OF SHARES ON HIS OR HER BEHALF ON THE
NEXT PURCHASE DATE.
IN NO EVENT, HOWEVER, SHALL ANY FURTHER PAYROLL DEDUCTIONS
BE COLLECTED ON THE PARTICIPANT'S BEHALF DURING SUCH LEAVE.
UPON THE
PARTICIPANT'S RETURN TO ACTIVE SERVICE (X) WITHIN NINETY (90) DAYS FOLLOWING THE
COMMENCEMENT OF SUCH LEAVE OR (Y) PRIOR TO THE EXPIRATION OF ANY LONGER PERIOD
FOR WHICH SUCH PARTICIPANT'S RIGHT TO REEMPLOYMENT WITH THE CORPORATION IS
GUARANTEED BY STATUTE OR CONTRACT, HIS OR HER PAYROLL DEDUCTIONS UNDER THE PLAN
SHALL AUTOMATICALLY RESUME AT THE RATE IN EFFECT AT THE TIME THE LEAVE BEGAN,
UNLESS THE PARTICIPANT WITHDRAWS FROM THE
4
PLAN PRIOR TO HIS OR HER RETURN.
AN INDIVIDUAL WHO RETURNS TO ACTIVE EMPLOYMENT
FOLLOWING A LEAVE OF ABSENCE THAT EXCEEDS IN DURATION THE APPLICABLE (X) OR
(Y) TIME PERIOD WILL BE TREATED AS A NEW EMPLOYEE FOR PURPOSES OF SUBSEQUENT
PARTICIPATION IN THE PLAN AND MUST ACCORDINGLY RE-ENROLL IN THE PLAN (BY MAKING
A TIMELY FILING OF THE PRESCRIBED ENROLLMENT FORMS) ON OR BEFORE THE START DATE
OF ANY SUBSEQUENT OFFERING PERIOD IN WHICH HE OR SHE WISHES TO PARTICIPATE.
I.
CHANGE IN CONTROL.
EACH OUTSTANDING PURCHASE RIGHT SHALL
AUTOMATICALLY BE EXERCISED, IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF ANY
CHANGE IN CONTROL, BY APPLYING THE PAYROLL DEDUCTIONS OF EACH PARTICIPANT FOR
THE OFFERING PERIOD IN WHICH SUCH CHANGE IN CONTROL OCCURS TO THE PURCHASE OF
WHOLE SHARES OF COMMON STOCK AT A PURCHASE PRICE PER SHARE EQUAL TO NINETY-FIVE
PERCENT (95%) OF THE LOWER OF (I) THE FAIR MARKET VALUE PER SHARE OF COMMON
STOCK ON THE START DATE OF THE OFFERING PERIOD IN WHICH SUCH INDIVIDUAL IS
ENROLLED AT THE TIME OF SUCH CHANGE IN CONTROL OR (II) THE FAIR MARKET VALUE PER
SHARE OF COMMON STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE IN
CONTROL.
HOWEVER, THE APPLICABLE LIMITATION ON THE NUMBER OF SHARES OF COMMON
STOCK PURCHASABLE PER PARTICIPANT SHALL CONTINUE TO APPLY TO ANY SUCH PURCHASE,
BUT NOT THE LIMITATION APPLICABLE TO THE MAXIMUM NUMBER OF SHARES OF COMMON
STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS ON ANY ONE PURCHASE DATE.
The Corporation shall, to the extent practicable, provide at least ten
(10) days' prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.
J.
PRORATION OF PURCHASE RIGHTS.
SHOULD THE TOTAL NUMBER OF SHARES
OF COMMON STOCK TO BE PURCHASED PURSUANT TO OUTSTANDING PURCHASE RIGHTS ON ANY
PARTICULAR DATE EXCEED THE NUMBER OF SHARES THEN AVAILABLE FOR ISSUANCE UNDER
THE PLAN, THE PLAN ADMINISTRATOR SHALL MAKE A PRO-RATA ALLOCATION OF THE
AVAILABLE SHARES ON A UNIFORM AND NONDISCRIMINATORY BASIS, AND THE PAYROLL
DEDUCTIONS OF EACH PARTICIPANT, TO THE EXTENT IN EXCESS OF THE AGGREGATE
PURCHASE PRICE PAYABLE FOR THE COMMON STOCK PRO-RATED TO SUCH INDIVIDUAL, SHALL
BE REFUNDED.
K.
ASSIGNABILITY.
THE PURCHASE RIGHT SHALL BE EXERCISABLE ONLY BY