ARE
DEPOSITED WITH THE GENERAL FUNDS OF THE COMPANY; NO INTEREST SHALL ACCRUE ON THE
PAYROLL DEDUCTIONS.
ALL PAYROLL DEDUCTIONS RECEIVED OR HELD BY THE COMPANY MAY
BE USED BY THE COMPANY FOR ANY CORPORATE PURPOSE, AND THE COMPANY SHALL NOT BE
OBLIGATED TO SEGREGATE SUCH PAYROLL DEDUCTIONS.
A PARTICIPANT MAY NOT MAKE ANY
SEPARATE CASH PAYMENT INTO HIS OR HER PAYROLL DEDUCTION PLAN ACCOUNT AND PAYMENT
FOR SHARES PURCHASED UNDER THE PLAN MAY NOT BE MADE IN ANY FORM OTHER THAN BY
PAYROLL DEDUCTION.
(B)
PURCHASE PRICE.
THE PURCHASE PRICE FOR EACH SHARE OF STOCK
PURCHASED ON A PURCHASE DATE SHALL BE THE LOWER OF:
(I)
85% OF THE OFFERING DATE FMV OF SUCH SHARE ON THE OFFERING DATE
FOR THE OFFERING PERIOD THAT INCLUDES SUCH PURCHASE DATE; OR
6
(II)
85% OF THE PURCHASE DATE FMV OF SUCH SHARE ON SUCH PURCHASE DATE.
(C)
NUMBER OF SHARES PURCHASED.
ON EACH PURCHASE DATE, AS LONG AS THE
PLAN REMAINS IN EFFECT, THE COMPANY SHALL APPLY THE FUNDS THEN IN EACH
PARTICIPANT'S PLAN ACCOUNT TO THE PURCHASE OF WHOLE SHARES OF STOCK.
AS OF EACH
PURCHASE DATE, EACH PARTICIPANT SHALL BE DEEMED TO HAVE ELECTED TO EXERCISE HIS
OR HER OPTION TO PURCHASE THE NUMBER OF SHARES OF STOCK CALCULATED IN ACCORDANCE
WITH THIS SUBSECTION (C), UNLESS THE PARTICIPANT HAS PREVIOUSLY ELECTED TO
WITHDRAW FROM THE PLAN IN ACCORDANCE WITH SECTION 6 PROVIDED, HOWEVER, THAT NO
STOCK SHALL BE PURCHASED ON A PURCHASE DATE ON BEHALF OF ANY EMPLOYEE WHOSE
PARTICIPATION IN THE PLAN WAS TERMINATED PRIOR TO SUCH PURCHASE DATE.
THE
AMOUNT THEN IN THE PARTICIPANT'S PLAN ACCOUNT SHALL BE DIVIDED BY THE PURCHASE
PRICE, AND THE NUMBER OF SHARES THAT RESULTS SHALL BE PURCHASED FROM THE COMPANY
WITH THE FUNDS IN THE PARTICIPANT'S PLAN ACCOUNT.
THE FOREGOING
NOTWITHSTANDING, NO PARTICIPANT SHALL PURCHASE MORE THAN THE MAXIMUM SHARE
AMOUNT (AS DEFINED BELOW) ON ANY PURCHASE DATE NOR MORE THAN THE AMOUNTS OF
STOCK SET FORTH IN SECTIONS 9(A), 9(B) AND 14(A).
THE COMMITTEE MAY DETERMINE
WITH RESPECT TO ALL PARTICIPANTS THAT ANY FRACTIONAL SHARE, AS CALCULATED UNDER
THIS SUBSECTION (C), SHALL BE (I) ROUNDED DOWN TO THE NEXT LOWER WHOLE SHARE OR
(II) CREDITED AS A FRACTIONAL SHARE.
NOT LESS THAN TWENTY (20) DAYS PRIOR TO
THE COMMENCEMENT OF ANY OFFERING PERIOD, THE COMMITTEE MAY, IN ITS SOLE
DISCRETION, SET A MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED BY ANY
EMPLOYEE AT ANY SINGLE PURCHASE DATE (THE "MAXIMUM SHARE AMOUNT").
IF A NEW
MAXIMUM SHARE AMOUNT IS SET, THEN ALL PARTICIPANTS MUST BE NOTIFIED OF SUCH
MAXIMUM SHARE AMOUNT NOT LESS THAN TWENTY (20) DAYS PRIOR TO THE COMMENCEMENT OF
THE NEXT OFFERING PERIOD.
ONCE THE MAXIMUM SHARE AMOUNT IS ESTABLISHED, IT
SHALL CONTINUE TO APPLY WITH RESPECT TO ALL SUCCEEDING PURCHASE DATES AND
ACCUMULATION PERIODS UNLESS REVISED BY THE COMMITTEE AS SET FORTH ABOVE.
THE
INITIAL MAXIMUM SHARE AMOUNT IS 5,000 SHARES.
(D)
AVAILABLE SHARES INSUFFICIENT.
IN THE EVENT THAT THE AGGREGATE
NUMBER OF SHARES THAT