SHALL NOT BE
OBLIGATED TO, WITHHOLD FROM THE PARTICIPANT'S COMPENSATION THE AMOUNT NECESSARY
FOR THE COMPANY TO MEET APPLICABLE WITHHOLDING OBLIGATIONS, INCLUDING ANY
WITHHOLDING REQUIRED TO MAKE AVAILABLE TO THE COMPANY ANY TAX DEDUCTIONS OR
BENEFITS ATTRIBUTABLE TO SALE OR EARLY DISPOSITION OF COMMON STOCK BY THE
ELIGIBLE EMPLOYEE.
7.
GRANT OF OPTION. ON THE ENTRY 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
THE COMPANY'S COMMON STOCK DETERMINED BY DIVIDING SUCH ELIGIBLE 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 ELIGIBLE EMPLOYEE BE PERMITTED TO PURCHASE
DURING EACH PURCHASE PERIOD MORE THAN 7,500(1) SHARES OF THE COMPANY'S COMMON
STOCK (SUBJECT TO ANY ADJUSTMENT PURSUANT TO SECTION 19), AND PROVIDED FURTHER
THAT SUCH PURCHASE SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTIONS
3(B) AND 6 HEREOF. THE ELIGIBLE EMPLOYEE MAY ACCEPT THE GRANT OF SUCH OPTION BY
TURNING IN A COMPLETED SUBSCRIPTION AGREEMENT (ATTACHED HERETO AS EXHIBIT A) TO
THE STOCK PLAN ADMINISTRATOR, ON A DATE DETERMINED BY SUCH ADMINISTRATOR, WHICH
SHALL BE NO LATER THAN FIVE (5) TRADING DAYS PRIOR TO AN APPLICABLE ENTRY DATE.
THE ADMINISTRATOR MAY, FOR FUTURE OFFERING PERIODS, INCREASE OR DECREASE, IN ITS
ABSOLUTE DISCRETION, THE MAXIMUM NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK
AN ELIGIBLE EMPLOYEE MAY PURCHASE DURING EACH PURCHASE PERIOD OF SUCH OFFERING
PERIOD. 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UNLESS THE PARTICIPANT HAS WITHDRAWN PURSUANT TO SECTION 10 HEREOF.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.
8.
EXERCISE OF OPTION.
(A)
UNLESS A PARTICIPANT WITHDRAWS FROM THE
PLAN AS PROVIDED IN SECTION 10 HEREOF, HIS OR HER OPTION FOR THE PURCHASE OF
SHARES SHALL BE EXERCISED AUTOMATICALLY ON THE EXERCISE DATE, AND THE MAXIMUM
NUMBER OF FULL SHARES 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 FUNDS 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.
(B)
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 (I) THE NUMBER OF SHARES OF
(1)
As adjusted for a May 2002 3-for-2