TO
THE PARTICIPANT A RECORD OF THE COMMON STOCK PURCHASED AND THE BALANCE OF ANY
AMOUNT OF PAYROLL OR OTHER DEDUCTIONS FROM COMPENSATION CREDITED TO THE
PARTICIPANT'S ACCOUNT NOT USED FOR THE PURCHASE, EXCEPT AS SPECIFIED BELOW.
THE
COMMITTEE MAY PERMIT OR REQUIRE THAT SHARES BE DEPOSITED DIRECTLY WITH A BROKER
DESIGNATED BY THE COMMITTEE OR TO A DESIGNATED AGENT OF THE CORPORATION, AND THE
COMMITTEE MAY UTILIZE ELECTRONIC OR AUTOMATED METHODS OF SHARE TRANSFER.
THE
COMMITTEE MAY REQUIRE THAT SHARES BE RETAINED WITH SUCH BROKER OR AGENT FOR A
DESIGNATED PERIOD OF TIME AND/OR MAY ESTABLISH OTHER PROCEDURES TO PERMIT
TRACKING OF DISQUALIFYING DISPOSITIONS OF SUCH SHARES.
THE CORPORATION SHALL
RETAIN THE AMOUNT OF PAYROLL OR OTHER DEDUCTIONS FROM COMPENSATION USED TO
PURCHASE COMMON STOCK AS FULL PAYMENT FOR THE COMMON STOCK AND THE COMMON STOCK
SHALL THEN BE FULLY PAID AND NON-ASSESSABLE.
NO PARTICIPANT SHALL HAVE ANY
VOTING, DIVIDEND, OR OTHER STOCKHOLDER RIGHTS WITH RESPECT TO SHARES SUBJECT TO
ANY OPTION GRANTED UNDER THE PLAN UNTIL THE SHARES SUBJECT TO THE OPTION HAVE
BEEN PURCHASED AND DELIVERED TO THE PARTICIPANT AS PROVIDED IN THIS SECTION 9.
10.
RECAPITALIZATION.
IF AFTER THE GRANT OF AN
OPTION, BUT PRIOR TO THE PURCHASE OF COMMON STOCK UNDER THE OPTION, THERE IS ANY
INCREASE OR DECREASE IN THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK BECAUSE
OF A STOCK SPLIT, STOCK DIVIDEND, COMBINATION OR RECAPITALIZATION OF SHARES
SUBJECT TO OPTIONS, THE NUMBER OF SHARES TO BE PURCHASED PURSUANT TO AN OPTION,
THE PRICE PER SHARE OF COMMON STOCK COVERED BY AN OPTION AND THE MAXIMUM NUMBER
OF SHARES SPECIFIED IN SECTION 7.1 MAY BE APPROPRIATELY ADJUSTED BY THE BOARD,
AND THE BOARD SHALL TAKE ANY FURTHER ACTIONS WHICH, IN THE EXERCISE OF ITS
DISCRETION, MAY BE NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES.
THE
BOARD'S DETERMINATIONS UNDER THIS SECTION 10 SHALL BE CONCLUSIVE AND BINDING ON
ALL PARTIES.
11.
MERGER, LIQUIDATION, OTHER CORPORATION
TRANSACTIONS.
IN THE EVENT OF THE PROPOSED LIQUIDATION OR DISSOLUTION OF THE
CORPORATION, THE OFFERING PERIOD WILL TERMINATE IMMEDIATELY PRIOR TO THE
CONSUMMATION OF SUCH PROPOSED TRANSACTION, UNLESS OTHERWISE PROVIDED BY THE
BOARD IN ITS SOLE DISCRETION, AND ALL OUTSTANDING OPTIONS SHALL AUTOMATICALLY
TERMINATE AND THE AMOUNTS OF ALL PAYROLL DEDUCTIONS WILL BE REFUNDED WITHOUT
INTEREST TO THE PARTICIPANTS.
IN THE EVENT OF A PROPOSED SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION, OR THE MERGER OR
CONSOLIDATION OF THE CORPORATION WITH OR INTO ANOTHER CORPORATION, THEN IN THE
SOLE DISCRETION OF THE BOARD, (I) EACH OPTION SHALL BE ASSUMED OR AN EQUIVALENT
OPTION SHALL BE SUBSTITUTED BY THE SUCCESSOR CORPORATION OR PARENT OR SUBSIDIARY
OF SUCH SUCCESSOR CORPORATION, (II) A DATE
6
ESTABLISHED BY THE BOARD ON OR BEFORE THE DATE OF CONSUMMATION OF SUCH MERGER,
CONSOLIDATION OR SALE SHALL BE TREATED AS A PURCHASE DATE, AND ALL OUTSTANDING
OPTIONS SHALL BE EXERCISED ON SUCH DATE, OR (III) ALL OUTSTANDING OPTIONS SHALL
TERMINATE AND THE ACCUMULATED PAYROLL DEDUCTIONS WILL BE REFUNDED WITHOUT
INTEREST TO