SEGREGATE SUCH PAYROLL DEDUCTIONS.
UNTIL
SHARES ARE ISSUED, PARTICIPANTS SHALL ONLY HAVE THE RIGHTS OF AN UNSECURED
CREDITOR.
17.
REPORTS.
INDIVIDUAL ACCOUNTS SHALL BE MAINTAINED FOR EACH
PARTICIPANT IN THE PLAN.
STATEMENTS OF ACCOUNT SHALL BE GIVEN TO PARTICIPATING
ELIGIBLE EMPLOYEES AT LEAST ANNUALLY, WHICH STATEMENTS SHALL SET FORTH THE
AMOUNTS OF PAYROLL DEDUCTIONS, THE PURCHASE PRICE, THE NUMBER OF SHARES
PURCHASED AND THE REMAINING CASH BALANCE, IF ANY.
18.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR CHANGE IN CONTROL.
(A)
CHANGES IN CAPITALIZATION.
SUBJECT TO ANY REQUIRED ACTION BY THE
STOCKHOLDERS OF THE COMPANY, THE MAXIMUM NUMBER OF SHARES OF THE COMPANY'S
COMMON STOCK WHICH SHALL BE MADE AVAILABLE FOR SALE UNDER THE PLAN, THE MAXIMUM
NUMBER OF SHARES EACH PARTICIPANT MAY PURCHASE EACH OFFERING PERIOD (PURSUANT TO
SECTION 7), AS WELL AS THE PRICE PER SHARE AND THE NUMBER OF SHARES OF COMMON
STOCK COVERED BY EACH OPTION UNDER THE PLAN WHICH HAS NOT YET BEEN EXERCISED
SHALL BE PROPORTIONATELY ADJUSTED FOR ANY INCREASE OR DECREASE IN THE NUMBER OF
ISSUED SHARES OF COMMON STOCK RESULTING FROM A STOCK SPLIT, REVERSE STOCK SPLIT,
STOCK DIVIDEND, COMBINATION OR RECLASSIFICATION OF THE COMMON STOCK, OR ANY
OTHER CHANGE IN THE NUMBER OF SHARES OF COMMON STOCK EFFECTED WITHOUT RECEIPT OF
CONSIDERATION BY THE COMPANY; PROVIDED, HOWEVER, THAT CONVERSION OF ANY
CONVERTIBLE SECURITIES OF THE COMPANY SHALL NOT BE DEEMED TO HAVE BEEN "EFFECTED
WITHOUT RECEIPT OF CONSIDERATION."
SUCH ADJUSTMENT SHALL BE MADE BY THE
ADMINISTRATOR, WHOSE DETERMINATION IN THAT RESPECT SHALL BE FINAL, BINDING AND
CONCLUSIVE.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO ISSUANCE BY THE COMPANY OF
SHARES OF STOCK OF ANY CLASS, OR SECURITIES CONVERTIBLE INTO SHARES OF STOCK OF
ANY CLASS, SHALL AFFECT, AND NO ADJUSTMENT BY REASON THEREOF SHALL BE MADE WITH
RESPECT TO, THE NUMBER OR PRICE OF SHARES OF COMMON STOCK SUBJECT TO AN OPTION.
(B)
DISSOLUTION OR LIQUIDATION.
IN THE EVENT OF THE PROPOSED
DISSOLUTION OR LIQUIDATION OF THE COMPANY, THE OFFERING PERIOD THEN IN PROGRESS
SHALL BE SHORTENED BY SETTING A NEW EXERCISE DATE (THE "NEW EXERCISE DATE"), AND
SHALL TERMINATE IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH PROPOSED
DISSOLUTION OR LIQUIDATION, UNLESS PROVIDED OTHERWISE BY THE ADMINISTRATOR.
THE
NEW EXERCISE DATE SHALL BE BEFORE THE DATE OF THE COMPANY'S PROPOSED DISSOLUTION
OR LIQUIDATION.
THE ADMINISTRATOR SHALL NOTIFY EACH PARTICIPANT IN WRITING, AT
LEAST TEN (10) BUSINESS DAYS PRIOR TO THE NEW EXERCISE DATE, THAT THE EXERCISE
DATE FOR THE PARTICIPANT'S OPTION HAS BEEN CHANGED TO THE NEW EXERCISE DATE AND
THAT THE PARTICIPANT'S OPTION SHALL BE EXERCISED AUTOMATICALLY ON THE NEW
EXERCISE DATE, UNLESS PRIOR TO SUCH DATE THE PARTICIPANT HAS WITHDRAWN FROM THE
OFFERING PERIOD AS PROVIDED IN SECTION 10 HEREOF.
(C)
MERGER OR CHANGE IN CONTROL.
IN THE EVENT OF A MERGER OR CHANGE
IN CONTROL, EACH OUTSTANDING OPTION SHALL BE ASSUMED OR AN EQUIVALENT OPTION
SUBSTITUTED BY THE SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF THE
SUCCESSOR CORPORATION.
IN THE EVENT THAT THE SUCCESSOR CORPORATION REFUSES