Registration Statement

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 23, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lincare Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

51-0331330

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

19387 US 19 North

Clearwater, Florida

33764

(Address of Principal Executive Offices)

(Zip Code)

2009 Employee Stock Purchase Plan

(Full Title of the Plan)

Paul G. Gabos

Chief Financial Officer

Lincare Holdings Inc.

19387 U.S. 19 North

Clearwater, FL 33764

(Name and Address of Agent For Service)

(727) 530-7700

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	700,000 shares(1)	$21.13-$22.49(2)	$15,267,000(2)	$851.90

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on March 19, 2009.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

(a) The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

(c) The description of the securities contained in the registrant’s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for any authorization of the payment of a dividend or approval of a stock repurchase in violation of Delaware corporate law or for any transaction from which the director derived an improper personal benefit. The Registrant has included such provisions in its Certificate of Incorporation.

Section 145 of the General Corporation Law of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

The bylaws of the Registrant provide for indemnification of the officers and directors to the full extent permitted by applicable law. The Registrant has purchased directors’ and officers’ liability insurance which would indemnify its directors and officers against damages arising out of certain kinds of claims which might be made against them based on their negligent acts or omissions while acting in their capacity as such.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

Item 9. Undertakings.

Item 512(a) of Regulation S-K . The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. Item 512(b) of Regulation S-K . The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K . Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Clearwater, Florida, on this 23 ^rd day of March, 2009.


Lincare Holdings Inc.

By:		/s/ PAUL G. GABOS
		Paul G. Gabos
		Secretary, Chief Financial Officer
		and Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ JOHN P. BYRNES	Director, Chief Executive Officer and Principal Executive Officer	March 23, 2009
John P. Byrnes

/s/ PAUL G. GABOS	Secretary, Chief Financial Officer and Principal Accounting Officer	March 23, 2009
Paul G. Gabos

*	Director	March 23, 2009
Stuart H. Altman

*	Director	March 23, 2009
Chester B. Black

*	Director	March 23, 2009
Frank D. Byrne

*	Director	March 23, 2009
William F. Miller III


*By:		/s/ PAUL G. GABOS
		Attorney in Fact

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INDEX TO EXHIBITS


Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant

4.2(2)		Amended and Restated By-Laws of the Registrant

5		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)

23.2		Consent of KPMG LLP

24		Powers of Attorney related to 2009 Employee Stock Purchase Plan

99.1		2009 Employee Stock Purchase Plan

(1)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 12, 1998 and incorporated herein by reference.

(2)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K dated November 26, 2007 and incorporated herein by reference.

Exhibit 5

WILMERHALE LETTERHEAD

March 23, 2009

Lincare Holdings Inc.

19387 U.S. 19 North

Clearwater, FL 33764


Re:		2009 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 700,000 shares of common stock, $0.01 par value per share (the “Shares”), of Lincare Holdings Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2009 Employee Stock Purchase Plan (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that, subject to stockholder approval of the Plan at the 2009 annual meeting of the Company’s stockholders, the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


Very truly yours,

WILMER CUTLER PICKERING HALE AND DORR LLP

By:		/s/ ROBERT A. SCHWED
		Partner

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Lincare Holdings Inc.:

We consent to the use of our reports dated February 25, 2009, with respect to the consolidated balance sheets of Lincare Holdings Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated herein by reference.

Our report on the consolidated financial statements refers to a change in the Company’s method of quantifying errors in 2006.

Our report on the consolidated financial statements refers to the Company’s adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes effective January 1, 2007.

Our report on the consolidated financial statements refers to the Company’s adoption of Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 effective January 1, 2008.

Our report dated February 25, 2009, on the effectiveness of internal control over financial reporting as of December 31, 2008, contains an explanatory paragraph that states management’s assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of the business acquired from Meridian Healthcare Group Inc., which is included in the 2008 consolidated financial statements of the Company and constituted approximately 1% of total assets as of December 31, 2008 and less than 0.1% of total revenues and net earnings for the year then ended. Our audit of internal control over financial reporting of Lincare Holdings Inc. also excluded an evaluation of the internal control over financial reporting of the business referred to above.

