AVERAGE OF THE CLOSING BID AND
ASKED PRICES FOR A SHARE OF COMMON STOCK ON THE DATE OF DETERMINATION IF THAT
DATE IS A TRADING DAY AS QUOTED BY THE NATIONAL QUOTATION BUREAU'S "PINK SHEETS"
OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS' OTC BULLETIN BOARD SYSTEM.
IF THE DATE OF DETERMINATION IS NOT A TRADING DAY, THEN THE DATE OF
DETERMINATION SHALL BE THE LAST TRADING DAY PRIOR TO SUCH DATE OF
DETERMINATION.
IF THE CORPORATION IS NOT A PUBLICLY-HELD CORPORATION AT THE
TIME A DETERMINATION OF THE FAIR MARKET VALUE OF THE COMMON STOCK IS REQUIRED TO
BE MADE, THE DETERMINATION OF FAIR MARKET VALUE SHALL BE MADE BY THE COMMITTEE
IN ITS DISCRETION EXERCISED IN GOOD FAITH.
IN THIS RESPECT, THE COMMITTEE MAY
RELY ON SUCH FINANCIAL DATA, VALUATIONS, EXPERTS, AND OTHER SOURCES, IN ITS
DISCRETION, AS IT DEEMS ADVISABLE UNDER THE CIRCUMSTANCES.
(L)
"OFFERING PERIOD" SHALL MEAN THE PERIOD
OF THREE (3) MONTHS DURING WHICH AN OPTION GRANTED PURSUANT TO THE PLAN MAY BE
EXERCISED, COMMENCING ON THE FIRST TRADING DAY ON OR AFTER JULY 1, OCTOBER 1,
JANUARY 1, AND APRIL 1 OF EACH YEAR.
THE DURATION AND TIMING OF OFFERING
PERIODS MAY BE CHANGED OR MODIFIED BY THE COMMITTEE.
(M)
"PARTICIPANT" SHALL MEAN A PARTICIPANT IN THE
PLAN AS DESCRIBED IN SECTION 5.
(N)
"PLAN" SHALL MEAN THIS STOCK PURCHASE PLAN.
(O)
"PURCHASE DATE" SHALL MEAN THE LAST TRADING
DAY OF EACH OFFERING PERIOD.
(P)
"PURCHASE PRICE" SHALL MEAN EIGHTY-FIVE
PERCENT (85%) OF THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK ON THE ENTRY
DATE OR ON THE PURCHASE DATE, WHICHEVER IS LOWER; PROVIDED HOWEVER, THAT THE
PURCHASE PRICE MAY BE ADJUSTED BY THE COMMITTEE PURSUANT TO SECTION 7.4.
(Q)
"STOCKHOLDER" SHALL MEAN A RECORD HOLDER
ENTITLED TO VOTE SHARES OF COMMON STOCK UNDER THE CORPORATION'S BY-LAWS.
(R)
"SUBSIDIARY" SHALL MEAN ANY CORPORATION
(OTHER THAN THE CORPORATION) IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH
THE CORPORATION, AS DESCRIBED IN CODE SECTION 424(F).
2
(S)
"TRADING DAY" SHALL MEAN A DAY ON WHICH
U.S. NATIONAL STOCK EXCHANGES AND THE NASDAQ SYSTEM ARE OPEN FOR TRADING.
3.
ELIGIBILITY.
ANY EMPLOYEE, WHO SHALL
HAVE COMPLETED TWELVE (12) CONSECUTIVE MONTHS OF EMPLOYMENT WITH, AND WHO SHALL
BE REGULARLY EMPLOYED ON A FULL-TIME (32 HOURS OR MORE PER WEEK ON A REGULAR
SCHEDULE) BASIS BY, THE CORPORATION OR BY ANY DESIGNATED SUBSIDIARY ON AN ENTRY
DATE, SHALL BE ELIGIBLE TO PARTICIPATE IN THE PLAN WITH RESPECT TO THE OFFERING
PERIOD COMMENCING ON SUCH ENTRY DATE, PROVIDED THAT THE COMMITTEE MAY ESTABLISH
ADMINISTRATIVE RULES REQUIRING THAT THE MINIMUM EMPLOYMENT REQUIREMENTS (TWELVE
(12) CONSECUTIVE MONTHS OF EMPLOYMENT) BE COMPLETED BY SOME MINIMUM PERIOD PRIOR
TO AN ENTRY DATE FOR AN EMPLOYEE TO BE ELIGIBLE TO PARTICIPATE WITH RESPECT TO
THE OFFERING PERIOD BEGINNING ON THAT ENTRY DATE.
IN THE ABSENCE OF A
DETERMINATION BY THE COMMITTEE, THE MINIMUM EMPLOYMENT REQUIREMENTS MUST BE
COMPLETED BY AT LEAST ONE PAY PERIOD PRIOR TO AN ENTRY DATE.
ALL EMPLOYEES WHO
PARTICIPATE