UNLESS THE PARTICIPANT HAS WITHDRAWN PURSUANT TO SECTION 10
HEREOF.
THE OPTION SHALL EXPIRE ON THE LAST DAY OF THE OFFERING PERIOD.
8.
EXERCISE OF OPTION.
UNLESS A PARTICIPANT WITHDRAWS FROM THE PLAN
AS PROVIDED IN SECTION 10 HEREOF, HIS OR HER OPTION FOR THE PURCHASE OF SHARES
OF COMMON STOCK SHALL BE EXERCISED AUTOMATICALLY ON THE EXERCISE DATE, AND THE
MAXIMUM NUMBER OF FULL SHARES OF COMMON STOCK SUBJECT TO OPTION SHALL BE
PURCHASED FOR SUCH PARTICIPANT AT THE APPLICABLE PURCHASE PRICE WITH THE
ACCUMULATED PAYROLL DEDUCTIONS IN HIS OR HER ACCOUNT.
NO FRACTIONAL SHARES
SHALL BE PURCHASED; ANY PAYROLL DEDUCTIONS ACCUMULATED IN A PARTICIPANT'S
ACCOUNT WHICH ARE NOT SUFFICIENT TO PURCHASE A FULL SHARE SHALL BE RETAINED IN
THE PARTICIPANT'S ACCOUNT FOR THE SUBSEQUENT PURCHASE PERIOD OR OFFERING PERIOD,
SUBJECT TO EARLIER WITHDRAWAL BY THE PARTICIPANT AS PROVIDED IN SECTION 10
HEREOF.
ANY OTHER MONIES LEFT OVER IN A PARTICIPANT'S ACCOUNT AFTER THE
EXERCISE DATE SHALL BE RETURNED TO THE PARTICIPANT.
DURING A PARTICIPANT'S
LIFETIME, A PARTICIPANT'S OPTION TO PURCHASE SHARES HEREUNDER IS EXERCISABLE
ONLY BY HIM OR HER.
9.
DELIVERY.
AS PROMPTLY AS PRACTICABLE AFTER EACH EXERCISE DATE ON
WHICH A PURCHASE OF SHARES OCCURS, A SHARE CERTIFICATE OR CERTIFICATES
REPRESENTING THE NUMBER OF SHARES OF COMMON STOCK SO PURCHASED SHALL BE
DELIVERED TO A BROKERAGE ACCOUNT DESIGNATED BY THE COMPANY AND KEPT IN SUCH
ACCOUNT PURSUANT TO A SUBSCRIPTION AGREEMENT BETWEEN EACH PARTICIPANT AND THE
COMPANY AND SUBJECT TO THE CONDITIONS DESCRIBED THEREIN WHICH MAY INCLUDE A
REQUIREMENT THAT SHARES BE HELD AND NOT SOLD FOR CERTAIN TIME PERIODS, OR THE
COMPANY SHALL ESTABLISH SOME OTHER MEANS FOR SUCH PARTICIPANTS TO RECEIVE
OWNERSHIP OF THE SHARES.
10.
DISCONTINUATION; WITHDRAWAL.
(A)
A PARTICIPANT MAY DISCONTINUE HIS OR HER PARTICIPATION IN THE PLAN
ONLY BY WITHDRAWING FROM THE PLAN AS PROVIDED IN THIS SECTION 10.
A PARTICIPANT
MAY WITHDRAW ALL BUT NOT LESS THAN ALL THE PAYROLL DEDUCTIONS CREDITED TO HIS OR
HER ACCOUNT AND NOT YET USED TO EXERCISE HIS OR HER OPTION UNDER THE PLAN BY
GIVING WRITTEN NOTICE TO THE COMPANY IN THE FORM OF EXHIBIT B TO THIS PLAN.
SUCH NOTICE MUST BE RECEIVED BY THE COMPANY NO LATER THAN 2:00 P.M. PACIFIC
STANDARD TIME ON THE SECOND TRADING DAY PRECEDING THE EXERCISE DATE.
ALL OF THE
PARTICIPANT'S PAYROLL DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT SHALL BE PAID TO
SUCH PARTICIPANT PROMPTLY AFTER RECEIPT OF NOTICE OF WITHDRAWAL AND SUCH
PARTICIPANT'S OPTION FOR THE OFFERING PERIOD SHALL BE AUTOMATICALLY TERMINATED,
AND NO FURTHER PAYROLL DEDUCTIONS FOR THE PURCHASE OF SHARES SHALL BE MADE FOR
SUCH OFFERING PERIOD.
IF A PARTICIPANT WITHDRAWS FROM AN OFFERING PERIOD,
PAYROLL DEDUCTIONS SHALL NOT RESUME AT THE BEGINNING OF THE SUCCEEDING OFFERING
PERIOD UNLESS THE PARTICIPANT DELIVERS TO THE COMPANY A NEW SUBSCRIPTION
AGREEMENT IN ACCORDANCE WITH SECTION 5(A) .
5
(B)
A PARTICIPANT'S WITHDRAWAL FROM AN OFFERING PERIOD SHALL NOT HAVE
ANY EFFECT UPON HIS OR HER ELIGIBILITY TO PARTICIPATE IN ANY SIMILAR PLAN WHICH
MAY