/s/ KPMG LLP

Tampa, Florida

March 23, 2009

Certified Public Accountants

Exhibit 24

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, STUART H. ALTMAN, Ph.D., a legal resident of the State of Massachusetts, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

Form S-8 registration statement in relation to the 2009 Employee Stock Purchase Plan

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the registration statement on Form S-8 related to the 2009 Employee Stock Purchase Plan.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

/s/ STUART H. ALTMAN, Ph.D.

STUART H. ALTMAN, Ph.D.

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, CHESTER B. BLACK, a legal resident of the State of Massachusetts, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

Form S-8 registration statement in relation to the 2009 Employee Stock Purchase Plan

GENERAL PROVISIONS

/s/ CHESTER B. BLACK

CHESTER B. BLACK

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, FRANK D. BYRNE, M.D., a legal resident of the State of Wisconsin, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

Form S-8 registration statement in relation to the 2009 Employee Stock Purchase Plan

GENERAL PROVISIONS

/s/ FRANK D. BYRNE, M.D.

FRANK D. BYRNE, M.D.

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM F. MILLER, III, a legal resident of the State of Texas, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

Form S-8 registration statement in relation to the 2009 Employee Stock Purchase Plan

GENERAL PROVISIONS

/s/ WILLIAM F. MILLER, III

WILLIAM F. MILLER, III

Exhibit 99.1

LINCARE HOLDINGS INC.

2009 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose of the Plan . The purpose of the Lincare Holdings Inc. Employee Stock Purchase Plan (the “Plan”), is to provide employees of Lincare Holdings Inc. (the “Company”) and its subsidiaries with an opportunity to acquire an ownership interest in the Company through the purchase of shares of common stock (par value $0.01 per share) of the Company (the “shares”) pursuant to a plan qualifying for treatment under Section 421(a) of the Code. The Plan is intended to comply with the provisions of Section 423 of the Code and shall be administered, interpreted and construed accordingly, although the Company assumes no obligation for, and makes no representations as to the Plan meeting, such qualification. For purposes of this Plan, “Code” means the Internal Revenue Code of 1986, as amended.

2. Employees Eligible to Participate . Any person, including officers (as such term is defined in Rule 16a-1 (f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), who is in the employment of the Company or any of its subsidiaries during an Offering Period (as defined and described below) is eligible to participate in the Plan; provided, however, that the Committee shall have the authority, in its sole discretion (but in all events consistent with the provisions of Section 423 of the Code) to establish from time to time the eligibility requirements with respect to such employees’ participation in the Plan. Notwithstanding any provisions of the Plan to the contrary, no employee shall be granted a right to purchase shares under the Plan:

(a) if, immediately after the grant, such employee would own shares (including stock ownership attributed to the employee under Section 424(d) of the Code), and/or hold outstanding rights to purchase shares, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or its parent or any subsidiary corporation; or

(b) which permits his or her rights to purchase stock under all employee stock purchase plans of the Company (or of a parent or any subsidiary) to accrue at a rate which exceeds $25,000 of fair market value of the stock (determined at the time such right to purchase is granted) for each calendar year in which such right to purchase is outstanding at any time, determined in accordance with Section 423(b)(8) of the Code; or

3. Offering Periods . Subject to change or modification at any time and from time to time by the Employee Stock Purchase Plan Committee (the “Committee”), there will be four (4) offering periods-December 1 through February 28 (or February 29, as the case may be), March 1 through May 31, June 1 through August 31 and September 1 through November 30-for each twelve (12) month period during the term of the Plan (an “Offering Period”). The last day of

each Offering Period shall be referred to herein as an “Offering Date.” Except for the limitation contained in Section 5(a) of the Plan and limitations which the Committee may impose from time to time in its discretion on the number of shares for which each eligible employee may subscribe, there shall be no limit on the aggregate number of shares for which subscriptions may be made during any particular Offering Period. The right of an eligible employee to subscribe for shares under the Plan during an Offering Period shall accrue on the Offering Date preceding the first day of such Offering Period, but subject to the continuing eligibility requirements of the Plan.

