PLAN IF, (I) IMMEDIATELY AFTER THE GRANT, SUCH EMPLOYEE (TAKING INTO ACCOUNT
STOCK OWNED BY ANY OTHER PERSON WHOSE STOCK WOULD BE ATTRIBUTED TO SUCH EMPLOYEE
PURSUANT TO SECTION 424(D) OF THE CODE) WOULD OWN STOCK AND/OR HOLD OUTSTANDING
OPTIONS TO PURCHASE STOCK POSSESSING FIVE PERCENT (5%) OR MORE OF THE TOTAL
COMBINED VOTING POWER OR VALUE OF ALL CLASSES OF STOCK OF THE COMPANY OR OF ANY
SUBSIDIARY, OR (II) WHICH PERMITS THE EMPLOYEE'S RIGHTS TO PURCHASE STOCK UNDER
ALL EMPLOYEE STOCK PURCHASE PLANS OF THE COMPANY AND ITS SUBSIDIARIES TO ACCRUE
AT A RATE WHICH EXCEEDS $25,000 WORTH OF STOCK (DETERMINED AT THE FAIR MARKET
VALUE OF THE SHARES AT THE TIME SUCH OPTION IS GRANTED) FOR EACH CALENDAR YEAR
IN WHICH SUCH OPTION IS OUTSTANDING AT ANY TIME.
THE DETERMINATION OF THE
ACCRUAL OF THE RIGHT TO PURCHASE STOCK SHALL BE MADE IN ACCORDANCE WITH SECTION
423(B)(8) OF THE CODE AND THE REGULATIONS THERE UNDER.
(C)
OTHER LIMITS ON ELIGIBILITY.
NOTWITHSTANDING SUBSECTION (A),
ABOVE, THE FOLLOWING EMPLOYEES SHALL NOT BE ELIGIBLE TO PARTICIPATE IN THE PLAN
FOR ANY RELEVANT OFFER PERIOD: (I) EMPLOYEES WHOSE CUSTOMARY EMPLOYMENT IS 20
HOURS OR LESS PER WEEK; (II) EMPLOYEES WHOSE CUSTOMARY EMPLOYMENT IS FOR NOT
MORE THAN FIVE MONTHS IN ANY CALENDAR YEAR;
AND (III)
EMPLOYEES WHO ARE
SUBJECT TO RULES OR LAWS OF A FOREIGN JURISDICTION THAT PROHIBIT OR MAKE
IMPRACTICAL THE PARTICIPATION OF SUCH EMPLOYEES IN THE PLAN.
4.
OFFER PERIODS.
(A)
THE PLAN SHALL BE IMPLEMENTED THROUGH OVERLAPPING OR CONSECUTIVE
OFFER PERIODS UNTIL SUCH TIME AS (I) THE MAXIMUM NUMBER OF SHARES OF COMMON
STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL HAVE BEEN PURCHASED, OR (II)
THE PLAN SHALL HAVE BEEN SOONER TERMINATED IN ACCORDANCE WITH SECTION 19
HEREOF.
THE DURATION OF EACH OFFER PERIOD SHALL BE SET IN ADVANCE BY THE
ADMINISTRATOR, AND NO OFFER PERIOD SHALL HAVE A DURATION GREATER THAN 24 MONTHS.
(B)
A PARTICIPANT SHALL BE GRANTED A SEPARATE OPTION FOR EACH OFFER
PERIOD IN WHICH HE OR SHE PARTICIPATES.
THE OPTION SHALL BE GRANTED ON THE
ENROLLMENT DATE AND SHALL BE AUTOMATICALLY EXERCISED ON THE LAST DAY OF THE
OFFER PERIOD.
HOWEVER, WITH RESPECT TO ANY OFFER PERIOD, THE ADMINISTRATOR MAY
SPECIFY SHORTER PURCHASE PERIODS WITHIN AN OFFER PERIOD, SUCH THAT THE OPTION
GRANTED ON THE ENROLLMENT DATE SHALL BE AUTOMATICALLY EXERCISED
5
IN SUCCESSIVE INSTALLMENTS ON THE LAST DAY OF EACH PURCHASE PERIOD ENDING WITHIN
THE OFFER PERIOD.
(C)
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE ACQUISITION OF COMMON
STOCK THROUGH PARTICIPATION IN THE PLAN FOR ANY OFFER PERIOD SHALL NEITHER LIMIT
NOR REQUIRE THE ACQUISITION OF COMMON STOCK BY A PARTICIPANT IN ANY SUBSEQUENT
OFFER PERIOD.
5.
PARTICIPATION.
(A)
AN ELIGIBLE EMPLOYEE MAY BECOME A PARTICIPANT IN THE PLAN BY
COMPLETING A SUBSCRIPTION AGREEMENT AUTHORIZING PAYROLL DEDUCTIONS ON SUCH FORM
THE ADMINISTRATOR DESIGNATES FOR EVIDENCING ELECTIONS TO PARTICIPATE IN THIS
PLAN AND FILING IT IN ACCORDANCE WITH PROCEDURES ESTABLISHED BY THE
ADMINISTRATOR FOR SUCH PURPOSE AT LEAST 10 BUSINESS DAYS