TO PLAN ACCOUNTS, EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY THE
COMMITTEE.
(B)
PURCHASE PRICE.
THE PURCHASE PRICE FOR EACH
SHARE OF STOCK PURCHASED AT THE CLOSE OF AN ACCUMULATION PERIOD SHALL NOT BE
LESS THAN THE LOWER OF:
(I)
85% OF THE FAIR MARKET VALUE OF SUCH
SHARE ON THE LAST TRADING DAY BEFORE THE COMMENCEMENT OF THE APPLICABLE OFFERING
PERIOD (AS DETERMINED UNDER
5
SECTION 4(F)) OR, IN THE CASE OF THE FIRST OFFERING PERIOD UNDER THE PLAN, 85%
OF THE PRICE AT WHICH ONE SHARE OF STOCK IS OFFERED TO THE PUBLIC IN THE IPO; OR
(II)
85% OF THE FAIR MARKET VALUE OF SUCH SHARE
ON THE LAST TRADING DAY IN SUCH ACCUMULATION PERIOD.
(III)
THE COMMITTEE MAY DETERMINE AT ANY TIME
PRIOR TO THE START OF AN ACCUMULATION PERIOD THAT THE PURCHASE PRICE WILL BE
SUCH PERCENTAGE OF THE FAIR MARKET VALUE AS THE COMMITTEE SHALL DETERMINE
PROVIDED THAT THE PRICE SHALL NOT BE LOWER THAN 85% NOR HIGHER THAN 100% OF THE
FAIR MARKET VALUE OF SUCH SHARE ON THE LAST TRADING DAY BEFORE THE COMMENCEMENT
OF THE APPLICABLE OFFERING PERIOD OR ON THE LAST TRADING DAY OF AN ACCUMULATION
PERIOD (WHICHEVER OF SUCH DAYS IS SELECTED BY THE COMMITTEE).
(C)
NUMBER OF SHARES PURCHASED.
AS OF THE LAST
DAY OF EACH ACCUMULATION PERIOD, EACH PARTICIPANT SHALL BE DEEMED TO HAVE
ELECTED TO PURCHASE THE NUMBER OF SHARES OF STOCK CALCULATED IN ACCORDANCE WITH
THIS SUBSECTION (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 PLAN 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 PLAN ACCOUNT.
THE FOREGOING NOTWITHSTANDING, NO
PARTICIPANT SHALL PURCHASE MORE THAN 2,500 SHARES OF STOCK WITH RESPECT TO ANY
ACCUMULATION PERIOD NOR MORE THAN THE AMOUNTS OF STOCK SET FORTH IN
SECTIONS 3(A) AND 9(B).
THE COMMITTEE MAY DETERMINE WITH RESPECT TO ALL
PARTICIPANTS THAT ANY FRACTIONAL SHARE, AS CALCULATED UNDER THIS SUBSECTION (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 ACCUMULATION PERIOD EXCEEDS THE MAXIMUM NUMBER OF SHARES REMAINING
AVAILABLE FOR ISSUANCE UNDER SECTION 3, 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 SUCH FRACTION IS THE
NUMBER OF SHARES THAT SUCH PARTICIPANT HAS ELECTED TO PURCHASE, AND THE
DENOMINATOR OF SUCH FRACTION IS THE NUMBER OF SHARES THAT ALL PARTICIPANTS HAVE
ELECTED TO PURCHASE.
(E)
ISSUANCE OF STOCK.
CERTIFICATES
REPRESENTING THE SHARES OF STOCK PURCHASED BY A PARTICIPANT UNDER THE PLAN SHALL
BE ISSUED TO HIM OR HER AS SOON AS REASONABLY PRACTICABLE AFTER THE CLOSE OF THE
APPLICABLE ACCUMULATION PERIOD,