Limitations on Shares to be Purchased. (a) Any other provision of the Plan notwithstanding, no Participant shall purchase
Shares Common Stock with a Fair Market Value in excess of the following limit:
-5- (i) In the case of
Shares Common Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the
Shares Common Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stoc
...k purchase plans of the Company or any parent Parent or Subsidiary of the Company). Subsidiary). (ii) In the case of Shares Common Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares Common Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent Parent or Subsidiary of the Company) Subsidiary) in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares Common Stock shall be determined in each case as of the beginning of the Offering Period in which such Shares are Common Stock is purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Shares Common Stock under the Plan, then his or her employee contributions Contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such payroll deductions, Contributions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that may be purchased by any Participant during any Offering Period than that determined under Section 10(a); provided, however, in In no event shall a Participant be permitted to purchase more than 2,500 Shares 2,000 shares on any one Purchase Date Date, or such greater or lesser number as the Committee shall determine. If a greater or lower limit is set under this Subsection (b), then all Participants will be notified of such limit prior to the commencement of the next Offering Period for which it is to be effective. 5 (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will give notice of such reduction of the number of Shares shares to be purchased under a Participant's Participant' s option to each Participant affected. (d) Any payroll deductions Contributions accumulated in a Participant's Participant' s account that are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by subject to the automatic purchase provision of Section 9(e), shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no No Participant
shall will be entitled to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an stock under any Offering Period
that commenced in the current calendar year, the limit shall be equal at a rate which, when aggregated with such Participant's rights to
(A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the cu...rrent calendar year (under this Plan and purchase stock under all other employee stock purchase plans of a Participating Company intended to meet the Company or any parent or Subsidiary requirements of Section 423 of the Company). (ii) In the case of Shares purchased during an Offering Period Code, that commenced are also outstanding in the immediately preceding same calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all year(s) (whether under other Offering Periods or other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) Company, its Parent, and its Subsidiaries), exceeds $25,000 in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning of Offering Date (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described Offering Period is in Section 423 effect (hereinafter the "Maximum Share Amount"). The Company may automatically suspend the payroll deductions of the Code shall be disregarded. If a any Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), as necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during any Offering Period than that determined under Section 10(a); 10(a) above, which will then be the Maximum Share Amount for subsequent Offering Periods; provided, however, in no event shall will a Participant be permitted to purchase more than 2,500 Two Thousand Five Hundred (2,500) Shares on during any one Purchase Date Period or such greater or lesser number as the Committee shall determine. may 5 determine, irrespective of the Maximum Share Amount set forth in (a) and (b) hereof. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. The Maximum Share Amount will continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall will be reasonably practicable and as the Committee shall will determine to be equitable. In such event, the Company will give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), shall will be returned to the Participant as soon as administratively practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).
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Limitations on Shares to be Purchased. (a)
Any other provision of the Plan notwithstanding, no No Participant
shall will be entitled to purchase
Shares with a Fair Market Value in excess of the following limit: -5- (i) In the case of Shares purchased during an stock under any Offering Period
that commenced in the current calendar year, the limit shall be equal at a rate which, when aggregated with such Participant's rights to
(A) $25,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased in the cu...rrent calendar year (under this Plan and purchase stock under all other employee stock purchase plans of a Participating Corporation intended to meet the Company or any parent or Subsidiary requirements of Section 423 of the Company). (ii) In the case of Shares purchased during an Offering Period Code, that commenced are also outstanding in the immediately preceding same calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Shares that the Participant previously purchased (under this Plan and all year(s) (whether under other Offering Periods or other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) Company, its Parent and its Subsidiaries), exceeds $25,000 in the current calendar year and in the immediately preceding calendar year. For purposes of this Subsection (a), the Fair Market Value of Shares shall be Value, determined in each case as of the beginning of Offering Date (or such other limit as may be imposed by the Offering Period Code) for each calendar year in which such Shares are purchased. Employee stock purchase plans not described Offering Period is in Section 423 effect (hereinafter the "Maximum Share Amount"). The Company may automatically suspend the payroll deductions of the Code shall be disregarded. If a any Participant is precluded by this Subsection (a) from purchasing additional Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), as necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b) The Committee may, in its sole discretion, set a lower maximum number of Shares that shares which may be purchased by any Participant during any Offering Period than that determined under Section 10(a); 10(a) above, which will then be the Maximum Share Amount for subsequent Offering Periods; provided, however, in no event shall will a Participant be permitted to purchase more than 2,500 Two Thousand Five Hundred (2,500) Shares on during any one Purchase Date Period or such greater or lesser number as the Committee shall determine. may determine, irrespective of the Maximum Share Amount set forth in (a) and (b) hereof. If a greater or lower limit new Maximum Share Amount is set under this Subsection (b), set, then all Participants will be notified of such limit Maximum Share Amount prior to the commencement of the next Offering Period for which it is to be effective. The Maximum Share Amount will continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. 7 (c) If the number of Shares shares to be purchased on a Purchase Date by all Participants exceeds the number of Shares shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining Shares shares in as uniform a manner as shall will be reasonably practicable and as the Committee shall will determine to be equitable. In such event, the Company will give written notice of such reduction of the number of Shares shares to be purchased under a Participant's option to each Participant affected. (d) Any payroll deductions accumulated in a Participant's account that which are not used to purchase Shares stock due to the limitations in this Section 10, and not covered by Section 9(e), shall will be returned to the Participant as soon as administratively practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).
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