EMPLOYEE STOCKPURCHASE PLAN CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN

1.4.1.

The acquisition, after the Effective Date, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (ii) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (iii) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Common Stock and the Voting Securities in substantially the same

proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or

1.4.2.

The occurrence of, a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and the Voting Securities; or

1.4.3.

The occurrence of, (i) a complete liquidation or substantial dissolution of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a subsidiary, wholly-owned, directly or indirectly, by the Company; or

1.4.4.

During any period of twenty-four (24) consecutive months commencing upon the Effective Date, the individuals at the beginning of any such period who constitute the Board and any new director (other than a director designated by a person or entity who has entered into an agreement with the Company or other person or entity to effect a transaction described in Sections 1.4.1, 1.4.2 or 1.4.3 above) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of any such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.

2.2.1.

An Employee whose base compensation from the Company or any Subsidiary as of January 1 (or the Employee’s employment commencement date, if later) of the then current-year exceeds $100,000.

2.2.2.

An Employee who is employed by a Subsidiary that is not a Participating Subsidiary; and

2.2.3.

An Employee who is treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries (for purposes of this provision, the rules of section 424(d) of the Code shall apply in determining stock ownership of any Employee).

3.6.1.

the right to purchase stock under an option accrues when the option (or any portion thereof) first becomes exercisable during the calendar year;

3.6.2.

the right to purchase stock under an option accrues at the rate provided in the option, but in no case may such rate exceed $25,000 of fair market value of such stock (determined at the time such option is granted) for any one calendar year; and

3.6.3.

a right to purchase stock which has accrued under one option granted pursuant a plan may not be carried over to any other option.

6.2.1.

A Participant who elects to sell Non-Vested Shares must notify the Company in accordance with procedures established by the Committee and must sell all Non-Vested Shares allocated to his Account;

6.2.2.

All sales of Non-Vested Shares shall be executed by the Company on the first Offering Termination Date that occurs at least 10 Business Days after the date the Participant properly notifies the Company of his election to sell;

6.2.3.

The Company may (i) elect to purchase the Non-Vested Shares or (ii) arrange a sale of the Non-Vested Shares to a third party;

6.2.4.

The amount a Participant shall receive for the Non-Vested Shares he elects to sell shall be 85% of the official closing price of the Stock on the Exchange on the applicable Offering Termination Date; and

6.2.5.

The proceeds from the sale of Non-Vested Shares, as described in Section 6.2.4, shall be paid to the Participant as soon as

        

administratively practicable following the applicable Offering Termination Date.