THERETOFORE GRANTED WHICH ADVERSELY
AFFECTS THE RIGHTS OF ANY PARTICIPANT.
TO THE EXTENT NECESSARY TO COMPLY WITH
SECTION 423 OF THE CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER
APPLICABLE LAW, REGULATION OR STOCK EXCHANGE RULE), THE COMPANY SHALL OBTAIN
STOCKHOLDER APPROVAL IN SUCH A MANNER AND TO SUCH A DEGREE AS REQUIRED.
(B)
WITHOUT STOCKHOLDER CONSENT AND WITHOUT
REGARD TO WHETHER ANY PARTICIPANT RIGHTS MAY BE CONSIDERED TO HAVE BEEN
"ADVERSELY AFFECTED," THE ADMINISTRATOR SHALL BE ENTITLED TO CHANGE THE OFFERING
PERIODS OR PURCHASE PERIODS, LIMIT THE FREQUENCY AND/OR NUMBER OF CHANGES IN THE
AMOUNT WITHHELD DURING AN OFFERING PERIOD, ESTABLISH THE EXCHANGE RATIO
APPLICABLE TO AMOUNTS WITHHELD IN A CURRENCY OTHER THAN U.S. DOLLARS, PERMIT
PAYROLL WITHHOLDING IN EXCESS OF THE AMOUNT DESIGNATED BY A PARTICIPANT IN ORDER
TO ADJUST FOR DELAYS OR MISTAKES IN THE COMPANY'S PROCESSING OF PROPERLY
COMPLETED WITHHOLDING ELECTIONS, ESTABLISH REASONABLE WAITING AND ADJUSTMENT
PERIODS AND/OR ACCOUNTING AND CREDITING PROCEDURES TO ENSURE THAT AMOUNTS
APPLIED TOWARD THE PURCHASE OF COMMON STOCK FOR EACH PARTICIPANT PROPERLY
CORRESPOND WITH AMOUNTS WITHHELD FROM THE PARTICIPANT'S COMPENSATION, AND
ESTABLISH SUCH OTHER LIMITATIONS OR PROCEDURES AS THE ADMINISTRATOR DETERMINES
IN ITS SOLE DISCRETION ADVISABLE WHICH ARE CONSISTENT WITH THE PLAN.
7
20.
NOTICES.
ALL NOTICES OR OTHER
COMMUNICATIONS BY A PARTICIPANT TO THE COMPANY UNDER OR IN CONNECTION WITH THE
PLAN SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED IN THE FORM SPECIFIED
BY THE COMPANY AT THE LOCATION, OR BY THE PERSON, DESIGNATED BY THE COMPANY FOR
THE RECEIPT THEREOF.
21.
CONDITIONS UPON ISSUANCE OF SHARES.
SHARES
SHALL NOT BE ISSUED WITH RESPECT TO AN OPTION UNLESS THE EXERCISE OF SUCH OPTION
AND THE ISSUANCE AND DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL COMPLY WITH
ALL APPLICABLE PROVISIONS OF LAW, DOMESTIC OR FOREIGN, INCLUDING, WITHOUT
LIMITATION, THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND THE
REQUIREMENTS OF ANY STOCK EXCHANGE OR STOCK MARKET UPON WHICH THE SHARES MAY
THEN BE LISTED, AND SHALL BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE
COMPANY WITH RESPECT TO SUCH COMPLIANCE.
As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.
22.
NO RIGHTS AS AN EMPLOYEE.
NOTHING IN THE
PLAN OR IN ANY RIGHT GRANTED UNDER THE PLAN SHALL CONFER UPON A PARTICIPANT ANY
RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY OR ANY DESIGNATED SUBSIDIARY FOR
ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR OTHERWISE RESTRICT IN ANY
WAY THE RIGHTS OF THE COMPANY OR ANY DESIGNATED SUBSIDIARY OR OF A PARTICIPANT,
WHICH RIGHTS ARE