BOARD SHALL NOTIFY EACH PARTICIPANT IN WRITING, AT LEAST
TEN (10) BUSINESS DAYS PRIOR TO THE NEW EXERCISE DATE, THAT THE EXERCISE DATE
FOR THE PARTICIPANT'S OPTION HAS BEEN CHANGED TO THE NEW EXERCISE DATE AND THAT
THE PARTICIPANT'S OPTION SHALL BE EXERCISED AUTOMATICALLY ON THE NEW EXERCISE
DATE, UNLESS PRIOR TO SUCH DATE THE PARTICIPANT HAS WITHDRAWN FROM THE OFFERING
PERIOD AS PROVIDED IN SECTION 11 HEREOF.
21.
AMENDMENT OR TERMINATION.
(A)
THE BOARD OF DIRECTORS OF THE COMPANY MAY AT ANY TIME AND FOR ANY
REASON TERMINATE OR AMEND THE PLAN.
EXCEPT AS PROVIDED IN SECTION 20 HEREOF, NO
SUCH TERMINATION CAN AFFECT OPTIONS PREVIOUSLY GRANTED, PROVIDED THAT AN
OFFERING PERIOD MAY BE TERMINATED BY THE BOARD OF DIRECTORS ON ANY EXERCISE DATE
IF THE BOARD DETERMINES THAT THE TERMINATION OF THE OFFERING PERIOD OR THE PLAN
IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
EXCEPT AS
PROVIDED IN SECTION 20 HEREOF AND THIS SECTION 21, NO AMENDMENT MAY MAKE ANY
CHANGE IN ANY OPTION THERETOFORE GRANTED WHICH ADVERSELY AFFECTS THE RIGHTS OF
ANY PARTICIPANT.
TO THE EXTENT NECESSARY TO COMPLY WITH SECTION 423 OF THE CODE
(OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER APPLICABLE LAW, REGULATION OR
STOCK EXCHANGE RULE), THE COMPANY SHALL OBTAIN STOCKHOLDER APPROVAL IN SUCH A
MANNER AND TO SUCH A DEGREE AS REQUIRED.
(B)
WITHOUT STOCKHOLDER CONSENT AND WITHOUT REGARD TO WHETHER ANY
PARTICIPANT RIGHTS MAY BE CONSIDERED TO HAVE BEEN "ADVERSELY AFFECTED," THE
BOARD (OR ITS COMMITTEE) SHALL BE ENTITLED TO CHANGE THE OFFERING PERIODS, LIMIT
THE FREQUENCY AND/OR NUMBER OF CHANGES IN THE AMOUNT
8
WITHHELD DURING AN OFFERING PERIOD, ESTABLISH THE EXCHANGE RATIO APPLICABLE TO
AMOUNTS WITHHELD IN A CURRENCY OTHER THAN U.S. DOLLARS, PERMIT PAYROLL
WITHHOLDING IN EXCESS OF THE AMOUNT DESIGNATED BY A PARTICIPANT IN ORDER TO
ADJUST FOR DELAYS OR MISTAKES IN THE COMPANY'S PROCESSING OF PROPERLY COMPLETED
WITHHOLDING ELECTIONS, ESTABLISH REASONABLE WAITING AND ADJUSTMENT PERIODS
AND/OR ACCOUNTING AND CREDITING PROCEDURES TO ENSURE THAT AMOUNTS APPLIED TOWARD
THE PURCHASE OF COMMON STOCK FOR EACH PARTICIPANT PROPERLY CORRESPOND WITH
AMOUNTS WITHHELD FROM THE PARTICIPANT'S COMPENSATION, AND ESTABLISH SUCH OTHER
LIMITATIONS OR PROCEDURES AS THE BOARD (OR ITS COMMITTEE) DETERMINES IN ITS SOLE
DISCRETION ADVISABLE WHICH ARE CONSISTENT WITH THE PLAN.
(C)
IN THE EVENT THE BOARD DETERMINES THAT THE ONGOING OPERATION OF
THE PLAN MAY RESULT IN UNFAVORABLE FINANCIAL ACCOUNTING CONSEQUENCES, THE BOARD
MAY, IN ITS DISCRETION AND, TO THE EXTENT NECESSARY OR DESIRABLE, MODIFY OR
AMEND THE PLAN TO REDUCE OR ELIMINATE SUCH ACCOUNTING CONSEQUENCE INCLUDING, BUT
NOT LIMITED TO:
(I)
ALTERING THE PURCHASE PRICE FOR ANY OFFERING PERIOD INCLUDING AN
OFFERING PERIOD UNDERWAY AT THE TIME OF THE CHANGE IN PURCHASE PRICE;
(II)
SHORTENING ANY OFFERING PERIOD SO THAT OFFERING PERIOD ENDS ON A
NEW EXERCISE DATE, INCLUDING AN OFFERING PERIOD UNDERWAY AT THE TIME OF THE
BOARD ACTION; AND
(III)
CHANGING THE ALLOCATION OF SHARES.
Such modifications or amendments shall not require stockholder approval or the
consent of any