CORPORATION (OR AN
AFFILIATE THEREOF) DOES NOT AGREE TO ASSUME OR SUBSTITUTE FOR THE OPTIONS, THEN
THE BOARD SHALL SHORTEN ANY OFFERING PERIOD THEN IN PROGRESS BY SETTING A NEW
EXERCISE DATE, AND SUCH OFFERING PERIOD THEN IN PROGRESS SHALL TERMINATE ON THE
NEW EXERCISE DATE. THE NEW EXERCISE DATE SHALL BE BEFORE THE EFFECTIVE DATE OF
THE ACQUISITION. THE BOARD SHALL NOTIFY EACH PARTICIPANT IN WRITING, AT LEAST
TEN (10) DAYS PRIOR TO THE NEW EXERCISE DATE, THAT THE EXERCISE DATE FOR THE
PARTICIPANT'S OPTION HAS BEEN CHANGED TO THE NEW EXERCISE DATE AND THAT THE
PARTICIPANT'S OPTION SHALL BE EXERCISED AUTOMATICALLY ON THE NEW EXERCISE DATE,
UNLESS PRIOR TO SUCH DATE THE PARTICIPANT HAS WITHDRAWN FROM THE OFFERING PERIOD
AS PROVIDED IN SECTION 9 HEREOF.
17.
AMENDMENT OR TERMINATION.
A.
THE BOARD OF DIRECTORS OF THE COMPANY MAY AT ANY TIME AND FOR ANY REASON
TERMINATE OR AMEND THE PLAN. EXCEPT AS PROVIDED IN SECTION 16 HEREOF, NO SUCH
TERMINATION CAN AFFECT OPTIONS PREVIOUSLY GRANTED, PROVIDED THAT AN OFFERING
PERIOD MAY BE TERMINATED BY THE BOARD OF DIRECTORS IF THE
6
BOARD DETERMINES THAT THE TERMINATION OF THE PLAN IS IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS, AND UPON TERMINATION OF THE PLAN ALL AMOUNTS
IN THE ACCOUNTS OF PARTICIPATING EMPLOYEES SHALL BE PROMPTLY REFUNDED. EXCEPT AS
PROVIDED IN SECTION 16 HEREOF, NO AMENDMENT MAY MAKE ANY CHANGE IN ANY OPTION
THERETOFORE GRANTED WHICH ADVERSELY AFFECTS THE RIGHTS OF ANY PARTICIPANT
WITHOUT THE CONSENT OF THE PARTICIPANT. TO THE EXTENT NECESSARY TO COMPLY WITH
SECTION 423 OF THE CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER
APPLICABLE LAW, REGULATION OR STOCK EXCHANGE RULE), IF APPLICABLE, THE COMPANY
SHALL OBTAIN STOCKHOLDER APPROVAL IN SUCH A MANNER AND TO SUCH A DEGREE AS
REQUIRED.
B.
WITHOUT STOCKHOLDER CONSENT AND WITHOUT REGARD TO WHETHER ANY PARTICIPANT
RIGHTS MAY BE CONSIDERED TO HAVE BEEN "ADVERSELY AFFECTED," THE BOARD (OR ITS
COMMITTEE) SHALL BE ENTITLED TO CHANGE THE OFFERING PERIODS, LIMIT THE FREQUENCY
AND/OR NUMBER OF CHANGES IN THE AMOUNT WITHHELD DURING AN OFFERING PERIOD,
ESTABLISH THE EXCHANGE RATIO APPLICABLE TO AMOUNTS WITHHELD IN A CURRENCY OTHER
THAN U.S. DOLLARS, PERMIT PAYROLL WITHHOLDING IN EXCESS OF THE AMOUNT DESIGNATED
BY A PARTICIPANT IN ORDER TO ADJUST FOR DELAYS OR MISTAKES IN THE COMPANY'S
PROCESSING OF PROPERLY COMPLETED WITHHOLDING ELECTIONS, ESTABLISH REASONABLE
WAITING AND ADJUSTMENT PERIODS AND/OR ACCOUNTING AND CREDITING PROCEDURES TO
ENSURE THAT AMOUNTS APPLIED TOWARD THE PURCHASE OF COMMON STOCK FOR EACH
PARTICIPANT PROPERLY CORRESPOND WITH AMOUNTS WITHHELD FROM THE PARTICIPANT'S
COMPENSATION, AND ESTABLISH SUCH OTHER LIMITATIONS OR PROCEDURES AS THE BOARD
(OR ITS COMMITTEE) DETERMINES IN ITS SOLE DISCRETION ADVISABLE WHICH ARE
CONSISTENT WITH THE PLAN.
18.
NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS BY A PARTICIPANT TO
THE COMPANY UNDER OR IN CONNECTION WITH THE PLAN SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN WHEN RECEIVED IN THE FORM SPECIFIED BY THE COMPANY AT THE LOCATION,
OR BY THE PERSON, DESIGNATED BY THE COMPANY FOR