account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 11 hereof.
Any other
monies left over in a participant's account after the Exercise Date shall be
returned to the participant.
During a participant's lifetime, a participant's
option to purchase shares hereunder is exercisable only by him or her.
(B)
IF THE BOARD DETERMINES THAT, ON A GIVEN EXERCISE DATE, THE NUMBER
OF SHARES WITH RESPECT TO WHICH OPTIONS ARE TO BE EXERCISED MAY EXCEED (I) THE
NUMBER OF SHARES OF COMMON STOCK THAT WERE AVAILABLE FOR SALE UNDER THE PLAN ON
THE ENROLLMENT DATE OF THE APPLICABLE OFFERING PERIOD, OR (II) THE NUMBER OF
SHARES AVAILABLE FOR SALE UNDER THE PLAN ON SUCH EXERCISE DATE, THE BOARD MAY IN
ITS SOLE DISCRETION PROVIDE THAT THE COMPANY SHALL MAKE A PRO RATA ALLOCATION OF
THE SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE ON SUCH ENROLLMENT DATE OR
EXERCISE DATE, AS APPLICABLE, IN AS UNIFORM A MANNER AS SHALL BE PRACTICABLE AND
AS IT SHALL DETERMINE IN ITS SOLE DISCRETION TO BE EQUITABLE AMONG ALL
PARTICIPANTS EXERCISING OPTIONS TO PURCHASE COMMON STOCK ON SUCH EXERCISE DATE,
AND EITHER (X) CONTINUE ALL OFFERING PERIODS THEN IN EFFECT, OR (Y) TERMINATE
ANY OR ALL OFFERING PERIODS THEN IN EFFECT PURSUANT TO SECTION 21 HEREOF.
THE
COMPANY MAY MAKE A PRO RATA ALLOCATION OF THE SHARES AVAILABLE ON THE ENROLLMENT
DATE OF ANY APPLICABLE OFFERING PERIOD PURSUANT TO THE PRECEDING SENTENCE,
NOTWITHSTANDING ANY AUTHORIZATION OF ADDITIONAL SHARES FOR ISSUANCE UNDER THE
PLAN BY THE COMPANY'S STOCKHOLDERS SUBSEQUENT TO SUCH ENROLLMENT DATE.
9.
HOLDING PERIOD.
SHARES PURCHASED BY A PARTICIPANT SHALL BE HELD
IN THE PARTICIPANT'S ACCOUNT FOR A CERTAIN PERIOD OF TIME FROM THE DATE SUCH
SHARES WERE PURCHASED UNDER THE PLAN (THE "HOLDING PERIOD").
THE HOLDING PERIOD
FOR SHARES PURCHASED BEFORE NOVEMBER 1, 2000 SHALL BE A PERIOD OF ONE (1) YEAR
FROM THE DATE SUCH SHARES WERE PURCHASED UNDER THE PLAN.
THE HOLDING PERIOD FOR
SHARES PURCHASED AFTER NOVEMBER 1, 2000 SHALL BE A PERIOD OF SIXTY (60) DAYS
FROM THE DATE SUCH SHARES WERE PURCHASED UNDER THE PLAN.
IN THE EVENT OF A SALE
OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR A MERGER OF THE COMPANY
WITH OR INTO ANOTHER CORPORATION IN WHICH THE COMPANY IS NOT THE SURVIVING
ENTITY, THE HOLDING PERIOD SHALL LAPSE.
10.
DELIVERY.
AS PROMPTLY AS PRACTICABLE AFTER EACH EXERCISE DATE ON
WHICH A PURCHASE OF SHARES OCCURS, THE COMPANY SHALL CREDIT EACH PARTICIPANT'S
ACCOUNT UNDER THE PLAN WITH THE SHARES PURCHASED UPON EXERCISE OF HIS OR HER
OPTION.
AS PROMPTLY AS PRACTICABLE AFTER EXPIRATION OF EACH HOLDING PERIOD, THE
COMPANY SHALL ARRANGE THE DELIVERY (ELECTRONICALLY OR OTHERWISE) OF THE SHARES
PURCHASED UNDER THE PLAN TO EACH PARTICIPANT WHO PURCHASED SHARES THAT ARE BEING
RELEASED FROM THE HOLDING PERIOD.
11.
WITHDRAWAL.
(A)
A PARTICIPANT MAY WITHDRAW ALL BUT NOT LESS THAN ALL THE PAYROLL
DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT AND NOT YET USED TO EXERCISE