TO MAKE AVAILABLE ANY TAX DEDUCTIONS OR BENEFITS ATTRIBUTABLE TO SALE OR EARLY
DISPOSITION OF COMMON STOCK BY THE EMPLOYEE.
7.
GRANT OF OPTION.
ON THE ENROLLMENT
DATE OF EACH OFFERING PERIOD, EACH ELIGIBLE EMPLOYEE PARTICIPATING IN SUCH
OFFERING PERIOD SHALL BE GRANTED AN OPTION TO PURCHASE ON EACH EXERCISE DATE
DURING SUCH OFFERING PERIOD (AT THE APPLICABLE PURCHASE PRICE) UP TO A NUMBER OF
SHARES OF COMMON STOCK DETERMINED BY DIVIDING SUCH EMPLOYEE'S PAYROLL DEDUCTIONS
ACCUMULATED PRIOR TO SUCH EXERCISE DATE AND RETAINED IN THE PARTICIPANT'S
ACCOUNT AS OF THE EXERCISE DATE BY THE APPLICABLE PURCHASE PRICE; PROVIDED THAT
IN NO EVENT SHALL AN EMPLOYEE BE PERMITTED TO PURCHASE DURING EACH PURCHASE
PERIOD MORE THAN EIGHT THOUSAND (8,000) SHARES OF COMMON STOCK (SUBJECT TO ANY
ADJUSTMENT PURSUANT TO SECTION 18) ON THE ENROLLMENT DATE, AND PROVIDED FURTHER
THAT SUCH PURCHASE SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTIONS 3(B) AND 13 HEREOF.
EXERCISE OF THE OPTION SHALL OCCUR AS PROVIDED IN
SECTION 8 HEREOF, UNLESS THE PARTICIPANT HAS WITHDRAWN PURSUANT TO SECTION 10
HEREOF.
THE OPTION SHALL EXPIRE ON THE LAST DAY OF THE OFFERING PERIOD.
4
8.
EXERCISE OF OPTION.
UNLESS A
PARTICIPANT WITHDRAWS FROM THE PLAN AS PROVIDED IN SECTION 10 HEREOF, HIS OR HER
OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK SHALL BE EXERCISED
AUTOMATICALLY ON THE EXERCISE DATE, AND THE MAXIMUM NUMBER OF FULL SHARES OF
COMMON STOCK SUBJECT TO OPTION SHALL BE PURCHASED FOR SUCH PARTICIPANT AT THE
APPLICABLE PURCHASE PRICE WITH THE ACCUMULATED PAYROLL DEDUCTIONS IN HIS OR HER
ACCOUNT.
NO FRACTIONAL SHARES SHALL BE PURCHASED; ANY PAYROLL DEDUCTIONS
ACCUMULATED IN A PARTICIPANT'S ACCOUNT WHICH ARE NOT SUFFICIENT TO PURCHASE A
FULL SHARE SHALL BE RETAINED IN THE PARTICIPANT'S ACCOUNT FOR THE SUBSEQUENT
PURCHASE PERIOD OR OFFERING PERIOD, SUBJECT TO EARLIER WITHDRAWAL BY THE
PARTICIPANT AS PROVIDED IN SECTION 10 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.
9.
DELIVERY.
AS PROMPTLY AS PRACTICABLE
AFTER EACH EXERCISE DATE ON WHICH A PURCHASE OF SHARES OCCURS, A SHARE
CERTIFICATE OR CERTIFICATES REPRESENTING THE NUMBER OF SHARES OF COMMON STOCK SO
PURCHASED SHALL BE DELIVERED TO A BROKERAGE ACCOUNT DESIGNATED BY THE COMPANY
AND KEPT IN SUCH ACCOUNT PURSUANT TO A SUBSCRIPTION AGREEMENT BETWEEN EACH
PARTICIPANT AND THE COMPANY AND SUBJECT TO THE CONDITIONS DESCRIBED THEREIN
WHICH MAY INCLUDE A REQUIREMENT THAT SHARES BE HELD AND NOT SOLD FOR CERTAIN
TIME PERIODS, OR THE COMPANY SHALL ESTABLISH SOME OTHER MEANS FOR SUCH
PARTICIPANTS TO RECEIVE OWNERSHIP OF THE SHARES.
10.
DISCONTINUATION; WITHDRAWAL.
(A)
A PARTICIPANT MAY DISCONTINUE HIS OR HER
PARTICIPATION IN THE PLAN ONLY BY WITHDRAWING FROM THE PLAN AS PROVIDED IN THIS
SECTION 10.
A PARTICIPANT MAY WITHDRAW ALL BUT NOT LESS THAN ALL THE PAYROLL
DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT AND NOT YET USED TO