THERETOFORE GRANTED WHICH ADVERSELY AFFECTS THE RIGHTS
OF ANY PARTICIPANT.
TO THE EXTENT NECESSARY TO COMPLY WITH SECTION 423 OF THE
CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER APPLICABLE LAW, REGULATION
OR STOCK EXCHANGE RULE), 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 CHANGE THE OFFERING PERIODS OR PURCHASE
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 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
WHICH ARE CONSISTENT WITH THE PLAN.
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 BY THE COMPANY AT THE LOCATION,
OR BY THE PERSON, DESIGNATED BY THE COMPANY FOR THE RECEIPT THEREOF.
21.
CONDITIONS UPON ISSUANCE OF SHARES.
SHARES SHALL NOT BE ISSUED
WITH RESPECT TO AN OPTION UNLESS THE EXERCISE OF SUCH OPTION AND THE ISSUANCE
AND DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL COMPLY WITH ALL APPLICABLE
PROVISIONS OF LAW, DOMESTIC OR FOREIGN, INCLUDING, WITHOUT LIMITATION, THE
SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND THE REQUIREMENTS
OF ANY STOCK EXCHANGE OR STOCK MARKET UPON WHICH THE SHARES MAY THEN BE LISTED,
AND SHALL BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY WITH
RESPECT TO SUCH COMPLIANCE.
As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares
9
are being purchased only for investment and without any present intention to
sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned applicable
provisions of law.
22.
NO RIGHTS AS AN EMPLOYEE.
NOTHING IN THE PLAN OR IN ANY RIGHT
GRANTED UNDER THE PLAN SHALL CONFER UPON A PARTICIPANT ANY RIGHT TO CONTINUE IN
THE EMPLOY OF THE COMPANY OR ANY DESIGNATED SUBSIDIARY FOR ANY PERIOD OF
SPECIFIC DURATION OR INTERFERE WITH OR OTHERWISE RESTRICT IN ANY WAY THE RIGHTS
OF THE COMPANY OR ANY DESIGNATED SUBSIDIARY OR OF A PARTICIPANT, WHICH RIGHTS
ARE