PAY DAY
DURING THE OFFERING PERIOD IN AN AMOUNT NOT EXCEEDING FIFTEEN PERCENT (15%) OF
THE COMPENSATION, WHICH HE OR SHE RECEIVES ON EACH PAY DAY DURING THE OFFERING
PERIOD; PROVIDED, HOWEVER, THAT SHOULD A PAY DAY OCCUR ON AN EXERCISE DATE, A
PARTICIPANT WILL HAVE THE PAYROLL DEDUCTIONS MADE ON SUCH DAY APPLIED TO HIS OR
HER ACCOUNT UNDER THE SUBSEQUENT PURCHASE PERIOD OR OFFERING PERIOD.
A
PARTICIPANT'S SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT FOR SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED AS PROVIDED IN SECTION 10 HEREOF.
5
(B)
PAYROLL DEDUCTIONS FOR A PARTICIPANT WILL COMMENCE ON THE FIRST
PAY DAY FOLLOWING THE ENROLLMENT DATE AND WILL END ON THE LAST PAY DAY PRIOR TO
THE EXERCISE DATE OF SUCH OFFERING PERIOD TO WHICH SUCH AUTHORIZATION IS
APPLICABLE, UNLESS SOONER TERMINATED BY THE PARTICIPANT AS PROVIDED IN
SECTION 10 HEREOF.
(C)
ALL PAYROLL DEDUCTIONS MADE FOR A PARTICIPANT WILL BE CREDITED TO
HIS OR HER ACCOUNT UNDER THE PLAN AND WILL BE WITHHELD IN WHOLE PERCENTAGES
ONLY.
A PARTICIPANT MAY NOT MAKE ANY ADDITIONAL PAYMENTS INTO SUCH ACCOUNT.
(D)
A PARTICIPANT MAY DISCONTINUE HIS OR HER PARTICIPATION IN THE PLAN
AS PROVIDED IN SECTION 10, OR MAY INCREASE OR DECREASE THE RATE OF HIS OR HER
PAYROLL DEDUCTIONS DURING THE OFFERING PERIOD BY (I) PROPERLY COMPLETING AND
SUBMITTING TO THE COMPANY'S STOCK ADMINISTRATION OFFICE (OR ITS DESIGNEE), ON OR
BEFORE A DATE DETERMINED BY THE ADMINISTRATOR PRIOR TO AN APPLICABLE EXERCISE
DATE, A NEW SUBSCRIPTION AGREEMENT AUTHORIZING THE CHANGE IN PAYROLL DEDUCTION
RATE IN THE FORM PROVIDED BY THE ADMINISTRATOR FOR SUCH PURPOSE, OR
(II) FOLLOWING AN ELECTRONIC OR OTHER PROCEDURE PRESCRIBED BY THE ADMINISTRATOR;
PROVIDED, HOWEVER, THAT A PARTICIPANT MAY ONLY MAKE ONE PAYROLL DEDUCTION CHANGE
DURING EACH MONTH OF THE OFFERING PERIOD.
IF A PARTICIPANT HAS NOT FOLLOWED
SUCH PROCEDURES TO CHANGE THE RATE OF PAYROLL DEDUCTIONS, THE RATE OF HIS OR HER
PAYROLL DEDUCTIONS WILL CONTINUE AT THE ORIGINALLY ELECTED RATE THROUGHOUT THE
OFFERING PERIOD AND FUTURE OFFERING PERIODS (UNLESS TERMINATED AS PROVIDED IN
SECTION 10).
THE ADMINISTRATOR MAY, IN ITS SOLE DISCRETION, LIMIT THE NATURE
AND/OR NUMBER OF PAYROLL DEDUCTION RATE CHANGES THAT MAY BE MADE BY PARTICIPANTS
DURING ANY OFFERING PERIOD, AND MAY ESTABLISH SUCH OTHER CONDITIONS OR
LIMITATIONS AS IT DEEMS APPROPRIATE FOR PLAN ADMINISTRATION.
ANY CHANGE IN
PAYROLL DEDUCTION RATE MADE PURSUANT TO THIS SECTION 6(D) WILL BE EFFECTIVE AS
OF THE FIRST FULL PAYROLL PERIOD FOLLOWING FIVE (5) BUSINESS DAYS AFTER THE DATE
ON WHICH THE CHANGE IS MADE BY THE PARTICIPANT (UNLESS THE ADMINISTRATOR, IN ITS
SOLE DISCRETION, ELECTS TO PROCESS A GIVEN CHANGE IN PAYROLL DEDUCTION RATE MORE
QUICKLY).
(E)
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT NECESSARY TO COMPLY
WITH SECTION 423(B)(8) OF THE CODE AND SECTION 3(B), A PARTICIPANT'S PAYROLL
DEDUCTIONS MAY BE DECREASED TO ZERO PERCENT (0%) AT ANY TIME DURING A PURCHASE
PERIOD.
SUBJECT TO SECTION 423(B)(8) OF THE CODE AND SECTION 3(B) HEREOF,
PAYROLL DEDUCTIONS WILL RECOMMENCE AT THE RATE ORIGINALLY ELECTED BY THE
PARTICIPANT