COMMON STOCK AVAILABLE FOR SALE DURING ANY OFFER PERIOD
OR PURCHASE PERIOD.
IF THE ADMINISTRATOR DETERMINES THAT ON A GIVEN EXERCISE
DATE THE NUMBER OF SHARES WITH RESPECT TO WHICH OPTIONS ARE TO BE EXERCISED MAY
EXCEED (X) THE NUMBER OF SHARES THEN AVAILABLE FOR SALE UNDER THE PLAN OR (Y)
THE NUMBER OF SHARES AVAILABLE FOR SALE UNDER THE PLAN ON THE
8
ENROLLMENT DATE OF THE OFFER PERIOD, OR ON THE FIRST DAY OF A PURCHASE PERIOD,
IN WHICH SUCH EXERCISE DATE IS TO OCCUR, THE ADMINISTRATOR MAY MAKE A PRO RATA
ALLOCATION OF THE SHARES REMAINING AVAILABLE FOR PURCHASE ON SUCH ENROLLMENT
DATES OR EXERCISE DATE, AS APPLICABLE, IN AS UNIFORM A MANNER AS SHALL BE
PRACTICABLE AND AS IT SHALL DETERMINE TO BE EQUITABLE, AND SHALL EITHER CONTINUE
ALL OFFER PERIODS THEN IN EFFECT OR TERMINATE ANY ONE OR MORE OFFER PERIODS THEN
IN EFFECT PURSUANT TO SECTION 19, BELOW.
(B)
A PARTICIPANT WILL HAVE NO INTEREST OR VOTING RIGHT IN SHARES
COVERED BY THE PARTICIPANT'S OPTION UNTIL SUCH SHARES ARE ACTUALLY PURCHASED ON
THE PARTICIPANT'S BEHALF IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE
PLAN.
NO ADJUSTMENT SHALL BE MADE FOR DIVIDENDS, DISTRIBUTIONS OR OTHER RIGHTS
FOR WHICH THE RECORD DATE IS PRIOR TO THE DATE OF SUCH PURCHASE.
(C)
SHARES TO BE DELIVERED TO A PARTICIPANT UNDER THE PLAN WILL BE
REGISTERED IN THE NAME OF THE PARTICIPANT, IN THE NAME OF THE PARTICIPANT AND
HIS OR HER SPOUSE, OR IN THE NAME OF A GRANTOR TRUST (WITHIN THE MEANING OF
SECTIONS 671 ET SEQ. OF THE CODE) OF WHICH THE PARTICIPANT IS THE GRANTOR.
13.
ADMINISTRATION.
(A)
IN GENERAL.
THE PLAN SHALL BE ADMINISTERED BY THE ADMINISTRATOR
WHICH SHALL HAVE FULL AND EXCLUSIVE DISCRETIONARY AUTHORITY TO CONSTRUE,
INTERPRET AND APPLY THE TERMS OF THE PLAN, TO DETERMINE ELIGIBILITY AND TO
ADJUDICATE ALL DISPUTED CLAIMS FILED UNDER THE PLAN.
EVERY FINDING, DECISION
AND DETERMINATION MADE BY THE ADMINISTRATOR SHALL, TO THE FULL EXTENT PERMITTED
BY APPLICABLE LAW, BE FINAL AND BINDING UPON ALL PERSONS.
EXCEPT AS SET FORTH
IN SECTION 13(B), THE ADMINISTRATOR MAY DELEGATE ITS DUTIES TO ONE OR MORE
OFFICERS OF THE COMPANY OR OTHER PERSONS.
(B)
RULE 16B-3 LIMITATIONS.
NOTWITHSTANDING THE PROVISIONS OF SECTION
13(A), IN THE EVENT THAT THE COMPANY SHALL AT ANY TIME BE SUBJECT TO SECTION 16
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), AND RULE 16B-3 PROMULGATED THERE UNDER OR ANY SUCCESSOR PROVISION ("RULE
16B-3") PROVIDES SPECIFIC REQUIREMENTS FOR THE ADMINISTRATORS OF PLANS OF THIS
TYPE, THEN AT SUCH TIME THE PLAN SHALL BE ADMINISTERED WITH RESPECT TO
PARTICIPANTS WHO ARE "OFFICERS" WITHIN THE MEANING OF RULE 16A-1(F) ONLY BY SUCH
A BODY AND IN SUCH A MANNER AS SHALL COMPLY WITH THE APPLICABLE REQUIREMENTS OF
RULE 16B-3; PROVIDED, HOWEVER, THAT NO FAILURE OF THE ADMINISTRATOR TO MEET SUCH
APPLICABLE REQUIREMENTS OF RULE 16B-3 SHALL RENDER INEFFECTIVE OR VOID ANY
OPTION GRANTED UNDER THIS PLAN.
14.
DESIGNATION OF BENEFICIARY.
(A)