THE NUMBER OF SHARES OF COMMON STOCK PURCHASABLE PER
PARTICIPANT SHALL CONTINUE TO APPLY TO ANY SUCH PURCHASE.
THE COMPANY SHALL USE
ITS BEST EFFORTS TO PROVIDE AT LEAST TEN DAYS' PRIOR WRITTEN NOTICE OF THE
OCCURRENCE OF ANY CHANGE IN CONTROL, AND PARTICIPANTS SHALL, FOLLOWING THE
RECEIPT OF SUCH NOTICE, HAVE THE RIGHT TO TERMINATE THEIR OUTSTANDING PURCHASE
RIGHTS PRIOR TO THE EFFECTIVE DATE OF THE CHANGE IN CONTROL.
(J)
PRORATION OF PURCHASE RIGHTS.
IF THE TOTAL NUMBER OF SHARES OF COMMON
STOCK TO BE PURCHASED PURSUANT TO OUTSTANDING PURCHASE RIGHTS ON ANY PARTICULAR
DATE EXCEEDS THE NUMBER OF SHARES THEN AVAILABLE FOR ISSUANCE UNDER THE PLAN,
THE PLAN ADMINISTRATOR SHALL MAKE A PRO-RATA ALLOCATION OF THE AVAILABLE SHARES
ON A UNIFORM AND NONDISCRIMINATORY BASIS, AND THE PAYROLL DEDUCTIONS OF EACH
PARTICIPANT, TO THE EXTENT IN EXCESS OF THE AGGREGATE PURCHASE PRICE PAYABLE FOR
THE COMMON STOCK PRO-RATED TO SUCH PARTICIPANT, SHALL BE PROMPTLY REFUNDED.
(K)
ASSIGNABILITY.
A PURCHASE RIGHT SHALL BE EXERCISABLE ONLY BY THE
PARTICIPANT AND SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY THE PARTICIPANT.
(L)
STOCKHOLDER RIGHTS.
A PARTICIPANT SHALL HAVE NO STOCKHOLDER RIGHTS WITH
RESPECT TO THE SHARES SUBJECT TO HIS OR HER OUTSTANDING PURCHASE RIGHT UNTIL THE
SHARES ARE PURCHASED ON THE PARTICIPANT'S BEHALF IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE PARTICIPANT HAS BECOME A HOLDER OF RECORD OF THE
PURCHASED SHARES.
(M)
ESPP BROKERAGE ACCOUNT.
THE SHARES OF COMMON STOCK PURCHASED ON BEHALF OF
EACH PARTICIPANT SHALL BE DEPOSITED DIRECTLY INTO A BROKERAGE ACCOUNT WHICH THE
COMPANY SHALL ESTABLISH FOR THE PARTICIPANT AT A COMPANY-DESIGNATED BROKERAGE
FIRM.
THE ACCOUNT WILL BE KNOWN AS THE ESPP BROKERAGE ACCOUNT.
THE FOLLOWING
POLICIES AND PROCEDURES SHALL BE IN PLACE FOR ANY SHARES DEPOSITED INTO THE
PARTICIPANT'S ESPP BROKERAGE ACCOUNT UNTIL THOSE SHARES HAVE BEEN HELD FOR THE
REQUISITE PERIOD NECESSARY TO AVOID A DISQUALIFYING DISPOSITION UNDER U.S.
FEDERAL TAX LAWS:
(I)
UNLESS THE SHARES ARE SOLD, THE SHARES MUST BE HELD IN THE ESPP
BROKERAGE ACCOUNT UNTIL THE LATER OF THE FOLLOWING TWO PERIODS: (X) THE END OF
THE TWO-YEAR PERIOD MEASURED FROM THE START DATE OF THE OFFERING PERIOD IN WHICH
THE SHARES WERE PURCHASED AND (Y) THE END OF THE ONE-YEAR PERIOD MEASURED FROM
THE ACTUAL PURCHASE DATE OF THOSE SHARES.
(II)
UNLESS THE SHARES ARE SOLD, THE DEPOSITED SHARES SHALL NOT BE
TRANSFERABLE (EITHER ELECTRONICALLY OR IN CERTIFICATE FORM) FROM THE ESPP
BROKERAGE ACCOUNT UNTIL THE REQUIRED HOLDING PERIOD FOR THOSE SHARES IS
SATISFIED.
SUCH LIMITATION SHALL APPLY BOTH TO TRANSFERS TO DIFFERENT ACCOUNTS
WITH THE SAME ESPP BROKER AND TO TRANSFERS TO OTHER BROKERAGE FIRMS.
AFTER THE
REQUIRED HOLDING
8
PERIOD, THE SHARES MAY BE TRANSFERRED (EITHER ELECTRONICALLY OR IN CERTIFICATE
FORM) TO OTHER ACCOUNTS OR TO OTHER BROKERAGE FIRMS.
(III)
THE FOREGOING PROCEDURES SHALL NOT IN ANY WAY LIMIT WHEN THE
PARTICIPANT MAY SELL HIS OR HER SHARES.
THESE PROCEDURES ARE DESIGNED SOLELY TO
ASSURE THAT ANY SALE OF SHARES PRIOR TO THE SATISFACTION OF THE REQUIRED