OF AN OFFERING PERIOD SHALL BE 85% OF THE FAIR MARKET
VALUE OF SUCH SHARE ON THE LAST TRADING DAY IN SUCH OFFERING PERIOD.
(C)
NUMBER OF SHARES PURCHASED.
AS OF THE LAST DAY OF EACH OFFERING
PERIOD, EACH PARTICIPANT SHALL BE DEEMED TO HAVE ELECTED TO PURCHASE THE NUMBER
OF SHARES OF STOCK CALCULATED IN ACCORDANCE WITH THIS SECTION 8(C), UNLESS THE
PARTICIPANT HAS PREVIOUSLY ELECTED TO WITHDRAW FROM THE PLAN IN ACCORDANCE WITH
SECTION 6(A).
THE AMOUNT THEN IN THE PARTICIPANT'S ACCOUNT SHALL BE DIVIDED BY
THE PURCHASE PRICE, AND THE NUMBER OF SHARES THAT RESULTS SHALL BE PURCHASED
FROM THE COMPANY WITH THE FUNDS IN THE PARTICIPANT'S ACCOUNT.
THE FOREGOING
NOTWITHSTANDING, NO PARTICIPANT SHALL PURCHASE MORE THAN 1,000 SHARES OF STOCK
WITH RESPECT TO ANY OFFERING PERIOD NOR MORE THAN THE AMOUNTS OF STOCK SET FORTH
IN SECTIONS 9(B) AND 14(A).
THE COMMITTEE MAY DETERMINE WITH RESPECT TO ALL
PARTICIPANTS THAT ANY FRACTIONAL SHARE, AS CALCULATED UNDER THIS SECTION 8(C),
SHALL BE (I) ROUNDED DOWN TO THE NEXT LOWER WHOLE SHARE OR (II) CREDITED AS A
FRACTIONAL SHARE.
(D)
AVAILABLE SHARES INSUFFICIENT.
IN THE EVENT THAT THE AGGREGATE
NUMBER OF SHARES THAT ALL PARTICIPANTS ELECT TO PURCHASE DURING AN OFFERING
PERIOD EXCEEDS THE MAXIMUM NUMBER OF SHARES REMAINING AVAILABLE FOR ISSUANCE
UNDER SECTION 14(A), THEN THE NUMBER OF SHARES TO WHICH EACH PARTICIPANT IS
ENTITLED SHALL BE DETERMINED BY MULTIPLYING THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF SHARES THAT SUCH
PARTICIPANT HAS ELECTED TO PURCHASE AND THE DENOMINATOR OF WHICH IS THE NUMBER
OF SHARES THAT ALL PARTICIPANTS HAVE ELECTED TO PURCHASE.
(E)
DIVIDENDS.
CASH DIVIDENDS WILL BE CREDITED TO THE ACCOUNT OF A
PARTICIPANT ON THE DATE THOSE DIVIDENDS ARE PAID AND SUCH DIVIDENDS SHALL BE
REINVESTED IN STOCK AS SOON AS IS REASONABLY PRACTICABLE.
ALL STOCK DIVIDENDS
SHALL BE CREDITED TO THE ACCOUNT OF EACH PARTICIPANT.
ANY OTHER DISTRIBUTIONS
OF SECURITIES AND RIGHTS TO SUBSCRIBE SHALL BE SOLD AND THE NET PROCEEDS
CREDITED TO THE ACCOUNT OF EACH PARTICIPANT.
(F)
ISSUANCE OF STOCK.
CERTIFICATES REPRESENTING THE SHARES OF STOCK
PURCHASED BY A PARTICIPANT UNDER THE PLAN SHALL BE ISSUED TO THE PARTICIPANT AS
SOON AS REASONABLY PRACTICABLE AFTER THE PARTICIPANT REQUESTS THAT SUCH
CERTIFICATES BE DELIVERED, PROVIDED, HOWEVER THAT THE COMMITTEE MAY REQUIRE THAT
SUCH SHARES SHALL BE HELD FOR EACH PARTICIPANT'S BENEFIT BY A BROKER DESIGNATED
BY THE COMMITTEE UNTIL THE SECOND ANNIVERSARY OF THE DATE SUCH STOCK WAS
PURCHASED ON BEHALF OF A PARTICIPANT.
SHARES MAY BE REGISTERED IN THE NAME OF
THE PARTICIPANT OR JOINTLY IN THE NAME OF THE PARTICIPANT AND HIS OR HER SPOUSE
AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP OR AS COMMUNITY PROPERTY.
(G)
UNUSED CASH BALANCES.
ANY AMOUNT REMAINING IN THE PARTICIPANT'S
ACCOUNT THAT REPRESENTS THE PURCHASE PRICE FOR A FRACTIONAL SHARE SHALL BE
CARRIED OVER IN THE PARTICIPANT'S ACCOUNT TO THE NEXT OFFERING PERIOD.
ANY
AMOUNT REMAINING IN THE PARTICIPANT'S ACCOUNT THAT REPRESENTS THE PURCHASE