2003 EMPLOYEE STOCK PARTICIPATION PLAN
ADOPTED BY THE BOARD OF DIRECTORS JULY 29, 2003
APPROVED BY STOCKHOLDERS OCTOBER 24, 2003
(a) The purpose of the Plan is to provide a means by which Employees of the Company and certain designated Related
Corporations may be given an opportunity to purchase shares of the Common Stock of the Company.
(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of
new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its
(c) The Company intends that the Purchase Rights be considered options issued under an Employee Stock Purchase Plan.
(a) “Board” means the Board of Directors of the Company.
(b) “Code” means the Internal Revenue Code of 1986, as amended .
(c) “Committee” means a committee appointed by the Board in accordance with Section 3(c) of the Plan.
(d) “Common Stock” means the common stock of the Company.
(e) “Company” means Dionex Corporation, a Delaware corporation.
(f) “Contributions” means the payroll deductions, and other additional payments specifically provided for in the Offering,
that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or
her account, if specifically provided for in the Offering, and then only if the Participant has not already had the maximum
permitted amount through payroll deductions withheld during the Offering.
(g) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one
or more of the following events:
(i) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company;
(ii) a sale or other disposition of at least