THE PARTICIPANT AND SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY THE PARTICIPANT.
L.
STOCKHOLDER RIGHTS.
A PARTICIPANT SHALL HAVE NO STOCKHOLDER
RIGHTS WITH RESPECT TO THE SHARES SUBJECT TO HIS OR HER OUTSTANDING PURCHASE
RIGHT UNTIL THE SHARES ARE PURCHASED ON THE PARTICIPANT'S BEHALF IN ACCORDANCE
WITH THE PROVISIONS OF THE PLAN AND THE PARTICIPANT HAS BECOME A HOLDER OF
RECORD OF THE PURCHASED SHARES.
VIII.
ACCRUAL LIMITATIONS
A.
NO PARTICIPANT SHALL BE ENTITLED TO ACCRUE RIGHTS TO ACQUIRE
COMMON STOCK PURSUANT TO ANY PURCHASE RIGHT OUTSTANDING UNDER THIS PLAN IF AND
TO THE EXTENT SUCH ACCRUAL, WHEN AGGREGATED WITH (I) RIGHTS TO PURCHASE COMMON
STOCK ACCRUED UNDER ANY OTHER PURCHASE RIGHT GRANTED UNDER THIS PLAN AND
(II) SIMILAR RIGHTS ACCRUED UNDER OTHER EMPLOYEE STOCK PURCHASE PLANS (WITHIN
THE MEANING OF CODE SECTION 423)) OF THE CORPORATION OR ANY CORPORATE AFFILIATE,
WOULD OTHERWISE PERMIT SUCH PARTICIPANT TO PURCHASE MORE THAN TWENTY-FIVE
THOUSAND DOLLARS ($25,000.00) WORTH OF STOCK OF THE CORPORATION OR ANY CORPORATE
AFFILIATE (DETERMINED ON THE
5
BASIS OF THE FAIR MARKET VALUE PER SHARE ON THE DATE OR DATES SUCH RIGHTS ARE
GRANTED) FOR EACH CALENDAR YEAR SUCH RIGHTS ARE AT ANY TIME OUTSTANDING.
B.
FOR PURPOSES OF APPLYING SUCH ACCRUAL LIMITATIONS TO THE PURCHASE
RIGHTS GRANTED UNDER THE PLAN, THE FOLLOWING PROVISIONS SHALL BE IN EFFECT:
(I)
THE RIGHT TO ACQUIRE COMMON STOCK UNDER EACH OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE ON EACH PURCHASE DATE DURING THE OFFERING PERIOD IN WHICH
SUCH RIGHT REMAINS OUTSTANDING.
(II)
NO RIGHT TO ACQUIRE COMMON STOCK UNDER ANY OUTSTANDING PURCHASE
RIGHT SHALL ACCRUE TO THE EXTENT THE PARTICIPANT HAS ALREADY ACCRUED IN THE SAME
CALENDAR YEAR THE RIGHT TO ACQUIRE COMMON STOCK UNDER ONE OR MORE OTHER PURCHASE
RIGHTS AT A RATE EQUAL TO TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) WORTH OF
COMMON STOCK (DETERMINED ON THE BASIS OF THE FAIR MARKET VALUE PER SHARE ON THE
DATE OR DATES OF GRANT) FOR EACH CALENDAR YEAR SUCH RIGHTS WERE AT ANY TIME
OUTSTANDING.
C.
IF BY REASON OF SUCH ACCRUAL LIMITATIONS, ANY PURCHASE RIGHT OF A
PARTICIPANT DOES NOT ACCRUE FOR A PARTICULAR OFFERING PERIOD, THEN THE PAYROLL
DEDUCTIONS THAT THE PARTICIPANT MADE DURING THAT OFFERING PERIOD WITH RESPECT TO
SUCH PURCHASE RIGHT SHALL BE PROMPTLY REFUNDED.
D.
IN THE EVENT THERE IS ANY CONFLICT BETWEEN THE PROVISIONS OF THIS
ARTICLE AND ONE OR MORE PROVISIONS OF THE PLAN OR ANY INSTRUMENT ISSUED
THEREUNDER, THE PROVISIONS OF THIS ARTICLE SHALL BE CONTROLLING.
IX.
EFFECTIVE DATE AND TERM OF THE PLAN
A.
THE PLAN WAS ADOPTED BY THE BOARD ON NOVEMBER 5, 2008, AND SHALL
BECOME EFFECTIVE AT THE EFFECTIVE TIME, PROVIDED NO PURCHASE RIGHTS GRANTED
UNDER THE PLAN SHALL BE EXERCISED, AND NO SHARES OF COMMON STOCK SHALL BE ISSUED
HEREUNDER, UNTIL THE CORPORATION SHALL HAVE COMPLIED WITH ALL APPLICABLE
REQUIREMENTS OF THE 1933 ACT (INCLUDING THE REGISTRATION OF THE SHARES OF COMMON
STOCK ISSUABLE UNDER THE PLAN ON A FORM S-8 REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION), ALL APPLICABLE