TIME DURING AN
OFFERING PERIOD.
PAYROLL DEDUCTIONS SHALL RECOMMENCE AT THE RATE PROVIDED IN
SUCH PARTICIPANT'S SUBSCRIPTION AGREEMENT AT THE BEGINNING OF THE FIRST OFFERING
PERIOD WHICH IS SCHEDULED TO END IN THE FOLLOWING CALENDAR YEAR, UNLESS
TERMINATED BY THE PARTICIPANT AS PROVIDED IN SECTION 10 HEREOF.
(F)
AT THE TIME THE OPTION IS EXERCISED, IN WHOLE OR IN PART, OR AT
THE TIME SOME OR ALL OF THE COMPANY'S COMMON STOCK ISSUED UNDER THE PLAN IS
DISPOSED OF, THE PARTICIPANT MUST MAKE ADEQUATE PROVISION FOR THE COMPANY'S OR
ITS SUBSIDIARY'S FEDERAL, STATE, OR ANY OTHER TAX LIABILITY PAYABLE TO ANY
AUTHORITY, NATIONAL INSURANCE, SOCIAL SECURITY OR OTHER TAX WITHHOLDING
OBLIGATIONS, IF ANY, WHICH ARISE UPON THE EXERCISE OF THE OPTION OR THE
DISPOSITION OF THE COMMON STOCK INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY
LIABILITY TO PAY SECONDARY CLASS 1 NATIONAL INSURANCE CONTRIBUTIONS FOR WHICH AN
AGREEMENT OR ELECTION HAS BEEN ENTERED INTO UNDER PARAGRAPH 3A OR 3B OF SCHEDULE
1 TO THE SOCIAL SECURITY CONTRIBUTIONS AND BENEFITS ACT 1992.
AT ANY TIME, THE
COMPANY OR ITS SUBSIDIARY MAY, BUT SHALL NOT BE OBLIGATED TO, WITHHOLD FROM THE
PARTICIPANT'S COMPENSATION THE AMOUNT NECESSARY FOR THE COMPANY OR ITS
SUBSIDIARY TO MEET APPLICABLE WITHHOLDING OBLIGATIONS, INCLUDING ANY WITHHOLDING
REQUIRED TO MAKE AVAILABLE TO THE COMPANY OR ITS SUBSIDIARY ANY TAX DEDUCTIONS
OR BENEFITS ATTRIBUTABLE TO SALE OR EARLY DISPOSITION OF COMMON STOCK BY THE
ELIGIBLE EMPLOYEE.
7.
GRANT OF OPTION.
ON THE OFFERING DATE OF EACH OFFERING PERIOD,
EACH ELIGIBLE EMPLOYEE PARTICIPATING IN SUCH OFFERING PERIOD SHALL BE GRANTED AN
OPTION TO PURCHASE ON EACH EXERCISE DATE DURING SUCH OFFERING PERIOD (AT THE
APPLICABLE PURCHASE PRICE) UP TO A NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK DETERMINED BY DIVIDING SUCH ELIGIBLE EMPLOYEE'S PAYROLL DEDUCTIONS
ACCUMULATED PRIOR TO SUCH EXERCISE DATE BY THE APPLICABLE PURCHASE PRICE;
PROVIDED THAT IN NO EVENT SHALL AN ELIGIBLE EMPLOYEE BE PERMITTED TO PURCHASE
MORE THAN 1,000 SHARES OF THE COMPANY'S COMMON STOCK DURING EACH OFFERING PERIOD
THAT COMMENCED PRIOR TO MARCH 24, 2008, AND MORE THAN 5,000 SHARES OF THE
COMPANY COMMON STOCK DURING EACH OFFERING PERIOD THAT COMMENCES ON OR AFTER
MARCH 24, 2008 (SUBJECT TO ANY ADJUSTMENT PURSUANT TO SECTION 19), AND PROVIDED
FURTHER THAT SUCH PURCHASE SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTIONS 3(C) AND 13 HEREOF.
THE ELIGIBLE EMPLOYEE MAY ACCEPT THE GRANT OF SUCH
OPTION BY TURNING IN A COMPLETED SUBSCRIPTION AGREEMENT (ATTACHED HERETO AS
EXHIBIT A OR, WITH RESPECT TO THE SPECIAL OFFERING PERIOD, ATTACHED HERETO AS
EXHIBIT C) TO THE COMPANY ON OR PRIOR TO AN OFFERING DATE, OR WITH RESPECT TO
THE FIRST OFFERING PERIOD, PRIOR TO THE LAST DAY OF THE ENROLLMENT WINDOW.
THE
ADMINISTRATOR MAY, FOR FUTURE OFFERING PERIODS, INCREASE OR DECREASE, IN ITS
ABSOLUTE DISCRETION, THE MAXIMUM NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK
AN ELIGIBLE EMPLOYEE MAY PURCHASE DURING EACH OFFERING PERIOD.
EXERCISE OF THE
OPTION SHALL OCCUR AS PROVIDED IN SECTION 8 HEREOF, UNLESS THE PARTICIPANT HAS