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Except as so modified or superseded, such statement shall not be deemed to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable with respect to the ESPP. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Delaware law provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.
The effect of this provision is to eliminate the personal liability of directors to the corporation or its stockholders for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence.
Delaware law also provides, in general, that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation , because the person is or was a director or officer of the corporation.
However, the aforementioned indemnification applies only if the indemnified person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
However, this indemnification applies only if the indemnified person acted in good faith and in a manner which the person reasonably believed to be in or. The Registrant also maintains insurance policies which insure its officers and directors against certain liabilities. Item 7. Exemption from Registration Claimed. Exhibit Number Description 4. Item 9. 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.
Pursuant to the requirements of the Securities Act of , 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 the City of Sunnyvale, State of California, on this 13 th day of June Denholm and Mitchell L.
Gaynor, jointly and severally, as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments including post-effective amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of , as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date. Michael Lawrie. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions.
The provisions of the b Plan, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section of the Code. Such references to the Plan include the b and the Non-Section b Plan components. If grants are intended to be made under the Non-Section b Plan, they will be designated as such at the time of grant.
Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves.
The duration and timing of Offering Periods may be changed pursuant to Sections 4, 20 and Unless specified otherwise, references to the Plan herein shall refer to the Section b Plan.
The provisions of the b Plan shall be construed, administered and enforced in accordance with Section b of the Code. Any individual who is an Employee on a given Offering Date will be eligible to participate in such Offering Period, subject to the requirements of Section 5.
Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after February 1 and August 1 each year, or on such other date as the Administrator will determine.
The Administrator will have the power to change the duration of Offering Periods including the commencement dates thereof with respect to future offerings without stockholder approval if such change is announced at least five 5 days prior to the scheduled beginning of the first Offering Period to be affected thereafter. Payroll Deductions. The Administrator, in its discretion, may decide that an Employee may submit contributions to the Non-Section b Plan by means other than payroll deductions.
A participant may not make any additional payments into such account. If a participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions will continue at the originally elected rate throughout the Offering Period and future Offering Periods unless terminated as provided in Section Any change in payroll deduction rate made pursuant to this Section 6 d will be effective as of the first full payroll period following five 5 business days after the date on which the change is made by the participant.
Subject to Section b 8 of the Code and Section 3 b hereof, payroll deductions will recommence at the rate originally elected by the participant effective as of the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section Grant of Option.
The Employee may accept the grant of such option with respect to any Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5.
The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that each Employee may purchase during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the participant has withdrawn pursuant to Section The option will expire on the last day of the Offering Period. Exercise of Option. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each participant the shares purchased upon exercise of his or her option in a form determined by the Administrator in its sole discretion and pursuant to rules established by the Administrator.
No participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the participant as provided in this Section 9. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period, unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5.
Termination of Employment. No interest will accrue on the payroll deductions of a participant in the Plan. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, and, with respect to the Section b Plan, to the extent permissible under Code Section and proposed or final Treasury Regulations promulgated thereunder and other Internal Revenue Service guidance , the Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States.
Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling payroll deductions, making of contributions to the Plan, defining eligible Compensation, establishment of bank or trust accounts to hold payroll deductions, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates which vary with local requirements.
The Administrator may also adopt rules, procedures or sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code Section The rules of such sub-plans may take precedence over other provisions of this Plan, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.
To the extent inconsistent with the requirements of Section , such sub-plan shall be considered part of the Non-Section b Plan, and rights granted thereunder shall not be considered to comply with Code Section Designation of Beneficiary. If a participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.
Use of Funds. The Company may use all payroll deductions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions.
Until shares of Common Stock are issued, participants will only have the rights of an unsecured creditor with respect to such shares. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.
In the event that any dividend or other distribution whether in the form of cash, Common Stock, other securities, or other property , recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7 and In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator.
In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.
In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date and will end on the New Exercise Date. Amendment or Termination. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date which may be sooner than originally scheduled, if determined by the Administrator in its discretion , or may elect to permit Offering Periods to expire in accordance with their terms and subject to any adjustment pursuant to Section Such modifications or amendments will not require stockholder approval or the consent of any Plan participants.
All notices or other communications by a participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of , 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 will be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. Term of Plan. The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company.
