ON OR BEFORE THE BEGINNING OF THAT
OFFERING PERIOD.
(H)
TERMINATION OF PURCHASE RIGHT.
THE FOLLOWING PROVISIONS SHALL GOVERN THE
TERMINATION OF OUTSTANDING PURCHASE RIGHTS:
(I)
IF A PARTICIPANT CEASES TO BE AN ELIGIBLE EMPLOYEE FOR ANY REASON
(INCLUDING DEATH, DISABILITY OR CHANGE IN STATUS) WHILE HIS OR HER PURCHASE
RIGHT REMAINS OUTSTANDING, THE PARTICIPANT'S PURCHASE RIGHT SHALL IMMEDIATELY
TERMINATE, AND ALL OF THE PARTICIPANT'S PAYROLL DEDUCTIONS FOR THE OFFERING
PERIOD IN WHICH THE PURCHASE RIGHT SO TERMINATES SHALL BE PROMPTLY REFUNDED TO
THE PARTICIPANT.
(II)
IF A PARTICIPANT CEASES TO REMAIN IN ACTIVE SERVICE BY REASON OF
AN APPROVED UNPAID LEAVE OF ABSENCE, THEN THE PARTICIPANT SHALL HAVE THE RIGHT
TO ELECT TO (A) WITHDRAW ALL THE PAYROLL DEDUCTIONS COLLECTED TO DATE ON HIS OR
HER BEHALF FOR THAT OFFERING PERIOD OR (B) HAVE SUCH FUNDS HELD FOR THE PURCHASE
OF SHARES ON HIS OR HER BEHALF ON THE PURCHASE DATE, PROVIDED, HOWEVER, IF THE
PARTICIPANT DOES NOT MAKE SUCH ELECTION AT LEAST THIRTY DAYS PRIOR TO THE
PURCHASE DATE, SUCH FUNDS SHALL BE USED FOR THE PURCHASE OF SHARES ON HIS OR HER
BEHALF ON THE PURCHASE DATE.
IN NO EVENT, HOWEVER, SHALL ANY FURTHER PAYROLL
DEDUCTIONS BE COLLECTED ON THE PARTICIPANT'S BEHALF DURING SUCH LEAVE.
UPON THE
PARTICIPANT'S RETURN TO ACTIVE SERVICE (X) WITHIN THREE MONTHS FOLLOWING THE
COMMENCEMENT OF SUCH LEAVE OR (Y) PRIOR TO THE EXPIRATION OF ANY LONGER PERIOD
FOR WHICH SUCH PARTICIPANT HAS A RIGHT TO REEMPLOYMENT WITH THE COMPANY PROVIDED
BY STATUTE OR CONTRACT, HIS OR HER PAYROLL DEDUCTIONS UNDER THE PLAN SHALL
AUTOMATICALLY RESUME AT THE RATE IN EFFECT AT THE TIME THE LEAVE BEGAN IF THE
RETURN TO SERVICE IS IN THE SAME OFFERING PERIOD (OR, IF IN A DIFFERENT OFFERING
PERIOD, IF PARTICIPANTS ARE AUTOMATICALLY ENROLLED IN THE SUBSEQUENT OFFERING
PERIOD), UNLESS THE PARTICIPANT WITHDRAWS FROM THE PLAN PRIOR TO HIS OR HER
RETURN. AN INDIVIDUAL WHO RETURNS TO ACTIVE EMPLOYMENT FOLLOWING A LEAVE OF
ABSENCE THAT EXCEEDS IN DURATION THE APPLICABLE (X) OR (Y) TIME PERIOD WILL BE
TREATED AS A NEW ELIGIBLE EMPLOYEE FOR PURPOSES OF SUBSEQUENT PARTICIPATION IN
THE PLAN AND MAY RE-ENROLL IN THE PLAN (BY MAKING A TIMELY FILING OF THE
PRESCRIBED ENROLLMENT FORMS) FOR A SUBSEQUENT OFFERING PERIOD.
(I)
CHANGE IN CONTROL.
UNLESS THE PLAN ADMINISTRATOR DETERMINES OTHERWISE,
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF ANY CHANGE IN CONTROL OF THE COMPANY,
AS DETERMINED BY THE PLAN ADMINISTRATOR, EACH OUTSTANDING PURCHASE RIGHT SHALL
AUTOMATICALLY BE EXERCISED BY
7
APPLYING THE PAYROLL DEDUCTIONS OF EACH PARTICIPANT FOR THE OFFERING PERIOD IN
WHICH THE CHANGE IN CONTROL OCCURS TO THE PURCHASE OF SHARES OF COMMON STOCK AT
A PURCHASE PRICE PER SHARE EQUAL TO 95% OF THE FAIR MARKET VALUE PER SHARE OF
COMMON STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE CHANGE IN CONTROL
(OR SUCH OTHER PURCHASE FORMULA AS SHALL BE IN EFFECT FOR THE OFFERING PERIOD,
AS DETERMINED BY THE PLAN ADMINISTRATOR BEFORE THE OFFERING PERIOD).
THE
APPLICABLE LIMITATION ON