aggregate
on any one Purchase Date, and (iii) the maximum number and/or class of
securities by which the share reserve is to increase automatically each calendar
year pursuant to the provisions of Section III.B of this Article One and (v) the
number and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.
IV.
OFFERING PERIODS
A.
SHARES OF COMMON STOCK SHALL BE OFFERED FOR PURCHASE UNDER THE
PLAN THROUGH A SERIES OF SUCCESSIVE OFFERING PERIODS UNTIL SUCH TIME AS (I) THE
MAXIMUM NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN
SHALL HAVE BEEN PURCHASED OR (II) THE PLAN SHALL HAVE BEEN SOONER TERMINATED.
B.
UNLESS OTHERWISE SPECIFIED BY THE PLAN ADMINISTRATOR, EACH
OFFERING PERIOD SHALL HAVE A TWENTY-FOUR (24) MONTH DURATION.
OFFERING PERIODS
SHALL COMMENCE ON THE FIRST BUSINESS DAY OF MAY AND THE FIRST BUSINESS DAY OF
NOVEMBER EACH YEAR.
SPECIAL OFFERING PERIODS MAY BE ESTABLISHED WITH RESPECT TO
ENTITIES THAT ARE ACQUIRED BY THE CORPORATION (OR BY A SUBSIDIARY OF THE
CORPORATION) OR UNDER SUCH OTHER CIRCUMSTANCES AS THE PLAN ADMINISTRATOR DEEMS
APPROPRIATE.
C.
EACH OFFERING PERIOD SHALL BE COMPRISED OF FOUR SUCCESSIVE
PURCHASE INTERVALS.
PURCHASE INTERVALS SHALL RUN FROM THE FIRST BUSINESS DAY IN
NOVEMBER EACH YEAR TO THE LAST BUSINESS DAY IN APRIL IN THE FOLLOWING YEAR AND
FROM THE FIRST BUSINESS DAY IN MAY EACH YEAR TO THE LAST BUSINESS DAY IN
OCTOBER.
D.
SHOULD THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON ANY
PURCHASE DATE WITHIN AN OFFERING PERIOD BE LESS THAN THE FAIR MARKET VALUE PER
SHARE OF COMMON STOCK ON THE START DATE OF THAT OFFERING PERIOD, THEN THE
INDIVIDUALS PARTICIPATING IN THAT OFFERING PERIOD SHALL, IMMEDIATELY AFTER THE
PURCHASE OF SHARES OF COMMON STOCK ON THEIR BEHALF ON SUCH PURCHASE DATE, BE
TRANSFERRED FROM THAT OFFERING PERIOD AND BE AUTOMATICALLY ENROLLED IN THE NEXT
OFFERING PERIOD COMMENCING ON THE NEXT BUSINESS DAY FOLLOWING SUCH PURCHASE
DATE.
THE NEW OFFERING PERIOD SHALL HAVE A DURATION OF TWENTY (24) MONTHS,
UNLESS A SHORTER DURATION IS ESTABLISHED BY THE PLAN ADMINISTRATOR WITHIN FIVE
(5) BUSINESS DAYS FOLLOWING THE START DATE OF THAT OFFERING PERIOD.
V.
ELIGIBILITY
A.
EACH INDIVIDUAL WHO IS AN ELIGIBLE EMPLOYEE ON THE START DATE OF
AN OFFERING PERIOD UNDER THE PLAN MAY ENTER THAT OFFERING PERIOD ONLY ON SUCH
START DATE.
HOWEVER, THE ELIGIBLE EMPLOYEES WHO WERE EMPLOYEES OF JUNO ONLINE
SERVICE, INC. PRIOR TO THE EFFECTIVE TIME, MAY ENTER THE OFFERING PERIOD THAT
BEGINS ON NOVEMBER 1, 2001 ON THE FIRST BUSINESS DAY IN FEBRUARY 2002.
ELIGIBLE
EMPLOYEES MAY NOT BE ENTERED INTO MORE THAN ONE OFFERING PERIOD.
B.
THE DATE AN INDIVIDUAL ENTERS AN OFFERING PERIOD SHALL BE
DESIGNATED HIS OR HER ENTRY DATE FOR PURPOSES OF THAT OFFERING PERIOD.
2
C.
TO PARTICIPATE IN THE PLAN FOR A PARTICULAR OFFERING PERIOD, THE
ELIGIBLE EMPLOYEE MUST COMPLETE THE ENROLLMENT FORMS PRESCRIBED BY THE PLAN