WITHDRAWN PURSUANT TO SECTION 10 HEREOF.
THE OPTION SHALL EXPIRE ON THE LAST
DAY OF THE OFFERING PERIOD.
8.
EXERCISE OF OPTION.
(A)
UNLESS A PARTICIPANT WITHDRAWS FROM THE PLAN AS PROVIDED IN
SECTION 10 HEREOF, HIS OR HER OPTION FOR THE PURCHASE OF SHARES SHALL BE
EXERCISED AUTOMATICALLY ON THE EXERCISE DATE, AND THE MAXIMUM NUMBER OF FULL
SHARES SUBJECT TO OPTION SHALL BE PURCHASED FOR SUCH
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PARTICIPANT AT THE APPLICABLE PURCHASE PRICE WITH THE ACCUMULATED PAYROLL
DEDUCTIONS IN HIS OR HER ACCOUNT.
NO FRACTIONAL SHARES SHALL BE PURCHASED; ANY
PAYROLL DEDUCTIONS ACCUMULATED IN A PARTICIPANT'S ACCOUNT WHICH ARE NOT
SUFFICIENT TO PURCHASE A FULL SHARE SHALL BE RETAINED IN THE PARTICIPANT'S
ACCOUNT FOR THE SUBSEQUENT OFFERING PERIOD, SUBJECT TO EARLIER WITHDRAWAL BY THE
PARTICIPANT AS PROVIDED IN SECTION 10 HEREOF.
ANY OTHER FUNDS LEFT OVER IN A
PARTICIPANT'S ACCOUNT AFTER THE EXERCISE DATE SHALL BE RETURNED TO THE
PARTICIPANT.
DURING A PARTICIPANT'S LIFETIME, A PARTICIPANT'S OPTION TO
PURCHASE SHARES HEREUNDER IS EXERCISABLE ONLY BY HIM OR HER.
(B)
IF THE ADMINISTRATOR DETERMINES THAT, ON A GIVEN EXERCISE DATE,
THE NUMBER OF SHARES WITH RESPECT TO WHICH OPTIONS ARE TO BE EXERCISED MAY
EXCEED (I) THE NUMBER OF SHARES OF COMMON STOCK THAT WERE AVAILABLE FOR SALE
UNDER THE PLAN ON THE OFFERING DATE OF THE APPLICABLE OFFERING PERIOD, OR
(II) THE NUMBER OF SHARES AVAILABLE FOR SALE UNDER THE PLAN ON SUCH EXERCISE
DATE, THE ADMINISTRATOR MAY IN ITS SOLE DISCRETION PROVIDE THAT THE COMPANY
SHALL MAKE A PRO RATA ALLOCATION OF THE SHARES OF COMMON STOCK AVAILABLE FOR
PURCHASE ON SUCH EXERCISE DATE IN AS UNIFORM A MANNER AS SHALL BE PRACTICABLE
AND AS IT SHALL DETERMINE IN ITS SOLE DISCRETION TO BE EQUITABLE AMONG ALL
PARTICIPANTS EXERCISING OPTIONS TO PURCHASE COMMON STOCK ON SUCH EXERCISE DATE.
THE COMPANY MAY MAKE A PRO RATA ALLOCATION OF THE SHARES AVAILABLE ON THE
OFFERING DATE OF ANY APPLICABLE OFFERING PERIOD PURSUANT TO THE PRECEDING
SENTENCE, NOTWITHSTANDING ANY AUTHORIZATION OF ADDITIONAL SHARES FOR ISSUANCE
UNDER THE PLAN BY THE COMPANY'S STOCKHOLDERS SUBSEQUENT TO SUCH OFFERING DATE.
9.
DELIVERY.
AS SOON AS REASONABLY PRACTICABLE AFTER EACH EXERCISE
DATE ON WHICH A PURCHASE OF SHARES OCCURS, THE COMPANY SHALL ARRANGE THE
DELIVERY TO EACH PARTICIPANT THE SHARES PURCHASED UPON EXERCISE OF HIS OR HER
OPTION IN A FORM DETERMINED BY THE ADMINISTRATOR.
10.
WITHDRAWAL.
(A)
A PARTICIPANT MAY WITHDRAW ALL BUT NOT LESS THAN ALL THE PAYROLL
DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT AND NOT YET USED TO EXERCISE HIS OR
HER OPTION UNDER THE PLAN AT ANY TIME BY GIVING WRITTEN NOTICE TO THE COMPANY IN
THE FORM DETERMINED BY THE ADMINISTRATOR (WHICH MAY BE SIMILAR TO THE FORM
ATTACHED AS EXHIBIT B TO THIS PLAN).
ALL OF THE PARTICIPANT'S PAYROLL
DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT SHALL BE PAID TO SUCH PARTICIPANT
PROMPTLY AFTER RECEIPT OF NOTICE OF WITHDRAWAL AND SUCH PARTICIPANT'S OPTION FOR
THE OFFERING PERIOD SHALL BE AUTOMATICALLY TERMINATED, AND NO FURTHER PAYROLL
DEDUCTIONS