS

As a precondition to participation in the Plan, the Board may require that a key employee who is designated a Participant enter into a written agreement (a “Plan Agreement”) in accordance with procedures prescribed by and in a form acceptable to the Board. Each Plan Agreement shall contain (a) the Participant’s binding commitment to the effect that once any Person other than the Company, a direct or indirect subsidiary of the Company, or an employee benefit plan of the Company or any such subsidiary begins a tender or exchange offer or a solicitation of proxies from the Company’s security holders or takes other actions to effect a Change in Control, the Participant will not voluntarily terminate his or her employment with the Company until such Person has abandoned or terminated such efforts to effect a Change in Control or until a Change in Control has occurred; and (b) such other terms, if any, as the Board may specify, which may (if the Board so provides) deviate from the terms generally set forth in the Plan.

5. BENEFITS

A Participant who separates from the service of the Company and its subsidiaries by reason of a Qualifying Termination shall receive the following:

(a) The Company shall pay to the Participant in cash, within five (5) days of the date of the Qualifying Termination (provided; that if a termination otherwise constituting a Qualifying Termination occurs prior to the occurrence of the Change in Control it shall be deemed a Qualifying Termination for purposes of this Section 5(a) only if and at the time the Change in Control occurs), the sum of (i) all salary earned by the Participant as of the date of termination but not yet paid, (ii) the Participant’s accrued vacation earned through the date of termination, (iii) an amount equal to the Participant’s target incentive bonus, if any, for the fiscal year in which termination occurs, multiplied times a fraction, the numerator of which is the number of days elapsed between the beginning of such year

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and the date of termination and the denominator of which is 365; and (iv) an amount equal to the sum of the Participant’s Base Salary and Bonus.

(b) Provided that he or she elects so-called “COBRA” continuation coverage, if available, the Participant, together with his or her dependents, will continue (i) for the duration of the “coverage continuation period” (as hereinafter defined) to be eligible to participate at the Company’s expense (subject to any applicable waiting periods or similar requirements to the extent such requirements had not been satisfied prior to the date of termination, and subject to the payment by the Participant or his or her dependents of premiums, co-pays or similar amounts at rates not greater than those applicable immediately prior to the Change in Control to active employees and their dependents) in all medical and dental group health plans or programs maintained or sponsored by the Company immediately prior to the Change in Control, and (ii) after the coverage continuation period and for the duration of the COBRA period, if any, to participate in accordance with the rules set forth in the relevant plans and applicable law. For purposes of this subsection, the “coverage continuation period” means the one (1) year period following the Participant’s Qualifying Termination. Notwithstanding the foregoing provisions of this subsection, if the Participant becomes reemployed by another employer and is eligible (together with his or her dependents) for medical or dental insurance coverage that is substantially equivalent to the coverage of the same type that he or she (and his or her dependents) were entitled to receive under this subsection, the Company’s obligation to the Participant and his or her dependents under this subsection shall, to the maximum extent permissible under applicable law, cease with respect to that type of coverage.

(c) Each Company stock option or other stock-based award held by the Participant prior to the Change in Control that is assumed (including any substitute award) in the Change in Control and that is not otherwise vested and, if applicable, exercisable shall be vested (and, in the case of an award requiring exercise, exercisable) not later than immediately prior to the Change in Control. Subject to the foregoing, each such award shall be subject to the terms of the plan and any agreement pursuant to which such award was granted.

6. “GOOD REASON”

The following shall constitute “Good Reason” for purposes of the definition of “Qualifying Termination”:

(d) Any action by the Company which results in a material diminution in Participant’s position, authority, duties or responsibilities immediately prior to the Change in Control; provided, however, that any reduction in size or nature of the Company’s business by reason of a sale or transfer of some or all of the business of the Company or any of its subsidiaries or other reduction in its business or that of its subsidiaries, or the fact that the Company shall become a subsidiary of another company

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or the securities of the Company shall no longer be publicly traded, shall not, in and of itself, constitute Good Reason hereunder; or

(e) Any material reduction in the Participant’s rate of annual base salary; or

(f) Any material reduction in the retirement and welfare benefits made available to the Participant or any materially adverse change in the terms on which those benefits are made available; or

(g) Any requirement by the Company that the Participant be based at any office or location that is more than 50 miles distant from the Participant’s base office or work location immediately prior to the Change in Control.

