SHARES OF COMMON STOCK OF THE
COMPANY IN ACCORDANCE WITH SECTION (E) BELOW.
A PARTICIPANT MAY NOT RESUME
MAKING PAYROLL DEDUCTIONS DURING THE OFFERING PERIOD IN WHICH HE OR SHE REDUCED
HIS OR HER PAYROLL DEDUCTIONS TO ZERO.
D)
ALL PAYROLL DEDUCTIONS MADE FOR A PARTICIPANT ARE CREDITED TO HIS OR HER
ACCOUNT UNDER THIS PLAN AND ARE DEPOSITED WITH THE GENERAL FUNDS OF THE
COMPANY.
NO INTEREST ACCRUES ON THE PAYROLL DEDUCTIONS.
ALL PAYROLL DEDUCTIONS
RECEIVED OR HELD BY THE COMPANY MAY BE USED BY THE COMPANY FOR ANY CORPORATE
PURPOSE, AND THE COMPANY SHALL NOT BE OBLIGATED TO SEGREGATE SUCH PAYROLL
DEDUCTIONS.
E)
ON EACH PURCHASE DATE, FOR SO LONG AS THIS PLAN REMAINS IN EFFECT AND
PROVIDED THAT THE PARTICIPANT HAS NOT SUBMITTED A SIGNED AND COMPLETED
WITHDRAWAL FORM BEFORE THAT DATE, WHICH NOTIFIES THE COMPANY THAT THE
PARTICIPANT WISHES TO WITHDRAW FROM THAT OFFERING PERIOD UNDER THIS PLAN AND
HAVE ALL PAYROLL DEDUCTIONS ACCUMULATED IN THE ACCOUNT MAINTAINED ON BEHALF OF
THE PARTICIPANT, AS OF THAT DATE RETURNED TO THE PARTICIPANT, THE COMPANY SHALL
APPLY THE FUNDS THEN IN THE PARTICIPANT'S ACCOUNT TO THE PURCHASE OF WHOLE
SHARES OF COMMON STOCK RESERVED UNDER THE OPTION GRANTED TO SUCH PARTICIPANT
WITH RESPECT TO THE OFFERING PERIOD TO THE EXTENT THAT SUCH OPTION IS
EXERCISABLE ON THE PURCHASE DATE.
THE PURCHASE PRICE PER SHARE SHALL BE AS
SPECIFIED IN SECTION 9 OF THIS PLAN.
ANY CASH REMAINING IN A PARTICIPANT'S
ACCOUNT AFTER SUCH PURCHASE OF SHARES SHALL BE REFUNDED TO SUCH PARTICIPANT IN
CASH, WITHOUT INTEREST, PROVIDED, HOWEVER, THAT ANY AMOUNT REMAINING IN SUCH
PARTICIPANT'S ACCOUNT ON A PURCHASE DATE WHICH IS LESS THAN THE AMOUNT NECESSARY
TO PURCHASE A FULL SHARE OF COMMON STOCK SHALL BE CARRIED FORWARD, WITHOUT
INTEREST, INTO THE NEXT PURCHASE PERIOD OR OFFERING PERIOD, AS THE CASE MAY BE.
IN THE EVENT THAT THIS PLAN HAS BEEN OVERSUBSCRIBED, ALL FUNDS NOT USED TO
PURCHASE SHARES ON THE PURCHASE DATE SHALL BE RETURNED TO THE PARTICIPANT,
WITHOUT INTEREST.
NO COMMON STOCK SHALL BE PURCHASED ON A PURCHASE DATE ON
BEHALF OF ANY EMPLOYEE WHOSE PARTICIPATION IN THIS PLAN HAS TERMINATED PRIOR TO
SUCH PURCHASE DATE.
F)
AS SOON AS PRACTICABLE AFTER THE PURCHASE DATE, THE COMPANY SHALL ISSUE
SHARES FOR THE
4
PARTICIPANT'S BENEFIT REPRESENTING THE SHARES PURCHASED UPON EXERCISE OF HIS OR
HER OPTION.
G)
DURING A PARTICIPANT'S LIFETIME, HIS OR HER OPTION TO PURCHASE
SHARES HEREUNDER IS EXERCISABLE ONLY BY HIM OR HER.
THE PARTICIPANT SHALL HAVE
NO INTEREST OR VOTING RIGHTS IN SHARES COVERED BY HIS OR HER OPTION UNTIL SUCH
OPTION HAS BEEN EXERCISED.
11.
LIMITATIONS ON SHARES TO BE PURCHASED.
A)
NO PARTICIPANT SHALL BE ENTITLED TO PURCHASE STOCK UNDER THIS
PLAN AT A RATE WHICH, WHEN AGGREGATED WITH HIS OR HER RIGHTS TO PURCHASE STOCK
UNDER ALL OTHER EMPLOYEE STOCK PURCHASE PLANS OF THE COMPANY OR ANY SUBSIDIARY,
EXCEEDS $25,000 IN FAIR MARKET VALUE, DETERMINED AS OF THE OFFERING DATE (OR
SUCH OTHER LIMIT AS MAY BE