OR AT
THE TIME SOME OR ALL OF THE COMPANY'S COMMON STOCK ISSUED UNDER THE PLAN IS
DISPOSED OF, THE PARTICIPANT MUST MAKE ADEQUATE PROVISION FOR AMOUNTS NOT IN
EXCESS OF THE MINIMUM STATUTORY FEDERAL, STATE, OR OTHER TAX WITHHOLDING
OBLIGATIONS, IF ANY, WHICH ARISE UPON THE EXERCISE OF THE OPTION OR THE
DISPOSITION OF THE COMMON STOCK.
AT ANY TIME, THE COMPANY MAY, BUT SHALL NOT BE
OBLIGATED TO, WITHHOLD FROM THE PARTICIPANT'S COMPENSATION AMOUNTS NOT IN EXCESS
OF THE APPLICABLE MINIMUM STATUTORY WITHHOLDING OBLIGATIONS, INCLUDING ANY
WITHHOLDING REQUIRED TO MAKE AVAILABLE TO THE COMPANY ANY TAX DEDUCTIONS OR
BENEFITS ATTRIBUTABLE TO SALE OR EARLY DISPOSITION OF COMMON STOCK BY THE
EMPLOYEE.
IF THE COMPANY ALLOWS THE PARTICIPANT TO SETTLE SUCH TAX WITHHOLDING
OBLIGATIONS BY REMITTING TO THE COMPANY SHARES OF COMMON STOCK ISSUED UPON
EXERCISE, THEN THE PARTICIPANT MAY NOT ELECT TO WITHHOLD AMOUNTS IN EXCESS OF
THE APPLICABLE MINIMUM STATUTORY FEDERAL, STATE, OR OTHER TAX OBLIGATIONS
WITHHELD AT THE TIME OF EXERCISE OR DISPOSAL.
7.
GRANT OF OPTION.
ON THE ENROLLMENT DATE OF EACH OFFERING PERIOD,
EACH ELIGIBLE EMPLOYEE PARTICIPATING IN SUCH OFFERING PERIOD SHALL BE GRANTED AN
OPTION TO PURCHASE ON EACH EXERCISE DATE DURING SUCH OFFERING PERIOD (AT THE
APPLICABLE PURCHASE PRICE) UP TO A NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK DETERMINED BY DIVIDING SUCH EMPLOYEE'S PAYROLL DEDUCTIONS ACCUMULATED
PRIOR TO SUCH EXERCISE DATE AND RETAINED IN THE PARTICIPANT'S ACCOUNT AS OF THE
EXERCISE DATE BY THE APPLICABLE PURCHASE PRICE; PROVIDED THAT IN NO EVENT SHALL
AN EMPLOYEE BE PERMITTED TO PURCHASE DURING EACH OFFERING PERIOD MORE THAN
20,000 SHARES OF THE COMPANY'S COMMON STOCK (SUBJECT TO ANY ADJUSTMENT PURSUANT
TO SECTION 19), AND PROVIDED FURTHER THAT SUCH PURCHASE SHALL BE SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTIONS 3(B) AND 12 HEREOF.
THE BOARD MAY, FOR FUTURE
OFFERING PERIODS, INCREASE OR DECREASE, IN ITS ABSOLUTE DISCRETION, THE MAXIMUM
NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AN EMPLOYEE MAY PURCHASE DURING
EACH OFFERING PERIOD.
EXERCISE OF THE OPTION SHALL OCCUR AS PROVIDED IN SECTION
8 HEREOF, UNLESS THE PARTICIPANT HAS WITHDRAWN PURSUANT TO SECTION 10 HEREOF.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 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 MONIES LEFT OVER IN A PARTICIPANT'S ACCOUNT AFTER
THE EXERCISE DATE SHALL BE RETURNED TO THE PARTICIPANT.
DURING