OFFERING PERIOD THAT COMMENCES AT LEAST 12 MONTHS FROM
THE DATE THE FORMER PARTICIPANT WITHDREW, AND THE FORMER PARTICIPANT MUST SUBMIT
A NEW ENROLLMENT AGREEMENT IN ORDER TO AGAIN BECOME A PARTICIPANT AS OF THAT
DATE.
(C)
TERMINATION OF EMPLOYMENT. UPON TERMINATION
OF A PARTICIPANT'S CONTINUOUS STATUS AS AN EMPLOYEE PRIOR TO ANY EXERCISE DATE
FOR ANY REASON, INCLUDING RETIREMENT OR DEATH, THE PLAN CONTRIBUTIONS CREDITED
TO THE PARTICIPANT'S ACCOUNT AND NOT YET INVESTED IN COMMON STOCK WILL BE
RETURNED TO THE PARTICIPANT OR, IN THE CASE OF DEATH, TO THE PARTICIPANT'S
BENEFICIARY AS DETERMINED PURSUANT TO SECTION 11, AND THE PARTICIPANT'S OPTION
TO PURCHASE SHARES UNDER THE PLAN WILL AUTOMATICALLY TERMINATE.
14.
COMMON STOCK AVAILABLE UNDER THE PLAN.
(A)
NUMBER OF SHARES. SUBJECT TO ADJUSTMENT AS
PROVIDED IN SECTION 14(B) BELOW, THE MAXIMUM NUMBER OF SHARES OF THE COMPANY'S
COMMON STOCK THAT SHALL BE MADE AVAILABLE FOR SALE UNDER THE PLAN SHALL BE
500,000. SHARES OF COMMON STOCK SUBJECT TO THE PLAN MAY BE NEWLY ISSUED SHARES
OR SHARES REACQUIRED IN PRIVATE TRANSACTIONS OR OPEN MARKET PURCHASES. IF AND TO
THE EXTENT THAT ANY RIGHT TO PURCHASE RESERVED SHARES SHALL NOT BE EXERCISED BY
ANY PARTICIPANT FOR ANY REASON OR IF SUCH RIGHT TO PURCHASE SHALL TERMINATE AS
PROVIDED HEREIN, SHARES THAT HAVE NOT BEEN SO PURCHASED HEREUNDER SHALL AGAIN
BECOME AVAILABLE FOR THE PURPOSE OF THE PLAN UNLESS THE PLAN SHALL HAVE BEEN
TERMINATED, BUT ALL SHARES SOLD UNDER THE PLAN, REGARDLESS OF SOURCE, SHALL BE
COUNTED AGAINST THE LIMITATION SET FORTH ABOVE.
(B)
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION;
CORPORATE TRANSACTIONS.
(I)
AT ANY TIME AFTER THE COMPLETION (THE
CLOSING AND FUNDING) OF THE COMPANY'S INITIAL PUBLIC OFFERING, IF THE
OUTSTANDING SHARES OF COMMON STOCK ARE INCREASED OR
11
DECREASED, OR ARE CHANGED INTO OR ARE EXCHANGED FOR A DIFFERENT NUMBER OR KIND
OF SHARES, AS A RESULT OF ONE OR MORE REORGANIZATIONS, RESTRUCTURINGS,
RECAPITALIZATIONS, RECLASSIFICATIONS, STOCK SPLITS, REVERSE STOCK SPLITS, STOCK
DIVIDENDS OR THE LIKE, UPON AUTHORIZATION OF THE COMMITTEE, APPROPRIATE
ADJUSTMENTS SHALL BE MADE IN THE NUMBER AND/OR KIND OF SHARES, AND THE PER-SHARE
OPTION PRICE THEREOF, WHICH MAY BE ISSUED IN THE AGGREGATE AND TO ANY
PARTICIPANT UPON EXERCISE OF OPTIONS GRANTED UNDER THE PLAN.
(II)
IN THE EVENT OF THE PROPOSED DISSOLUTION
OR LIQUIDATION OF THE COMPANY, THE OFFERING PERIOD WILL TERMINATE IMMEDIATELY
PRIOR TO THE CONSUMMATION OF SUCH PROPOSED ACTION, UNLESS OTHERWISE PROVIDED BY
THE COMMITTEE.
(III)
IN THE EVENT OF A PROPOSED SALE OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR THE MERGER OF THE COMPANY WITH OR
INTO ANOTHER CORPORATION (EACH, A "SALE TRANSACTION"), EACH OPTION UNDER THE
PLAN SHALL BE ASSUMED OR AN EQUIVALENT OPTION SHALL BE SUBSTITUTED BY SUCH
SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF SUCH SUCCESSOR CORPORATION,
UNLESS THE COMMITTEE DETERMINES, IN THE EXERCISE OF ITS SOLE DISCRETION AND IN
LIEU OF SUCH ASSUMPTION OR SUBSTITUTION, TO SHORTEN THE OFFERING PERIOD THEN IN
PROGRESS BY SETTING A NEW EXERCISE DATE (THE "NEW EXERCISE