ITS DETERMINATION SHALL BE FINAL, BINDING AND
CONCLUSIVE ON ALL PERSONS.
19.
AMENDMENT OR TERMINATION.
(A) THE PLAN ADMINISTRATOR MAY AT ANY TIME AND FOR ANY REASON TERMINATE OR AMEND
THE PLAN.
EXCEPT AS PROVIDED IN SECTION 18, NO SUCH TERMINATION CAN AFFECT
OPTIONS PREVIOUSLY GRANTED, PROVIDED THAT AN OFFER PERIOD MAY BE TERMINATED BY
THE PLAN ADMINISTRATOR ON ANY EXERCISE DATE, EITHER PRIOR TO OR AFTER THE
PURCHASE OF SHARES, IF THE PLAN ADMINISTRATOR DETERMINES THAT THE TERMINATION OF
THE OFFER PERIOD IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
IF PREVIOUSLY GRANTED OPTIONS ARE SO TERMINATED PRIOR TO THE PURCHASE OF SHARES,
ANY AMOUNT REMAINING IN A PARTICIPANT'S ACCOUNT SHALL BE RETURNED TO THE
PARTICIPANT AS SOON AS ADMINISTRATIVELY FEASIBLE.
EXCEPT AS PROVIDED IN THIS
PARAGRAPH AND IN SECTION 18, NO AMENDMENT MAY MAKE ANY CHANGE IN ANY OPTION
THERETOFORE GRANTED WHICH ADVERSELY AFFECTS THE RIGHTS OF ANY PARTICIPANT
WITHOUT THE CONSENT OF AFFECTED PARTICIPANTS.
TO THE EXTENT NECESSARY TO COMPLY
WITH SECTION 423 OF THE CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY OTHER
APPLICABLE LAW), THE COMPANY SHALL OBTAIN STOCKHOLDER APPROVAL 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 PLAN
ADMINISTRATOR SHALL BE ENTITLED TO LIMIT THE FREQUENCY AND/OR NUMBER OF CHANGES
IN THE AMOUNT WITHHELD DURING OFFER PERIODS, CHANGE THE LENGTH OF PURCHASE
PERIODS WITHIN ANY OFFER PERIOD, DETERMINE THE LENGTH OF ANY FUTURE OFFER
PERIOD, WHETHER FUTURE OFFER PERIODS SHALL BE CONSECUTIVE OR OVERLAPPING,
ESTABLISH THE EXCHANGE RATIO APPLICABLE TO AMOUNTS WITHHELD IN A CURRENCY OTHER
THAN U.S. DOLLARS, ESTABLISH ADDITIONAL TERMS, CONDITIONS, RULES OR PROCEDURES
TO ACCOMMODATE THE RULES OR LAWS OF APPLICABLE FOREIGN JURISDICTIONS, 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 PLAN ADMINISTRATOR
DETERMINES IN ITS SOLE DISCRETION ADVISABLE AND WHICH ARE CONSISTENT WITH THE
PLAN.
20.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS BY A PARTICIPANT TO
THE COMPANY UNDER OR IN CONNECTION WITH THE PLAN SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN WHEN RECEIVED IN THE FORM SPECIFIED BY THE PLAN ADMINISTRATOR AT THE
LOCATION, OR BY THE PERSON, DESIGNATED BY THE PLAN ADMINISTRATOR FOR THE RECEIPT
THEREOF.
21.
CONDITIONS UPON ISSUANCE OF SHARES.
SHARES SHALL NOT BE ISSUED
WITH RESPECT TO AN OPTION UNLESS THE EXERCISE OF SUCH OPTION AND THE ISSUANCE
AND DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL COMPLY WITH ALL APPLICABLE
LAWS AND SHALL BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY
WITH RESPECT TO SUCH COMPLIANCE.
AS A