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
(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 Related Corporations.
(c) The Company intends that the Purchase Rights be considered options issued under an Employee Stock
(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
(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
(ii) a sale or other disposition of at least fifty percent (50%) of