OR MORE
OFFER PERIODS MAY BE TERMINATED BY THE ADMINISTRATOR ON ANY EXERCISE DATE OR BY
THE ADMINISTRATOR ESTABLISHING A NEW EXERCISE DATE WITH RESPECT TO ANY OFFER
PERIOD AND/OR ANY PURCHASE PERIOD THEN IN PROGRESS IF THE ADMINISTRATOR
DETERMINES THAT THE TERMINATION OF THE PLAN OR SUCH ONE OR MORE OFFER PERIODS IS
IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
EXCEPT AS PROVIDED
IN SECTION 18 AND THIS SECTION 19, NO AMENDMENT MAY MAKE ANY CHANGE IN ANY
OPTION THERETOFORE GRANTED WHICH ADVERSELY AFFECTS THE RIGHTS OF ANY PARTICIPANT
WITHOUT THE CONSENT OF AFFECTED PARTICIPANTS.
TO THE EXTENT NECESSARY TO COMPLY
WITH SECTION 423 OF THE CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER
APPLICABLE LAW), 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
ADMINISTRATOR SHALL BE ENTITLED TO LIMIT THE FREQUENCY AND/OR NUMBER OF CHANGES
IN THE AMOUNT WITHHELD DURING OFFER PERIODS, CHANGE THE AMOUNT OF SHARES OF
COMMON STOCK AVAILABLE FOR PURCHASE DURING AN OFFER PERIOD OR A PURCHASE PERIOD,
CHANGE THE LENGTH OF PURCHASE PERIODS WITHIN ANY OFFER PERIOD, DETERMINE THE
LENGTH OF ANY FUTURE OFFER PERIOD, DETERMINE WHETHER FUTURE OFFER PERIODS SHALL
BE CONSECUTIVE OR OVERLAPPING, ESTABLISH THE EXCHANGE RATIO APPLICABLE TO
AMOUNTS WITHHELD IN A CURRENCY OTHER THAN U.S. DOLLARS, ESTABLISH ADDITIONAL
TERMS,
11
CONDITIONS, RULES OR PROCEDURES TO ACCOMMODATE THE RULES OR LAWS OF APPLICABLE
FOREIGN JURISDICTIONS, 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 AND 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:
(1)
ALTERING THE PURCHASE PRICE FOR ANY OFFER PERIOD INCLUDING AN
OFFER PERIOD UNDERWAY AT THE TIME OF THE CHANGE IN PURCHASE PRICE;
(2)
SHORTENING ANY OFFER PERIOD SO THAT OFFER PERIOD ENDS ON A NEW
EXERCISE DATE, INCLUDING AN OFFER PERIOD UNDERWAY AT THE TIME OF THE BOARD
ACTION; AND
(3)
ALLOCATING SHARES.
Such modifications or amendments shall not require stockholder approval or the
consent of any Participants.
20.
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 SPECIFIED