4. Price and Methods of Purchase . All matters regarding the purchase price of the shares and method of purchase of the shares under this Plan shall be conducted so as to at all times comply with the provisions of the Rules promulgated under the Exchange Act. Unless a higher purchase price is otherwise necessary in order to comply with the foregoing, the purchase price per share on any Offering Date shall be the lesser of (i) 85% of the fair market value of the Company’s common stock as of the immediately preceding Offering Date, or (ii) 85% of the fair market value of the Company’s common stock as of the current Offering Date. For purposes of paragraph 4, “fair market value” of a share as of a particular date shall mean, (i) if shares are then listed on a national stock exchange, the closing price per share on the exchange for the last preceding date on which there was a sale of shares on such exchange, as determined by the Committee, (ii) if shares are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average of the closing “bid” and “ask” prices for such shares in such market for the last preceding date on which there was a sale of such shares in such market, as determined by the Committee, or (iii) if shares are not then listed on a national stock exchange or traded on an over-the-counter market, then such value as determined by the Committee in good faith and based on all relevant factors, provided that where such shares are so listed or traded, the Committee may make discretionary determinations where the shares have not been traded for 10 trading days.

5. Number of Shares Available for Purchase . The Committee shall have the authority, in its sole discretion, to establish from time to time a minimum and/or maximum number of shares which eligible employees are allowed to purchase under the Plan during any given Offering Period; provided, however, that in no event shall an aggregate number of shares greater than 700,000 be issued under the Plan; and provided further, that the maximum number of shares an employee shall be permitted to purchase in any Plan Year shall be an amount equal to (i) 10% of such employee’s base salary on the last day of the immediately preceding Plan Year, or, if the employee is not employed on such date, then employee’s base salary on the date the employee commences employment with the Company, divided by (ii) the fair market value of a share of Company common stock as of the last day of the immediately preceding Plan Year. For purposes hereof, “Plan Year” means the 12-month period running from December 1 to November 30.

6. Participation and Payment .

(a) An eligible employee may become a participant in any Offering Period by completing and delivering a Payroll Deduction Authorization at least 20 days prior to the end of the payroll period for which the employee desires such election to be effective; provided,

however, that an employee who previously has participated in the Plan and has terminated such participation shall be ineligible to participate again until the first Offering Period that begins at least six months from the date of such termination of participation. The Payroll Deduction Authorization Form shall state the percentage of the employee’s base compensation that he or she desires to have withheld. Notwithstanding the foregoing, any amounts of salary or wages deferred by the Employee for the purpose of purchasing stock under the Plan shall be subject to all income tax, social security and other withholdings under state and federal law.

(b) The designated percentage of compensation shall be withheld by the Company for such pay period and for each succeeding pay period until the employee submits a Payroll Deduction Authorization Form changing such election. Changes to the percentage of compensation to be withheld may be made at any time, but not more frequently than 4 times per year; provided, however, that regardless of the number of changes previously made, an employee may discontinue participation in the Plan at any time, as provided in Section 7.

(c) The Company will credit the amounts deducted from the participant’s compensation for each participant’s account. On each Offering Date, the Company will use the amounts accumulated to issue shares for the benefit of the participants. Such shares shall be held by an agent designated by the Company. No interest will be paid on any funds withheld from the participant under any circumstances. Once funds have been withheld from the participant’s compensation, the participant shall have no right to obtain the release of such funds, except upon termination of participation in the Plan.

(d) Shares purchased shall be allocated to the individual accounts established by the Company’s agent for participants in proportion to the respective amounts withheld for participants’ accounts. Allocations shall be made in whole shares.

7. Termination of Participation in Plan .

(a) A participant may terminate his or her participation in the Plan at any time by delivering to the Company written notice terminating his or her payroll deduction authorization, which will become effective as soon as practicable after receipt.

(b) Participation in the Plan and payroll deduction authorizations terminate automatically without notice upon death or other termination of employment with the Company. Any funds submitted in payment for shares prior to termination of participation in the Plan shall be promptly returned to the participant.

8. Delivery of Certificates Representing Shares .

(a) Periodically throughout the operation of the Plan (but in no event less than quarterly), the Company shall cause the agent designated by it to prepare and deliver to each participating employee a statement with respect to the employee’s account activity in the Plan. All shares purchased under the Plan shall be held in street name by the Company or its designee for the benefit of the employees. Alternatively, the Committee may, in its sole discretion, from time to time direct that certificates representing the purchased shares be issued in the purchasing

employee’s name and delivered to the employee. In the event the Plan is terminated for any reason, the Company shall cause certificates to be issued in the name(s) of the employees holding shares in the Plan with respect to such shares held. In the event of termination for any reason of the employment of an employee participant of the Plan, the Company shall cause to be issued to such employee, one or more certificates representing the Company shares owned by such terminated employee held in street name on behalf of such terminated employee, if any.