7. COORDINATION WITH CERTAIN CODE PROVISIONS

Payments under Section 5 shall be made without regard to whether the deductibility of such payments (or any other “parachute payments,” as that term is defined in Section 280G, to or for the benefit of the Participant) would be limited or precluded by Section 280G and without regard to whether such payments (or any other “parachute payments” as so defined) would subject the Participant to the federal excise tax levied on certain “excess parachute payments” under Section 4999; provided, that if the total of all payments to or for the benefit of the Participant, after reduction for all federal taxes (including the tax described in Code Section 4999, if applicable, with respect to such payments) (the “Participant’s total after tax payments”), would be increased by the limitation or elimination of any payment under Section 5, such amounts payable hereunder shall be reduced to the extent, and only to the extent, necessary to maximize the Participant’s total after tax payments.

The determination as to whether and to what extent payments under Section 5 are required to be reduced in accordance with the preceding sentence shall be made at the Company’s expense by the Accountants. In the event that any payments under Section 5 are required to be reduced as described in this Section 7, the adjustment will be made, first, by reducing the cash payments, if any, due to the Participant pursuant to Section 5(a); second, if additional reductions are necessary, by reducing the benefits due to the Participant under Section 5(b); and third, if additional reductions are still necessary, by eliminating the accelerated vesting of equity-based awards described in Section 5(c), starting with those awards for which the amount required to be taken into account under the Section 280G rules is the greatest. In the event of any underpayment or overpayment under Section 5 as determined by the Accountants, the amount of such underpayment or overpayment shall forthwith be paid to the Participant or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

8. BINDING EFFECT ON SUCCESSOR ENTITY

The Plan and the Company’s obligations under the Plan shall be binding upon, and the Company shall require the Plan and the Company’s obligations thereunder to be assumed by, any

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successor to all or substantially all of the Company’s business (whether by merger, consolidation, stock sale, sale of assets or otherwise).

9. PAYMENT OBLIGATIONS ABSOLUTE

Upon a Qualifying Termination the Company’s obligations to pay the Benefits described in Section 5 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against any Participant. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to a Participant under any of the provisions of the Plan and, except as otherwise provided in Section 5(c), in no event shall the amount of any payment hereunder be reduced by any compensation earned by a Participant as a result of employment by another employer.

10. LIMITED EFFECT

Nothing herein or in any Plan Agreement shall be construed as giving any Participant a right of continued employment or as limiting the Company’s right to terminate a Participant’s employment, subject, in the case of any Qualifying Termination, to the payment of the Benefits.

11. AMENDMENT AND TERMINATION

The Board may amend the Plan at any time and from time to time, and may terminate the Plan at any time; provided, that no action purporting to amend or terminate the Plan that is approved by the Board on or after the date that falls three (3) months before a Change in Control and that, if effective, would adversely affect the rights of any Participant hereunder with respect to such Change in Control, shall affect those rights without the Participant’s express written consent.

12. OTHER BENEFITS

Notwithstanding anything herein to the contrary, no individual shall be eligible to participate in the Plan who is party to an employment agreement, severance agreement, change in control agreement or similar agreement with the Company or any of its subsidiaries that provides for payments or benefits in connection with a change in ownership or control of the Company (including any such payments or benefits upon a separation from service in connection with a change in ownership or control) (a “separate individual agreement”); provided, that an employee party to a separate individual agreement who waives his or her rights thereunder in a manner that does not result in an impermissible deferral or acceleration of compensation under Section 409A shall not be deemed ineligible to participate in the Plan by reason of this sentence. Benefits payable or provided to a Participant hereunder shall reduce the amount of severance payments and comparable benefits to which the Participant is entitled under any plan or program sponsored by the Company or under any similar arrangement entered into by the Company and the Participant, including, but not limited to, employment agreements.

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13. SECTION 409A

The Plan and the Benefits, if any, payable hereunder are intended to qualify for the short-term exception to the requirements of Section 409A, and the Plan (including all Plan Agreements) shall be construed accordingly. Notwithstanding anything to the contrary in the Plan (including any Plan Agreement), neither the Company, nor any subsidiary, nor any person acting on behalf of the Company, or any subsidiary, shall be liable to any Participant or to the estate or beneficiary of any Participant by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of a payment of the Benefits to satisfy the requirements of Section 409A.

14. WITHHOLDING

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to a Participant shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

15. NO ASSIGNMENT

The rights of Participants and beneficiaries under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of such Participants and beneficiaries.

