HOLDING
PERIOD IS MADE THROUGH THE ESPP BROKERAGE ACCOUNT.
IN ADDITION, THE PARTICIPANT
MAY REQUEST A STOCK CERTIFICATE OR SHARE TRANSFER FROM HIS OR HER ESPP BROKERAGE
ACCOUNT PRIOR TO THE SATISFACTION OF THE REQUIRED HOLDING PERIOD SHOULD THE
PARTICIPANT WISH TO MAKE A GIFT OF ANY SHARES HELD IN THAT ACCOUNT.
HOWEVER,
SHARES MAY NOT BE TRANSFERRED (EITHER ELECTRONICALLY OR IN CERTIFICATE FORM)
FROM THE ESPP BROKERAGE ACCOUNT FOR USE AS COLLATERAL FOR A LOAN, UNLESS THOSE
SHARES HAVE BEEN HELD FOR THE REQUIRED HOLDING PERIOD.
(IV)
THE FOREGOING PROCEDURES SHALL APPLY TO ALL SHARES PURCHASED BY
THE PARTICIPANT UNDER THE PLAN, WHETHER OR NOT THE PARTICIPANT CONTINUES IN
EMPLOYEE STATUS.
9.
ACCRUAL LIMITATIONS
(A)
DOLLAR LIMITATION.
NOTWITHSTANDING ANYTHING IN THE PLAN TO THE CONTRARY,
NO PARTICIPANT SHALL BE ENTITLED TO ACCRUE RIGHTS TO ACQUIRE COMMON STOCK
PURSUANT TO ANY PURCHASE RIGHT OUTSTANDING UNDER THIS PLAN IF AND TO THE EXTENT
THAT SUCH ACCRUAL, WHEN AGGREGATED WITH (I) RIGHTS TO PURCHASE COMMON STOCK
ACCRUED UNDER ANY OTHER PURCHASE RIGHT GRANTED UNDER THIS PLAN AND (II) SIMILAR
RIGHTS ACCRUED UNDER OTHER EMPLOYEE STOCK PURCHASE PLANS (WITHIN THE MEANING OF
CODE SECTION 423) OF THE COMPANY OR ANY COMPANY AFFILIATE, WOULD OTHERWISE
PERMIT THE PARTICIPANT TO PURCHASE MORE THAN $25,000 WORTH OF STOCK OF THE
COMPANY OR ANY COMPANY AFFILIATE (DETERMINED ON THE BASIS OF THE FAIR MARKET
VALUE PER SHARE ON THE DATE OR DATES SUCH RIGHTS ARE GRANTED) FOR EACH CALENDAR
YEAR IN WHICH SUCH RIGHTS ARE AT ANY TIME OUTSTANDING.
(B)
APPLICATION OF DOLLAR LIMITATION.
FOR PURPOSES OF APPLYING SUCH ACCRUAL
LIMITATIONS TO THE PURCHASE RIGHTS GRANTED UNDER THE PLAN, THE FOLLOWING
PROVISIONS SHALL APPLY:
(I)
THE RIGHT TO ACQUIRE COMMON STOCK UNDER EACH OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE ON EACH PURCHASE DATE ON WHICH SUCH RIGHT REMAINS
OUTSTANDING.
(II)
NO RIGHT TO ACQUIRE COMMON STOCK UNDER ANY OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE TO THE EXTENT THE PARTICIPANT HAS ALREADY ACCRUED IN THE SAME
CALENDAR YEAR THE RIGHT TO ACQUIRE COMMON STOCK UNDER ONE OR MORE OTHER PURCHASE
RIGHTS AT A RATE EQUAL TO $25,000 WORTH OF COMMON STOCK (DETERMINED ON THE BASIS
OF THE FAIR MARKET VALUE PER SHARE ON THE DATE OR DATES OF GRANT) FOR EACH
CALENDAR YEAR IN WHICH SUCH RIGHTS WERE AT ANY TIME OUTSTANDING.
(III)
IF A PURCHASE RIGHT IS OUTSTANDING IN MORE THAN ONE CALENDAR
YEAR, THEN COMMON STOCK PURCHASED PURSUANT TO THE EXERCISE OF SUCH PURCHASE
9
RIGHT SHALL BE APPLIED FIRST, TO THE EXTENT ALLOWABLE UNDER THIS ARTICLE,
AGAINST THE $25,000 LIMITATION FOR THE EARLIEST YEAR IN WHICH THE PURCHASE RIGHT
WAS OUTSTANDING, THEN, AGAINST THE $25,000 LIMITATION FOR EACH SUCCEEDING YEAR,
IN ORDER.
(C)
REFUND.
IF BY REASON OF SUCH ACCRUAL LIMITATIONS, ANY PURCHASE RIGHT OF A
PARTICIPANT DOES NOT ACCRUE FOR A PARTICULAR OFFERING PERIOD, THEN THE PAYROLL
DEDUCTIONS THAT THE PARTICIPANT MADE DURING THAT OFFERING PERIOD WITH RESPECT TO
SUCH PURCHASE RIGHT SHALL BE PROMPTLY REFUNDED.
(D)
CONFLICT.
IN THE EVENT THERE IS ANY CONFLICT