(b) Notwithstanding any other provision of this Plan, shares purchased hereunder must be held by participating employees for a minimum of one year from the date of purchase. The Company or its designee may require appropriate legends or stop orders to enforce such restriction.

9. Employees’ Rights as Stockholders . No participating employee shall have any right as a stockholder until he or she becomes a record or beneficial owner of the shares purchased under the Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to such date.

10. Termination of Employment . An employee whose employment is terminated for any reason shall have no right to purchase shares or otherwise participate in the Plan after the date of termination. No shares may be issued to any person who is not an employee on the date the shares are issued. Any funds submitted in payment for shares that may not be issued as a result of non-employee status shall be promptly returned to the subscriber.

11. Rights Not Transferable . The right of an employee to participate in the Plan shall not be transferable by an employee nor be exercisable after death, by his or her personal representative or anyone else, or during his or her lifetime by any person other than the employee.

12. Dividend. Recapitalization. Etc . If shares are distributed by the Company as a stock dividend or pursuant to a stock split, combination, or exchange of shares of the Company’s common stock, or other increase or decrease in the number of the outstanding shares without receipt by the Company of consideration:

(a) the aggregate number of shares which shall thereafter be available under the Plan shall be equitably and appropriately adjusted; and

(b) the number and kind of shares then subject to subscription by employees under the Plan shall be equitably and appropriately adjusted.

13. Administration .

(a) The Board of Directors of the Company shall appoint an Employee Stock Purchase Plan Committee composed of at least two persons who shall be employees of the Company, but who are not required to be Directors of the Company. The Committee shall have the sole and exclusive authority to administer the Plan. The Committee may prescribe rules and regulations from time to time for the administration of the Plan, may make exceptions to such rules and regulations and to the provisions set forth in the Plan, and may decide questions which may arise with respect to its interpretation or application.

(b) All shares purchased under the Plan shall be purchased in accordance with applicable state and federal securities laws such that the shares, when purchased, will be freely tradable by the respective Employees purchasing such shares, subject to the restriction imposed by Section 8 of the Plan. The Committee may establish procedures and restrictions in its discretion to ensure compliance with applicable securities laws.

14. Term of Plan . Unless sooner terminated as provided in paragraph 15, the Plan shall commence on satisfaction of the condition of paragraph 17 and shall terminate at such time as all shares reserved for issuance under the Plan pursuant to paragraph 5 have been issued. No additional rights to purchase shares shall be granted under the Plan at any such time as all shares reserved for issuance hereunder are subject to outstanding rights to purchase shares. Notwithstanding anything in the Plan to the contrary, if (i) the Company is merged or consolidated with another corporation, and the Company is not a surviving corporation or (ii) the Company is liquidated or dissolved, then the Plan shall immediately terminate and all rights to purchase stock hereunder to the extent not then exercised shall cease and become void.

15. Amendment or Termination . The Board of Directors of the Company shall have the right to amend, modify, or terminate the Plan at any time without notice. Upon termination, all rights to purchase stock hereunder to the extent not then exercised shall cease and become void.

16. Notices .

(a) All notices or other communications by an employee to the Company under or in connection with the Plan shall be deemed to have been duly given when actually received by the Secretary of the Company or when actually received in the form specified by the Company at the locations, or by the person, designated by the Company for the receipt thereof.

(b) All notices or other communications by the Company to an employee under or in connection with the Plan shall be deemed to have been duly given by the Company to the employee if hand delivered to the employee or delivered to the employee’s location of employment, or if sent by U.S. mail to the residence or business address of the employee as reflected on the books of the Company or to such other address as the employee may designate from time to time by notice given in accordance with the provisions in paragraph 16(a).

17. Condition Precedent to Effectiveness . The Plan shall become effective upon the adoption of the Plan by the Board of Directors of the Company and subsequent approval by the stockholders of the Company at the 2009 annual meeting of stockholders. If the Plan is not so approved, the Plan shall be deemed not effective and all amount contributed by employees shall be returned.