PLAN
5
(by making a timely filing of the prescribed enrollment forms) on or before his
or her scheduled Entry Date into the offering period.
G.
CHANGE OF CONTROL.
EACH OUTSTANDING
PURCHASE RIGHT SHALL AUTOMATICALLY BE EXERCISED, IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE OF ANY CHANGE OF CONTROL, BY APPLYING THE PAYROLL DEDUCTIONS OF
EACH PARTICIPANT FOR THE PURCHASE INTERVAL IN WHICH SUCH CHANGE OF CONTROL
OCCURS TO THE PURCHASE OF WHOLE SHARES OF COMMON STOCK AT THE PURCHASE PRICE PER
SHARE ESTABLISHED BY THE PLAN ADMINISTRATOR FOR THE APPLICABLE OFFERING PERIOD,
TREATING AS THE PURCHASE DATE FOR THIS PURPOSE THE DATE ON WHICH SHARES ARE
PURCHASED IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE OF CONTROL .
HOWEVER, THE APPLICABLE LIMITATION ON THE NUMBER OF SHARES OF COMMON STOCK
PURCHASABLE BY ALL PARTICIPANTS IN THE AGGREGATE SHALL NOT APPLY TO ANY SUCH
PURCHASE.
The Corporation shall use its best efforts to provide at least ten (10)-days
prior written notice of the occurrence of any Change of Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change of Control.
H.
PRORATION OF PURCHASE RIGHTS.
SHOULD THE
TOTAL NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED PURSUANT TO OUTSTANDING
PURCHASE RIGHTS ON ANY PARTICULAR DATE EXCEED THE NUMBER OF SHARES THEN
AVAILABLE FOR ISSUANCE UNDER THE PLAN, THE PLAN ADMINISTRATOR SHALL MAKE A
PRO-RATA ALLOCATION OF THE AVAILABLE SHARES ON A UNIFORM AND NONDISCRIMINATORY
BASIS, AND THE PAYROLL DEDUCTIONS OF EACH PARTICIPANT, TO THE EXTENT IN EXCESS
OF THE AGGREGATE PURCHASE PRICE PAYABLE FOR THE COMMON STOCK PRO-RATED TO SUCH
INDIVIDUAL, SHALL BE REFUNDED.
I.
ASSIGNABILITY.
THE PURCHASE RIGHT
SHALL BE EXERCISABLE ONLY BY THE PARTICIPANT AND SHALL NOT BE ASSIGNABLE OR
TRANSFERABLE BY THE PARTICIPANT.
J.
STOCKHOLDER RIGHTS.
A PARTICIPANT
SHALL HAVE NO STOCKHOLDER RIGHTS WITH RESPECT TO THE SHARES SUBJECT TO HIS OR
HER OUTSTANDING PURCHASE RIGHT UNTIL THE SHARES ARE PURCHASED ON THE
PARTICIPANT'S BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE
PARTICIPANT HAS BECOME A HOLDER OF RECORD OF THE PURCHASED SHARES.
VIII.
ACCRUAL LIMITATIONS
A.
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 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 CORPORATION OR ANY CORPORATE
AFFILIATE, WOULD OTHERWISE PERMIT SUCH PARTICIPANT TO PURCHASE MORE THAN
TWENTY-FIVE THOUSAND DOLLARS ($25,000) WORTH OF STOCK OF THE CORPORATION OR ANY
CORPORATE 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 SUCH RIGHTS
ARE AT ANY TIME OUTSTANDING.
B.
FOR PURPOSES OF APPLYING SUCH ACCRUAL
LIMITATIONS TO THE PURCHASE RIGHTS