SHARES OF
COMMON STOCK UNDER THIS PLAN TO MAINTAIN THOSE SHARES IN A BROKERAGE ACCOUNT
ESTABLISHED ON HIS OR HER BEHALF AT A CORPORATION-DESIGNATED BROKERAGE FIRM
UNTIL THE EARLIER OF (I) THE DATE THE PARTICIPANT SELLS OR OTHERWISE TRANSFERS
OWNERSHIP OF THOSE SHARES OR (II) THE DISQUALIFYING DISPOSITION PERIOD FOR THOSE
SHARES UNDER THE FEDERAL TAX LAWS (TWO YEARS AFTER THE START DATE OF THE
OFFERING PERIOD IN WHICH THE SHARES ARE PURCHASED AND ONE YEAR AFTER THE ACTUAL
PURCHASE DATE) HAS ELAPSED.
ACCORDINGLY, SUCH REQUIREMENT, IF IMPOSED, SHALL
NOT IN ANY WAY LIMIT THE ABILITY OF THE PARTICIPANT TO SELL OR OTHERWISE
TRANSFER OWNERSHIP OF THE PURCHASED SHARES AT ANY TIME.
6
K.
ASSIGNABILITY.
THE PURCHASE RIGHT SHALL BE EXERCISABLE ONLY BY
THE PARTICIPANT AND SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY THE PARTICIPANT.
L.
STOCKHOLDER RIGHTS.
A PARTICIPANT SHALL HAVE NO STOCKHOLDER
RIGHTS WITH RESPECT TO THE SHARES SUBJECT TO HIS OR HER OUTSTANDING PURCHASE
RIGHT UNTIL THE SHARES ARE PURCHASED ON THE PARTICIPANT'S BEHALF IN ACCORDANCE
WITH THE PROVISIONS OF THE PLAN AND THE PARTICIPANT HAS BECOME A HOLDER OF
RECORD OF THE PURCHASED SHARES.
VIII.
ACCRUAL LIMITATIONS
A.
NO PARTICIPANT SHALL BE ENTITLED TO ACCRUE RIGHTS TO ACQUIRE
COMMON STOCK PURSUANT TO ANY PURCHASE RIGHT OUTSTANDING UNDER THIS PLAN IF AND
TO THE EXTENT SUCH ACCRUAL, WHEN AGGREGATED WITH (I) RIGHTS TO PURCHASE COMMON
STOCK ACCRUED UNDER ANY OTHER PURCHASE RIGHT GRANTED UNDER THIS PLAN AND (II)
SIMILAR RIGHTS ACCRUED UNDER OTHER EMPLOYEE STOCK PURCHASE PLANS (WITHIN THE
MEANING OF CODE SECTION 423) OF THE CORPORATION OR ANY CORPORATE AFFILIATE,
WOULD OTHERWISE PERMIT SUCH PARTICIPANT TO PURCHASE MORE THAN TWENTY-FIVE
THOUSAND DOLLARS ($25,000.00) WORTH OF STOCK OF THE CORPORATION OR ANY CORPORATE
AFFILIATE (DETERMINED ON THE BASIS OF THE FAIR MARKET VALUE PER SHARE ON THE
DATE OR DATES SUCH RIGHTS ARE GRANTED) FOR EACH CALENDAR YEAR SUCH RIGHTS ARE AT
ANY TIME OUTSTANDING.
B.
FOR PURPOSES OF APPLYING SUCH ACCRUAL LIMITATIONS TO THE PURCHASE
RIGHTS GRANTED UNDER THE PLAN, THE FOLLOWING PROVISIONS SHALL BE IN EFFECT:
(I)
THE RIGHT TO ACQUIRE COMMON STOCK UNDER EACH OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE IN A SERIES OF INSTALLMENTS ON EACH SUCCESSIVE PURCHASE DATE
DURING THE OFFERING PERIOD ON WHICH SUCH RIGHT REMAINS OUTSTANDING.
(II)
NO RIGHT TO ACQUIRE COMMON STOCK UNDER ANY OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE TO THE EXTENT THE PARTICIPANT HAS ALREADY ACCRUED IN THE SAME
CALENDAR YEAR THE RIGHT TO ACQUIRE COMMON STOCK UNDER ONE OR MORE OTHER PURCHASE
RIGHTS AT A RATE EQUAL TO TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) WORTH OF
COMMON STOCK (DETERMINED ON THE BASIS OF THE FAIR MARKET VALUE PER SHARE ON THE
DATE OR DATES OF GRANT) FOR EACH CALENDAR YEAR SUCH RIGHTS WERE AT ANY TIME
OUTSTANDING.
C.
IF BY REASON OF SUCH ACCRUAL LIMITATIONS, ANY PURCHASE RIGHT OF A
PARTICIPANT DOES NOT ACCRUE FOR A PARTICULAR PURCHASE INTERVAL, THEN THE PAYROLL
DEDUCTIONS WHICH THE PARTICIPANT MADE DURING THAT PURCHASE INTERVAL WITH RESPECT
TO SUCH PURCHASE RIGHT SHALL BE