16. PLAN TO BE UNFUNDED, ETC.

The Plan is intended to create an unfunded incentive compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. A Participant’s right to receive the Benefits shall be no greater than the right of an unsecured general creditor of the Company. All Severance Payments shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such Awards. There shall not vest in any Participant or beneficiary any right, title, or interest in and to any specific assets of the Company.

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EX-10.2

Exhibit 10.2

GREEN MOUNTAIN COFFEE ROASTERS, INC.

AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Purpose.

This Green Mountain Coffee Roasters, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”) is intended to encourage stock ownership by all eligible employees of Green Mountain Coffee Roasters, Inc. (the “Company”), a Delaware corporation, and its participating subsidiaries (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The plan of which the current Plan is an amendment and restatement was approved by the shareholders of the Company on March 26, 1999.

The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

Article 2 - Administration of the Plan.

The Organizational Development and Compensation Committee of the Board of Directors (the “Committee”) will administer the Plan. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final, unless otherwise determined by the Board of Directors. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem appropriate. 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.

Notwithstanding the foregoing, the Board of Directors shall at all times retain the power to administer this Plan in lieu of the Organizational Development and Compensation Committee. In such event, the word “Committee” wherever used herein shall be deemed to mean the Board of Directors.

Article 3 - Eligible Employees.

All employees of the Company or of any of its participating subsidiaries who have completed 30 days of employment and whose customary employment is more than 20 hours per week (“eligible employees”) shall be eligible to receive options under the Plan. Persons who are eligible employees on the first business day of any Payment Period (as defined in Article 5) shall receive their options as of such day. Persons who become eligible employees after any date on which options are granted under the Plan shall be granted options on the first day of the next succeeding Payment Period on which options are granted to eligible employees under the Plan. In no event, however, may an employee be granted an option if such employee, immediately after the option was granted, would be treated as owning stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any

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parent corporation or subsidiary corporation, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee.

Article 4 - Stock Subject to the Plan.

The stock subject to the options under the Plan shall be shares of the Company’s authorized but unissued common stock, par value $0.10 per share (the “Common Stock”), or shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares remaining issuable under the Plan as of January 18, 2008 is 631,032.

Article 5 - Payment Period and Stock Options.

The Payment Periods under the Plan shall consist of (i) a period commencing on the last Sunday in September of each year and ending on the last Saturday in March of each year and (ii) a period commencing on the last Sunday in March of each year and ending on the last Saturday of September of each year. Subject to the limitation set forth in the last paragraph of this Article 5, on the first business day of each Payment Period the Company will grant to each participant in the Plan an option to purchase up to 2,500 shares or, if fewer, the number of shares determined under Article 6. The per share exercise price (the “Option Price”) for each such option shall be the lesser of (i) 85% of the fair market value of the Common Stock on the first business day of the Payment Period and (ii) 85% of the fair market value of the Common Stock on the last business day of the Payment Period, in either event rounded up to avoid fractions of a dollar other than  ¹/4,  ¹/2, and  ³/4. Fair market value of the Stock shall be determined by the Administrator.

No employee shall be granted an option that permits the employee’s right to purchase stock under the Plan and under all other Section 423(b) employee stock purchase plans of the Company and any parent or subsidiary corporations to accrue at a rate that 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. If the participant’s accumulated payroll deductions on the last day of the Payment 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 promptly refunded to the participant by the Company, without interest.

Article 6 - Exercise of Option.

Subject to the limitations in Article 16, each eligible employee who is a participant on the last business day of a Payment Period shall be deemed to have exercised his or her option on such date and thereby to have purchased from the Company such number of full shares of Common Stock reserved for the purpose of the Plan, not in excess of 2,500 shares, as the

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participants accumulated payroll deductions will purchase at the Option Price, subject to the Section 423(b)(8) limitation described in Article 5. Only full shares of Common Stock may be purchased under the Plan. Unused payroll deductions remaining in a participant’s account at the end of a Payment Period by reason of the inability to purchase a fractional share shall be carried forward to the next Payment Period, but no other amounts may be carried forward.

Article 7 - Authorization for Entering the Plan.

An eligible employee may elect to participate for a Payment Period by executing and delivering to the Company a payroll deduction and participation authorization in accordance with procedures prescribed by and in a form acceptable to the Committee. The Committee may establish a deadline in advance of the commencement of the Payment Period by which any such authorization must be delivered. Unless a participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the participant has on file under the Plan will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect.

