THE NEW OFFER PERIOD
WHICH HAS ITS FIRST PURCHASE PERIOD COMMENCING ON THAT DATE, PROVIDED THE
PARTICIPANT IS ELIGIBLE TO PARTICIPATE IN THE PLAN ON THAT DATE AND HAS NOT
ELECTED TO TERMINATE PARTICIPATION IN THE PLAN.
(E) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE ACQUISITION OF COMMON STOCK
THROUGH PARTICIPATION IN THE PLAN FOR ANY OFFER PERIOD SHALL NEITHER LIMIT NOR
REQUIRE THE ACQUISITION OF COMMON STOCK BY A PARTICIPANT IN ANY SUBSEQUENT OFFER
PERIOD.
5. PARTICIPATION.
(A) AN ELIGIBLE EMPLOYEE MAY BECOME A PARTICIPANT IN THE PLAN BY COMPLETING A
SUBSCRIPTION AGREEMENT (OR OTHER AGREEMENT SATISFACTORY TO THE PLAN
ADMINISTRATOR) AUTHORIZING PAYROLL DEDUCTIONS IN THE FORM OF EXHIBIT A TO THIS
PLAN AND FILING IT WITH THE DESIGNATED PAYROLL OFFICE OF THE COMPANY AT LEAST
TEN (10) BUSINESS DAYS PRIOR TO THE ENROLLMENT DATE FOR THE OFFER PERIOD IN
WHICH SUCH PARTICIPATION WILL COMMENCE, UNLESS A LATER TIME FOR FILING THE
SUBSCRIPTION AGREEMENT IS SET BY THE PLAN ADMINISTRATOR FOR ALL ELIGIBLE
EMPLOYEES WITH RESPECT TO A GIVEN OFFER PERIOD.
(B) PAYROLL DEDUCTIONS FOR A PARTICIPANT SHALL COMMENCE WITH THE FIRST PARTIAL
OR FULL PAYROLL PERIOD BEGINNING ON THE ENROLLMENT DATE AND SHALL END ON THE
LAST COMPLETE PAYROLL
PERIOD DURING THE OFFER PERIOD, UNLESS SOONER TERMINATED BY THE PARTICIPANT AS
PROVIDED IN SECTION 10.
6. PAYROLL DEDUCTIONS.
(A) AT THE TIME A PARTICIPANT FILES A SUBSCRIPTION AGREEMENT, THE PARTICIPANT
SHALL ELECT TO HAVE PAYROLL DEDUCTIONS MADE DURING THE OFFER PERIOD IN AMOUNTS
BETWEEN ONE PERCENT (1%) AND NOT EXCEEDING FIFTEEN PERCENT (15%) OF THE
COMPENSATION WHICH THE PARTICIPANT RECEIVES DURING THE OFFER PERIOD.
(B) ALL PAYROLL DEDUCTIONS MADE FOR A PARTICIPANT SHALL BE CREDITED TO THE
PARTICIPANT'S ACCOUNT UNDER THE PLAN AND WILL BE WITHHELD IN WHOLE PERCENTAGES
ONLY.
A PARTICIPANT MAY NOT MAKE ANY ADDITIONAL PAYMENTS INTO SUCH ACCOUNT.
(C) A PARTICIPANT MAY DISCONTINUE PARTICIPATION IN THE PLAN AS PROVIDED IN
SECTION 10, OR MAY INCREASE OR DECREASE THE RATE OF PAYROLL DEDUCTIONS FOR A
FUTURE OFFER PERIOD BY COMPLETING AND FILING WITH THE COMPANY A CHANGE OF STATUS
NOTICE IN THE FORM OF EXHIBIT B TO THIS PLAN AUTHORIZING AN INCREASE OR DECREASE
IN THE PAYROLL DEDUCTION RATE AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE
ENROLLMENT DATE FOR THE NEXT OFFER PERIOD, UNLESS A LATER TIME FOR FILING THE
NOTICE IS SET BY THE PLAN ADMINISTRATOR FOR ALL ELIGIBLE EMPLOYEES WITH RESPECT
TO A GIVEN OFFER PERIOD.
ANY INCREASE OR DECREASE IN THE RATE OF A
PARTICIPANT'S PAYROLL DEDUCTIONS SHALL BE EFFECTIVE WITH THE FIRST FULL PAYROLL
PERIOD COMMENCING DURING THE NEXT OFFER PERIOD.
A PARTICIPANT'S SUBSCRIPTION
AGREEMENT (AS MODIFIED BY ANY CHANGE OF STATUS NOTICE) SHALL REMAIN IN EFFECT
FOR SUCCESSIVE OFFER PERIODS UNLESS TERMINATED AS PROVIDED IN SECTION 10.
THE
PLAN ADMINISTRATOR SHALL BE AUTHORIZED TO LIMIT THE NUMBER OF PAYROLL DEDUCTION
RATE CHANGES DURING ANY OFFER PERIOD.
(D) NOTWITHSTANDING THE FOREGOING, TO THE EXTENT NECESSARY TO COMPLY WITH
SECTION 423(B)(8) OF THE CODE AND SECTION 3(B) HEREIN, A PARTICIPANT'S PAYROLL