It will continue in effect for a term of twenty 20 years, unless sooner terminated under Section Reimbursement of Taxes. The Company may require security for such reimbursement of taxes as a precondition to participant participating in the Plan, the grant of any option, or the exercise of this option on behalf of Participant.
The Administrator shall have the authority to approve additional documents or forms which may be requested by the Company for such security, collection or otherwise for reimbursement of such taxes to the Company. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
Original Application. Change in Payroll Deduction Rate. Change of Beneficiary ies. Please note that no fractional percentages are permitted. I understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Plan.
I have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. I understand that if I dispose of any shares received by me pursuant to the Employee Stock Purchase Plan within two 2 years after the Offering Date the first day of the Offering Period during which I purchased such shares or one 1 year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.
I hereby agree to notify the Company in writing within thirty 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock.
The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two 2 -year and one 1 -year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an.
The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. The Company or Indian Subsidiary may require security for such reimbursement of taxes as a precondition to my participation in the Plan, the grant of any option, or the exercise of the option on my behalf and I agree to execute any additional documents requested by the Company or Indian Subsidiary in connection with my FBT or other tax reimbursement obligation.
I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. In the event of my death, I hereby designate the following as my beneficiary ies to receive all payments and shares due me under the Employee Stock Purchase Plan:. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.
Name and Address of Participant:. Entity Publicly Traded on Est. Securities Market Yes No. Note : The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan.
Otherwise complete d. Note: The increment is required to determine the permissible deferral amounts. The special election period, if applicable, will be determined by the Employer. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan. Otherwise complete c. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods e.
Lump Sum Installments. The minimum deferral period for Specified Date or Specified Age event shall be two years.
Installments may be paid [select each that applies]. A Participant shall generally be permitted to elect such modification an unlimited number of times as permitted by applicable law.
Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision. Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. This document has not been approved by the Department of Labor, Internal Revenue Service or any other governmental entity.
An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states.
Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. The Plan is further intended to conform with the requirements of Internal Revenue Code Section A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.
The Plan will be referred to by the name specified in the Adoption Agreement. The Original Effective Date is the date as of which the Plan was initially adopted. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.
Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:.
A Participant will be considered Disabled if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.
Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date whether as an employee or as an independent contractor would permanently decrease to no more than 20 percent of the average level of bona fide services performed whether as an employee or an independent contractor over the immediately preceding 36 month period or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months.
If a Participant continues to provide services to a Related Employer in a capacity other than as an employee, the Participant will not be deemed to have a termination of employment if the Participant is providing services at an annual rate that is at least 50 percent of the services rendered by such individual, on average, during the immediately preceding 36 month period of employment or such lesser period of employment and the annual remuneration for such services is at least 50 percent of the average annual remuneration earned during the such 36 calendar months of employment or such lesser period of employment.
An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract or, in the case of more than one contract, all contracts under which services are performed for the Related Employer if the expiration. If a Participant provides services as both an employee and an independent contractor of the Related Employer, the Participant must separate from service both as an employee and as an independent contractor to be treated as having incurred a Separation from Service.
If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services in both capacities.
If a Participant provides services both as an employee and as a member of the board of directors of a corporate Related Employer or an analogous position with respect to a noncorporate Related Employer , the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section A with any plan in which the Participant participates as a director.
If a Participant provides services both as an employee and as a member of the board of directors of a corporate related Employer or an analogous position with respect to a noncorporate Related Employer , the services provided as an employee are not taken into account in determining whether the Participant has experienced a Separation from Service as a director for purposes of a nonqualified deferred compensation plan in which the Participant participates as a director that is not aggregated under Code Section A with any plan in which the Participant participates as an employee.
All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section A and the final regulations thereunder. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.
If permitted by the Plan Sponsor in accordance with Section 4. A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation.
An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.
A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.
Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Sec 1. Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.
If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period.
The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.
At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event which includes a specified time and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6. Prior to the time required by Reg.
If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service as the distribution event.
If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Reg.
If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If the fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.
If elected by the Plan Sponsor in Section 5. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.
The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.
If permitted by Section 9. Each Account shall be adjusted as of each Valuation Date to reflect: a the hypothetical earnings, expenses, gains and losses described above; b amounts credited pursuant to Section 6.
In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.
Upon a Separation from Service and after application of the provisions of Section 7. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.
