TERMS (AND SUBJECT TO ANY ADJUSTMENT PURSUANT TO SECTION 19).
IF THE
OFFERING PERIODS ARE TERMINATED PRIOR TO EXPIRATION, ALL AMOUNTS THEN CREDITED
TO PARTICIPANTS' ACCOUNTS THAT HAVE NOT BEEN USED TO PURCHASE SHARES OF COMMON
STOCK WILL BE RETURNED TO THE PARTICIPANTS (WITHOUT INTEREST THEREON, EXCEPT AS
OTHERWISE REQUIRED UNDER LOCAL LAWS, AS FURTHER SET FORTH IN SECTION 12 HEREOF)
AS SOON AS ADMINISTRATIVELY PRACTICABLE.
(B)
WITHOUT STOCKHOLDER CONSENT AND WITHOUT LIMITING SECTION 20(A),
THE ADMINISTRATOR WILL 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
11
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 THAT 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 ADMINISTRATOR MAY, IN ITS DISCRETION AND, TO THE EXTENT
NECESSARY OR DESIRABLE, MODIFY, AMEND OR TERMINATE THE PLAN TO REDUCE OR
ELIMINATE SUCH ACCOUNTING CONSEQUENCE INCLUDING, BUT NOT LIMITED TO:
(I)
AMENDING THE PLAN TO CONFORM WITH THE SAFE HARBOR DEFINITION UNDER
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS 123(R), INCLUDING WITH RESPECT TO AN
OFFERING PERIOD UNDERWAY AT THE TIME;
(II)
ALTERING THE PURCHASE PRICE FOR ANY OFFERING PERIOD INCLUDING AN OFFERING
PERIOD UNDERWAY AT THE TIME OF THE CHANGE IN PURCHASE PRICE;
(III)
SHORTENING ANY OFFERING PERIOD BY SETTING A NEW EXERCISE DATE, INCLUDING
AN OFFERING PERIOD UNDERWAY AT THE TIME OF THE ADMINISTRATOR ACTION;
(IV)
REDUCING THE MAXIMUM PERCENTAGE OF COMPENSATION A PARTICIPANT MAY ELECT TO
SET ASIDE AS PAYROLL DEDUCTIONS; AND
(V)
REDUCING THE MAXIMUM NUMBER OF SHARES A PARTICIPANT MAY PURCHASE DURING
ANY OFFERING PERIOD OR PURCHASE PERIOD.
Such modifications or amendments will 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 WILL 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 OF COMMON STOCK WILL
NOT BE ISSUED WITH RESPECT TO AN OPTION UNLESS THE EXERCISE OF SUCH OPTION AND
THE ISSUANCE AND DELIVERY OF SUCH SHARES PURSUANT THERETO WILL COMPLY WITH ALL
APPLICABLE PROVISIONS OF LAW, DOMESTIC OR FOREIGN, INCLUDING, WITHOUT
LIMITATION, THE SECURITIES ACT OF 1933, AS AMENDED, THE EXCHANGE ACT, THE
RULES AND REGULATIONS PROMULGATED THEREUNDER,