TO
ASSUME OR SUBSTITUTE FOR THE OPTION, THE OFFERING PERIOD THEN IN PROGRESS SHALL
BE SHORTENED BY SETTING A NEW EXERCISE DATE AND SHALL END ON THE NEW EXERCISE
DATE.
THE NEW
8
EXERCISE DATE SHALL BE BEFORE THE DATE OF THE COMPANY'S PROPOSED MERGER OR
CHANGE IN CONTROL.
THE ADMINISTRATOR SHALL NOTIFY EACH PARTICIPANT IN WRITING,
AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE NEW EXERCISE DATE, THAT THE
EXERCISE DATE FOR THE PARTICIPANT'S OPTION HAS BEEN CHANGED TO THE NEW EXERCISE
DATE AND THAT THE PARTICIPANT'S OPTION SHALL BE EXERCISED AUTOMATICALLY ON THE
NEW EXERCISE DATE, UNLESS PRIOR TO SUCH DATE THE PARTICIPANT HAS WITHDRAWN FROM
THE OFFERING PERIOD AS PROVIDED IN SECTION 10 HEREOF.
19.
AMENDMENT OR TERMINATION.
(A)
THE ADMINISTRATOR MAY AT ANY TIME AND FOR ANY REASON TERMINATE OR
AMEND THE PLAN.
EXCEPT AS PROVIDED IN SECTION 19 AND THIS SECTION 20 HEREOF, NO
AMENDMENT MAY MAKE ANY CHANGE IN ANY OPTION THERETOFORE GRANTED WHICH ADVERSELY
AFFECTS THE RIGHTS OF ANY PARTICIPANT UNLESS THEIR CONSENT IS OBTAINED.
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 OF ANY AMENDMENT 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, 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.
(C)
WITHOUT REGARD TO WHETHER ANY PARTICIPANT'S RIGHTS MAY BE
CONSIDERED TO HAVE BEEN "ADVERSELY AFFECTED", IN THE EVENT THE ADMINISTRATOR
DETERMINES THAT THE ONGOING OPERATION OF THE PLAN MAY RESULT IN UNFAVORABLE
FINANCIAL ACCOUNTING CONSEQUENCES, THE BOARD MAY, IN ITS DISCRETION AND, TO THE
EXTENT NECESSARY OR DESIRABLE, MODIFY OR AMEND THE PLAN TO REDUCE OR ELIMINATE
SUCH ACCOUNTING CONSEQUENCE INCLUDING:
(I)
INCREASING THE PURCHASE PRICE FOR ANY OFFERING PERIOD INCLUDING AN
OFFERING PERIOD UNDERWAY AT THE TIME OF THE CHANGE IN PURCHASE PRICE;
(II)
SHORTENING ANY OFFERING PERIOD SO THAT OFFERING PERIOD ENDS ON A NEW
EXERCISE DATE, INCLUDING AN OFFERING PERIOD UNDERWAY AT THE TIME OF THE BOARD
ACTION; AND
(III)
REDUCING THE NUMBER OF SHARES THAT MAY BE PURCHASED UPON EXERCISE OF
OUTSTANDING OPTIONS.
Such modifications or amendments shall