If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6. A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator.
A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7. Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section 9. If permitted by Section 6. The distribution election change must be made in accordance with procedures and rules established by the Administrator.
The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section A or the provisions of Reg.
For purposes of this Section 9. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant.
Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: a through reimbursement or compensation by.
A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.
If a distribution under this Section 9. Except as otherwise provided in this Section 9. All Participants shall be treated as Key Employees. The six month delay does not apply to payments described in Section 9. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply.
A distribution made upon a Change in Control will be made at the time specified in Section 6. Alternatively, if the Plan Sponsor has elected in accordance with Section A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.
All distributions made in accordance with this Section 9. If a Participant continues to make deferrals in accordance with Article 4 after he has received a distribution due to a Change in Control, the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he makes in accordance with Article 4 or upon his death or Disability as provided in Article 8.
Whether a Change in Control has occurred will be determined by the. The following explanations correspond to the four steps for creating a VLAN, as depicted in Figure 2. VLANs are created with software and do not require a physical router to forward traffic. VLANs are Layer 2 constructs. Other switches allow you to configure tracking. For IRB interfaces, use the show interfaces irb extensive command.
Look at the input and output values in the Transit Statistics field for IRB interface activity values. For RVI, use the show interfaces vlan extensive command.
They can also be combined with other functions:. VRF is often used in conjunction with Layer 3 subinterfaces, allowing traffic on a single physical interface to be differentiated and associated with multiple virtual routers.
Integrated routing and bridging IRB interfaces enable a switch to recognize which packets are being sent to local addresses so that they are bridged whenever possible and are routed only when needed. Whenever packets can be switched instead of routed, several layers of processing are eliminated.
Switching also reduces the number of address look-ups. When you upgrade from Junos OS Release Layer 3 interfaces on trunk ports allow the interface to transfer traffic between multiple VLANs.
Integrated routing and bridging IRB provides simultaneous support for Layer 2 bridging and Layer 3 routing on the same interface. You configure a logical routing interface by specifying irb as an interface name at the [edit interfaces] hierarchy level and including that interface in the VLAN. For each VLAN that you configure, specify a vlan-name.
You must also specify the value bridge for the domain-type statement. For the vlan-id statement, you can specify either a valid VLAN identifier or the none option. The vlan-tags statement enables you to specify a pair of VLAN identifiers; an outer tag and an inner tag.
For a single VLAN, you can include either the vlan-id statement or the vlan-tags statement, but not both. To include one or more logical interfaces in the VLAN, specify the interface-name for each Ethernet interface to include that you configured at the [edit interfaces] hierarchy level.
To associate a Layer 3 interface with a VLAN, include the l3-interface interface-name statement and specify an interface-name you configured at the [edit interfaces irb] hierarchy level. In multihomed VPLS configurations, you can configure VPLS to keep a VPLS connection up if only an IRB interface is available by configuring the irb option for the connectivity-type statement at the [edit routing-instances routing-instance-name protocols vpls] hierarchy level.
The connectivity-type statement has the ce and irb options. Integrated routing and bridging IRB interfaces allow a switch to recognize packets that are being sent to local addresses so that they are bridged switched whenever possible and are routed only when necessary. Jumbo frames of up to bytes are supported on an IRB interface. Setting or deleting the jumbo MTU size on the IRB interface the interface named irb while the switch is transmitting packets might result in dropped packets.
Layer 3 interfaces on trunk ports allow the interface to transfer traffic between multiple Layer 2 VLANs. VLANs limit broadcasts to specified users. PVLANs are useful for restricting the flow of broadcast and unknown unicast traffic and for limiting the communication between known hosts. Starting with Junos OS Each host device that you want to connect at Layer 3 must use the IP address of the IRB as its default gateway address.
The topology is shown in Figure 3. One VLAN, called blue , is for the sales and marketing group, and a second, called red , is for the customer support team. The sales and support groups each have their own file servers and wireless access points. Table 4 lists the components of the sample topology. The switch bridges traffic within the VLANs. To keep the example simple, the configuration steps show only a few interfaces and VLANs.
Use the same configuration procedure to add more interfaces and VLANs. By default, all interfaces are in access mode, so you do not have to configure the port mode. To quickly configure Layer 2 switching for the two VLANs blue and red and to quickly configure Layer 3 routing of traffic between the two VLANs, copy the following commands and paste them into the switch terminal window:.