Article 8 - Maximum Amount of Payroll Deductions.

An eligible employee may request payroll deductions in an amount (expressed as a whole percentage) not less than one percent (1%) but not more than ten percent (10%) of the employee’s total compensation, including base pay or salary and any overtime, bonuses or commissions. The Company will accumulate and hold for each participant’s account the amounts deducted from his or her pay. No interest will be paid on these amounts.

Article 9 - Change in Payroll Deductions.

Deductions may not be increased or decreased during a Payment Period. However, a participant may withdraw in full from the Plan.

Article 10 - Withdrawal from the Plan.

A participant may withdraw from the Plan (in whole but not in part) for a Payment Period at any time prior to the last day of the Payment Period by delivering a withdrawal notice to the Company, in which case the Company will promptly refund the entire balance of the participant’s deductions not previously used to purchase stock under the Plan.

Article 11 - Issuance of Stock.

Shares purchased upon exercise of an option shall be issued as soon as practicable after the Payment Period. Stock purchased under the Plan shall be issued only in the name of the participant, or if the participant’s authorization so specifies, in the name of the participant and another person of legal age as joint tenants with rights of survivorship.

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Article 12 - Adjustments.

In the event of any change in the outstanding Common Stock of the Company by reason of a stock dividend, split-up, recapitalization, merger, consolidation or other reorganization, the aggregate number and class of shares available under the Plan, the number and class of shares under option but not exercised, the option price and other Plan terms, including share limits, shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless the Company shall be satisfied that it will not constitute a modification of the options granted under the Plan or otherwise disqualify the Plan as an employee stock purchase plan under the provisions of Section 423 of the Code.

Article 13 - Equal Rights and Privileges; No Transfer or Assignment of Employee’s Rights.

All participants granted options under the Plan shall have the same rights and privileges, and each participant’s rights and privileges under the Plan shall be exercisable only by him or her and shall not be sold, pledged, assigned, or transferred in any manner.

Article 14 - Termination of Employment.

Whenever a participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her option rights under the Plan shall immediately terminate and the Company shall promptly refund, without interest, the entire balance of his or her payroll deduction account under the Plan. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a participant is on military leave, sick leave or other bona fide leave of absence, for up to 90 days, or for so long as the participant’s right to re-employment is guaranteed either by statute or by contract, if longer than 90 days.

If a participant’s payroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from the participant on the day the interruption occurs.

Article 15 - Termination and Amendments to Plan.

The Plan may be terminated at any time by the Company’s Board of Directors. Upon termination of the Plan, the Board may either (i) provide that then-outstanding options be administered in accordance with their terms, or (ii) accelerate the exercise date for then-outstanding options by specifying that the Payment Period in which such action occurs will end on a date earlier than its originally scheduled end date. If at any time shares of stock reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase stock, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest.

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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) materially 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 Code; or (iii) cause the provisions of Section 16(b) of the Securities Exchange Act of 1934 to become inapplicable to the Plan.

Article 16 - Restrictions on the Exercise of Options.

The Committee, in its sole discretion, may require as a condition to the exercise of options that the underlying shares be registered under the Securities Act of 1933, as amended, and that all other legal requirements necessary, or in the Committee’s opinion, desirable from the Company’s standpoint, to the exercise of the options be satisfied or waived.

Article 17 - Participating Subsidiaries.

The term “participating subsidiary” shall mean any present or future subsidiary of the Company, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the stockholders.

Article 18 - Optionees Not Stockholders.

An employee shall not have any of the rights and privileges of a shareholder of the Company and shall not receive any dividends in respect to any shares of Stock subject to an option hereunder, unless and until he has been issued such shares.

Article 19 - Withholding of Additional Income Taxes.

All payroll deductions under the Plan will be made on an after-tax basis and will be subject to applicable tax withholdings.

Article 20 - Governmental Regulations.

The Company’s obligation to sell and deliver shares of Common Stock under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares and to any Nasdaq or other applicable stock exchange requirements.

Article 21 - No Special Employment Rights.

The Plan does not, directly or indirectly, create in any employee any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company’s right to terminate, or otherwise modify, an employee’s employment at any time.

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Article 22 - Governing Law.

The Plan shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, and shall be construed accordingly.

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