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 SHAREHOLDER APPROVAL IN SUCH A
MANNER AND TO SUCH A DEGREE AS REQUIRED.
(B)
WITHOUT SHAREHOLDER CONSENT AND WITHOUT
REGARD TO WHETHER ANY PARTICIPANT RIGHTS MAY BE CONSIDERED TO HAVE BEEN
"ADVERSELY AFFECTED," THE ADMINISTRATOR SHALL BE ENTITLED TO CHANGE THE OFFERING
PERIODS, LIMIT THE FREQUENCY AND/OR NUMBER OF CHANGES IN THE AMOUNT 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 ADMINISTRATOR DETERMINES IN ITS SOLE DISCRETION ADVISABLE
WHICH ARE CONSISTENT WITH THE PLAN.
(C)
IN THE EVENT THE ADMINISTRATOR 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:
9
(I)
INCREASING 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)
ALLOCATING SHARES.
Such modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.
21.
NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS
BY A PARTICIPANT TO THE COMPANY UNDER OR IN CONNECTION WITH THE PLAN SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED IN THE FORM AND MANNER SPECIFIED BY
THE COMPANY AT THE LOCATION, OR BY THE PERSON, DESIGNATED BY THE COMPANY FOR THE
RECEIPT THEREOF.
22.
CONDITIONS UPON ISSUANCE OF SHARES. SHARES
SHALL NOT BE ISSUED WITH RESPECT TO AN OPTION UNLESS THE EXERCISE OF SUCH OPTION
AND THE ISSUANCE AND DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL COMPLY WITH
ALL APPLICABLE PROVISIONS OF LAW, DOMESTIC OR FOREIGN, INCLUDING, WITHOUT
LIMITATION, THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND THE
REQUIREMENTS OF ANY STOCK EXCHANGE UPON WHICH THE SHARES MAY THEN BE LISTED, AND
SHALL BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY WITH RESPECT
TO SUCH COMPLIANCE.
AS A CONDITION TO THE EXERCISE OF AN OPTION, THE COMPANY MAY REQUIRE THE PERSON
EXERCISING SUCH