When you use ELS, you create a Layer 3 virtual interface named irb. Create the interface named irb with a logical unit in the sales broadcast domain blue VLAN :. Add a logical unit in the support broadcast domain red VLAN to the irb interface:.
To quickly configure the blue and red VLAN interfaces, issue the load merge terminal command, copy the hierarchy, and paste it into the switch terminal window. To verify that the blue and red VLANs have been created and are operating properly, perform these tasks:. This command output shows that the blue and red VLANs have been created. At least one port access or trunk with an appropriate VLAN assigned to it must be up for the irb interface to be up. The output of the show interfaces and show route commands show that the Layer 3 IRB logical units are working and the switch has used them to create direct routes that it will use to forward traffic between the VLAN subnets.
The show arp command displays the mappings between the IP addresses and MAC addresses for devices on both irb. These two devices can communicate. In this example, you configure the IRB logical interface unit 0 with the family type inet and IP address Then you enable Web authentication on the IRB interface and activate the webserver on the device.
To complete the Web authentication configuration, you must perform the following tasks:. Either a local database or an external authentication server can be used as the Web authentication server. To quickly configure this example, copy the following commands, paste them into a text file, remove any line breaks, change any details necessary to match your network configuration, copy and paste the commands into the CLI at the [edit] hierarchy level, and then enter commit from configuration mode.
The following example requires you to navigate various levels in the configuration hierarchy. To verify the configuration is working properly, enter the show interface irb , and show vlans commands.
To quickly configure this section of the example, copy the following commands, paste them into a text file, remove any line breaks, change any details necessary to match your network configuration, copy and paste the commands into the CLI at the [edit] hierarchy level, and then enter commit from configuration mode.
From configuration mode, confirm your configuration by entering the show vlans and show interfaces commands. If the output does not display the intended configuration, repeat the configuration instructions in this example to correct the configuration. From operational mode, enter the show vlans command to view the VLAN interface. From operational mode, enter the show ethernet-switching interface command to view the information about Ethernet switching interfaces.
With an IRB interface, you can configure label-switched paths LSPs to enable the switch to recognize which packets are being sent to local addresses, so that they are bridged switched whenever possible and are routed only when necessary.
An understanding of IRB concepts. The required ternary content addressable memory TCAM space available on the switch. An IRB Layer 3 interface irb. PE2 receives this vlan-tagged MPLS packet, removes pops the label from the top of the label stack, performs a regular IP route lookup, and then forwards the packet with its IP header to the next-hop address.
To quickly configure the local ingress PE switch PE1 , copy and paste the following commands into the switch terminal window of switch PE We recommend that you explicitly configure the router identifier under the [edit routing-options] hierarchy level to prevent unpredictable behavior if the interface address on a loopback interface changes.
Configure and apply an export routing policy to the forwarding table for per-packet load balancing. To quickly configure the provider switch P , copy and paste the following commands into the switch terminal window of the P switch:.
We recommend that you explicitly configure the router identifier under the [edit routing-options] hierarchy level to avoid unpredictable behavior if the interface address on a loopback interface changes.
To quickly configure the remote egress PE switch PE2 , copy and paste the following commands into the switch terminal window of PE This example shows how to configure a large delay buffer on an IRB interface to help slower interfaces avoid congestion and packet dropping when they receive large bursts of traffic. Before you begin, enable the large buffer feature on the IRB interface and then configure a buffer size for each queue in the CoS scheduler.
See Scheduler Buffer Size Overview. In this example, you configure scheduler map to associate schedulers to a defined forwarding class be-class , ef-class , af-class , and nc-class using scheduler map large-buf-sched-map. You apply scheduler maps to irb interface, and define per-unit scheduler for the IRB interface. To quickly configure this example, copy the following commands, paste them into a text file, remove any line breaks, change any details necessary to match your network configuration, copy and paste the commands into the CLI at the [edit] hierarchy level, and then enter commit from the configuration mode.
From configuration mode, confirm your configuration by entering the show class-of-service and show chassis commands. If the output does not display the intended configuration, repeat the configuration instructions in this example to correct it. If you are done configuring the device, enter commit from configuration mode.
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