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PARTICIPANT HAS WITHDRAWN PURSUANT TO SECTION 10 HEREOF.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.
5
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 EXERCISE HIS OR HER