APPLIED SIGNAL TECHNOLOGY, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
(As Amended January 25, 1997)
1. Purpose. The Applied Signal Technology, Inc. 1993 Employee Stock Purchase Plan (the "Plan") is established
to provide eligible employees of Applied Signal Technology, Inc., a California corporation, and any successor
corporation thereto (collectively, "Applied Signal"), and any current or future parent corporation or subsidiary
corporations of Applied Signal (collectively referred to as the "Company"), with an opportunity to acquire a
proprietary interest in the Company by the purchase of common stock of Applied Signal. Applied Signal and any
parent or subsidiary corporation shall be individually referred to as a "Participating Company." For purposes of
the Plan, a parent corporation and a subsidiary corporation shall be as defined in sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the "Code").
The Company intends that the Plan shall qualify as an "employee stock purchase plan" under section 423 of the
Code (including any amendments or replacements of such section), and the Plan shall be so construed. Any term
not expressly defined in the Plan but defined for purposes of section 423 of the Code shall have the same
An employee participating in the Plan (a "Participant") may withdraw such Participant's accumulated payroll
deductions (if any) and terminate participation in the Plan or any Offering (as defined below) therein at any time
during a Purchase Period (as defined below). Accordingly, each Participant is, in effect, granted an option
pursuant to the Plan (a "Purchase Right") which may or may not be exercised at the end of a Purchase Period.
2. Administration. The Plan shall be administered by the Board of Directors of Applied Signal (the "Board")
and/or by a duly appointed committee of the Board having such powers as shall be specified by the Board. Any
subsequent references to the Board shall also mean the