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MI » Topics » PROPOSAL 2. 2009 EMPLOYEE STOCK PURCHASE PLAN

This excerpt taken from the MI DEF 14A filed Mar 13, 2009.

PROPOSAL 2. 2009 EMPLOYEE STOCK PURCHASE PLAN

The Company is seeking shareholder approval of the 2009 Employee Stock Purchase Plan (the “ESPP”). The Board of Directors approved the ESPP on February 19, 2009, subject to approval by the Company’s shareholders. The ESPP will become effective only when and if approved by the Company’s shareholders.

The ESPP is designed to replace the Company’s Amended and Restated 2000 Employee Stock Purchase Plan (the “2000 Plan”). The Company projects that the 2000 Plan may have insufficient shares available to fulfill employee purchases as of the quarter ending March 31, 2009 because of the recent decline in the price of the Common Stock. Therefore, the Company anticipates using shares from the ESPP to fund purchases for the quarter ending June 30, 2009, subject to the approval of the ESPP by the Company’s shareholders. Executive officers of the Company, including the named executive officers, are not eligible to participate in the ESPP.

The complete text of the ESPP is set forth in Appendix B to this Proxy Statement. The following summary of the material features of the ESPP does not purport to be complete and is qualified in its entirety by reference to Appendix B.

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