THE SHARES PURCHASED UPON EXERCISE OF
HIS OR HER OPTION IN A FORM DETERMINED BY THE ADMINISTRATOR (IN ITS SOLE
DISCRETION) AND PURSUANT TO RULES ESTABLISHED BY THE ADMINISTRATOR.
THE COMPANY
MAY PERMIT OR REQUIRE THAT SHARES BE DEPOSITED DIRECTLY WITH A BROKER DESIGNATED
BY THE COMPANY OR TO A DESIGNATED AGENT OF THE COMPANY, AND THE COMPANY MAY
UTILIZE ELECTRONIC OR AUTOMATED METHODS OF SHARE TRANSFER.
THE COMPANY MAY
REQUIRE THAT SHARES BE RETAINED WITH SUCH BROKER OR AGENT FOR A DESIGNATED
PERIOD OF TIME AND/OR MAY ESTABLISH OTHER PROCEDURES TO PERMIT TRACKING OF
DISQUALIFYING DISPOSITIONS OF SUCH SHARES.
NO PARTICIPANT WILL HAVE ANY VOTING,
DIVIDEND, OR OTHER STOCKHOLDER RIGHTS WITH RESPECT TO SHARES OF COMMON STOCK
SUBJECT TO ANY OPTION GRANTED UNDER THE PLAN UNTIL SUCH SHARES HAVE BEEN
PURCHASED AND DELIVERED TO THE PARTICIPANT AS PROVIDED IN THIS SECTION 9.
10.
WITHDRAWAL.
(A)
A PARTICIPANT MAY WITHDRAW ALL BUT NOT LESS THAN ALL THE PAYROLL
DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT AND NOT YET USED TO EXERCISE HIS OR
HER OPTION UNDER THE PLAN AT ANY TIME BY (I) SUBMITTING TO THE COMPANY'S STOCK
ADMINISTRATION OFFICE (OR ITS DESIGNEE) A WRITTEN NOTICE OF WITHDRAWAL IN THE
FORM DETERMINED BY THE ADMINISTRATOR FOR SUCH PURPOSE, OR (II) FOLLOWING AN
ELECTRONIC OR OTHER WITHDRAWAL PROCEDURE DETERMINED BY THE ADMINISTRATOR.
ALL
OF THE PARTICIPANT'S PAYROLL DEDUCTIONS CREDITED TO HIS OR HER ACCOUNT WILL BE
PAID TO SUCH PARTICIPANT PROMPTLY AFTER RECEIPT OF NOTICE OF WITHDRAWAL AND SUCH
PARTICIPANT'S OPTION FOR THE OFFERING PERIOD WILL BE AUTOMATICALLY TERMINATED,
AND NO FURTHER PAYROLL DEDUCTIONS FOR THE PURCHASE OF SHARES WILL BE MADE FOR
SUCH OFFERING PERIOD.
IF A PARTICIPANT WITHDRAWS FROM AN OFFERING PERIOD,
PAYROLL DEDUCTIONS WILL NOT RESUME AT THE BEGINNING OF THE SUCCEEDING OFFERING
PERIOD, UNLESS THE PARTICIPANT RE-ENROLLS IN THE PLAN IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.
(B)
A PARTICIPANT'S WITHDRAWAL FROM AN OFFERING PERIOD WILL NOT HAVE
ANY EFFECT UPON HIS OR HER ELIGIBILITY TO PARTICIPATE IN ANY SIMILAR PLAN THAT
MAY HEREAFTER BE ADOPTED BY THE COMPANY OR IN SUCCEEDING OFFERING PERIODS THAT
COMMENCE AFTER THE TERMINATION OF THE OFFERING PERIOD FROM WHICH THE PARTICIPANT
WITHDRAWS.
11.
TERMINATION OF EMPLOYMENT.
UPON A PARTICIPANT'S CEASING TO BE AN
ELIGIBLE EMPLOYEE, FOR ANY REASON, HE OR SHE WILL BE DEEMED TO HAVE ELECTED TO
WITHDRAW FROM THE PLAN AND THE PAYROLL DEDUCTIONS CREDITED TO SUCH PARTICIPANT'S
ACCOUNT DURING THE OFFERING PERIOD BUT NOT YET USED TO PURCHASE SHARES OF COMMON
STOCK UNDER THE PLAN WILL BE RETURNED TO SUCH PARTICIPANT OR, IN THE CASE OF HIS
OR HER DEATH, TO THE PERSON OR PERSONS ENTITLED THERETO UNDER SECTION 15, AND
SUCH PARTICIPANT'S OPTION WILL BE AUTOMATICALLY TERMINATED.
8
12.
INTEREST.
NO INTEREST WILL ACCRUE ON THE PAYROLL DEDUCTIONS OF A
PARTICIPANT IN THE PLAN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, AS
DETERMINED BY THE COMPANY, FOR PARTICIPANTS IN THE NON-423 PLAN COMPONENT (OR
THE CODE SECTION 423 PLAN COMPONENT IF PERMITTED UNDER CODE