INTERVAL OR (B) HAVE
SUCH FUNDS HELD FOR THE PURCHASE OF SHARES ON HIS OR HER BEHALF ON THE NEXT
SCHEDULED PURCHASE DATE.
IN NO EVENT, HOWEVER, SHALL ANY FURTHER PAYROLL
DEDUCTIONS BE COLLECTED ON THE PARTICIPANT'S BEHALF DURING SUCH LEAVE.
UPON THE
PARTICIPANT'S RETURN TO ACTIVE
5
SERVICE (X) WITHIN NINETY (90) DAYS FOLLOWING THE COMMENCEMENT OF SUCH LEAVE OR
(Y) PRIOR TO THE EXPIRATION OF ANY LONGER PERIOD FOR WHICH SUCH PARTICIPANT'S
RIGHT TO REEMPLOYMENT WITH THE CORPORATION IS GUARANTEED BY STATUTE OR CONTRACT,
HIS OR HER PAYROLL DEDUCTIONS UNDER THE PLAN SHALL AUTOMATICALLY RESUME AT THE
RATE IN EFFECT AT THE TIME THE LEAVE BEGAN, UNLESS THE PARTICIPANT WITHDRAWS
FROM THE PLAN PRIOR TO HIS OR HER RETURN.
AN INDIVIDUAL WHO RETURNS TO ACTIVE
EMPLOYMENT FOLLOWING A LEAVE OF ABSENCE WHICH EXCEEDS IN DURATION THE APPLICABLE
(X) OR (Y) TIME PERIOD WILL BE TREATED AS A NEW EMPLOYEE FOR PURPOSES OF
SUBSEQUENT PARTICIPATION IN THE PLAN AND MUST ACCORDINGLY RE-ENROLL IN THE PLAN
(BY MAKING A TIMELY FILING OF THE PRESCRIBED ENROLLMENT FORMS) ON OR BEFORE HIS
OR HER SCHEDULED ENTRY DATE INTO THE OFFERING PERIOD.
H.
CHANGE IN CONTROL.
EACH OUTSTANDING PURCHASE RIGHT SHALL
AUTOMATICALLY BE EXERCISED, IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF ANY
CHANGE IN CONTROL, BY APPLYING THE PAYROLL DEDUCTIONS OF EACH PARTICIPANT FOR
THE PURCHASE INTERVAL IN WHICH SUCH CHANGE IN CONTROL OCCURS TO THE PURCHASE OF
WHOLE SHARES OF COMMON STOCK AT A PURCHASE PRICE PER SHARE EQUAL TO EIGHTY-FIVE
PERCENT (85%) OF THE LOWER OF (I) THE FAIR MARKET VALUE PER SHARE OF COMMON
STOCK ON THE PARTICIPANT'S ENTRY DATE INTO THE OFFERING PERIOD IN WHICH SUCH
CHANGE IN CONTROL OCCURS OR (II) THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE IN CONTROL.
HOWEVER, THE
APPLICABLE LIMITATION ON THE NUMBER OF SHARES OF COMMON STOCK PURCHASABLE PER
PARTICIPANT SHALL CONTINUE TO APPLY TO ANY SUCH PURCHASE, BUT NOT THE LIMITATION
APPLICABLE TO THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK PURCHASABLE IN TOTAL
BY ALL PARTICIPANTS.
The Corporation shall use reasonable efforts to provide at least ten (10)-days
prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.
I.
PRORATION OF PURCHASE RIGHTS.
SHOULD THE TOTAL NUMBER OF SHARES
OF COMMON STOCK TO BE PURCHASED PURSUANT TO OUTSTANDING PURCHASE RIGHTS ON ANY
PARTICULAR DATE EXCEED THE NUMBER OF SHARES THEN AVAILABLE FOR ISSUANCE UNDER
THE PLAN, THE PLAN ADMINISTRATOR SHALL MAKE A PRO-RATA ALLOCATION OF THE
AVAILABLE SHARES ON A UNIFORM AND NONDISCRIMINATORY BASIS, AND THE PAYROLL
DEDUCTIONS OF EACH PARTICIPANT, TO THE EXTENT IN EXCESS OF THE AGGREGATE
PURCHASE PRICE PAYABLE FOR THE COMMON STOCK PRO-RATED TO SUCH INDIVIDUAL, SHALL
BE REFUNDED.
J.
ESPP ACCOUNTS.
THE PLAN ADMINISTRATOR SHALL HAVE THE
DISCRETIONARY AUTHORITY TO REQUIRE EACH PARTICIPANT WHO PURCHASES