Payroll Deductions. (a) At the time a Participant files a subscription agreement, the Participant shall elect to have payroll deductions made during the Offer Period in amounts equal to or greater than one percent (1%) but not exceeding ten percent (10%) of the Compensation which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to twenty percent (20%) of the Compensation which the Participant rec
...eives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- (b) All payroll deductions made for a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. (c) A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of payroll deductions during the Offer Period by completing and filing with the Company a change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions shall be effective with the first full payroll period commencing five (5) business days after the Company's receipt of the change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's payroll deductions shall be decreased to 0%. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, at the time when permitted under Section 423(b)(8) of the Code and Section 3(b) herein, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee.
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Payroll Deductions.
(a) 6.1 At the time a
Participant participant files
a his subscription agreement,
the Participant he shall elect to have payroll deductions made
on each payday during the
Offer Offering Period in amounts
equal from two percent (2%) to
or greater than one percent (1%) but not exceeding ten percent (10%) of
his Compensation; or such greater percentage of Compensation as the
Compensation which Board, in its sole discretion, determines and communicates to eligible Employees prior to the
Participant ...receives during commencement of the Offer Period. Prior to April 1, 2006, a Participant could elect to have first Offering Period affected thereby. The aggregate of such payroll deductions made during any Offering Period shall not exceed ten percent (10%) of his aggregate Compensation (or such greater percentage of Compensation as is determined by the Offer Period in amounts up Board pursuant to twenty percent (20%) of the Compensation which the Participant receives preceding sentence) during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- (b) said offering period. 0 CYPRESS 6.2 All payroll deductions made for by a Participant participant shall be credited to the Participant's his account under the Plan and will be withheld in whole percentages only. Plan. A Participant participant may not make any additional payments into such account. (c) 6.3 A Participant participant may discontinue his participation in the Plan as provided in Section 10, paragraph 11, or may decrease or increase or decrease the rate or amount of his payroll deductions during the Offer Offering Period (within the limitations of paragraph 6(a)) by completing and filing with the Company a new subscription agreement authorizing a change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate or amount of payroll deductions; provided, however, that a Participant's participant may not change the rate or amount of his payroll deductions more than two (2) times in any one calendar year. The change in rate shall be effective with the first full payroll period commencing five (5) business fifteen (15) days after following the Company's receipt of the change new authorization. Subject to the limitations of status notice unless the Company elects to process paragraph 6(a), a given change in participation more quickly. A Participant's participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Offering Periods unless revised as provided herein or terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) paragraph 11. 6.4 Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section paragraph 3(b) herein, a Participant's participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at such time during any Exercise Period which is scheduled to end during the current calendar year that the aggregate of all payroll deductions accumulated with respect to such Exercise Period and any other Exercise Period ending within the same calendar year equal $21,250. Payroll deductions shall recommence at the rate provided in such Participant's participant's subscription agreement, as amended, agreement at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Exercise Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. paragraph 11.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer a Purchase Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxim...um of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) percentages. All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into his or her Purchase Account. Notwithstanding the foregoing or any provisions to the contrary in the Plan, the Committee may allow participants to make other contributions under the Plan via cash, check, or other means instead of payroll deductions if payroll deductions are not permitted under applicable local law, and for any Offering Period under the 423 Component, if the Committee determines that such account. (c) other contributions are permissible under Section 423 of the Code. (b) Except as otherwise determined by the Committee prior to the commencement of an Offering Period, a Participant may not increase the rate of payroll deductions during an Offering Period. A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of payroll deductions during the Offer an Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee and/or any other forms required by the Committee and by following any other procedures as may be established by the Committee, in which case the new rate shall become effective as soon as administratively practicable after the Participant elects such change and shall continue for the remainder of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) Offering Period unless changed as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease described below. Such change in the rate of a Participant's payroll deductions may be made at any time during an Offering Period, but not more than one (1) change may be made effective during any Offering Period, except that a Participant may elect at any time during an Offering Period, regardless of whether the Participant previously decreased his or her contribution percentage, to reduce his or her contribution percentage to 0% and such change shall become effective as soon as administratively practicable after the Participant elects such change and shall continue for the remainder of the Offering Period unless changed as described below. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and submitting an election change form in accordance with the procedures prescribed by the Committee. The change in amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change form. Unless otherwise determined by the Committee prior to the commencement of status notice unless the Company elects to process an Offering Period, a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer election will automatically apply to the next Offering Period, unless otherwise cancelled or changed by the Participant prior to the commencement of such Offering Period. (d) (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer an Offering Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxi...mum of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) (for example, 3%, 12%, 15%). All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into his or her Purchase Account. All such account. (c) payroll deductions shall be made from the Participant's Compensation after deduction of any tax, social security and national insurance contributions. (b) A Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. zero 4265836177v.2 percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer an Offering Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxi...mum of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) (for example, 3%, 12%, 15%). All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into such account. (c) his or her Purchase Account. (b) A Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a) At the time a
Participant participant files
a his or her subscription agreement,
the Participant he or she shall elect to have payroll deductions made
on each payday during the
Offer Offering Period in
amounts equal to or greater than one percent (1%) but an amount not exceeding ten percent (10%) of the Compensation which
the Participant he receives
on each payday during the
Offer Period. Prior to April 1, 2006, a Participant could elect to have Offering Period, and the aggregate of such pay
...roll deductions made during the Offer Offering Period in amounts up to twenty shall not exceed ten percent (20%) (10%) of the participant's aggregate Compensation which the Participant receives during the Offer said Offering Period. Such payroll deductions shall be in whole percentages only. -5- (b) All payroll deductions made for a Participant participant shall be credited to the Participant's his or her account under the Plan and will be withheld in whole percentages only. Plan. A Participant participant may not make any additional payments into such account. (c) A Participant participant may discontinue his or her participation in the Plan as provided in Section paragraph 10, or may increase or decrease decrease, but not increase, the rate of his or her payroll deductions during the Offer Offering Period (within the limitations of paragraph 6(a)) by completing and or filing with the Company a new subscription agreement authorizing a change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease The change in the rate of a Participant's payroll deductions shall be effective with the first full payroll period commencing following five (5) business days after the Company's receipt of the change of status notice unless the Company elects to process a given change in participation more quickly. new subscription agreement. A Participant's participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Offering Periods unless revised as provided herein or terminated as provided in Section paragraph 10. The Administrator shall be authorized (d) Notwithstanding any provisions to limit the number contrary in the Plan, the Board may allow Employees to participate in the Plan via cash contributions instead of payroll deduction rate changes during any Offer Period. (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's deductions if payroll deductions shall be decreased to 0%. Payroll deductions shall recommence at are not permitted under applicable local law (and if the rate provided Employee is participating in such Participant's subscription agreement, as amended, at the time when Non-423(b) Plan Component if not permitted under Section 423(b)(8) 423 of the Code and Section 3(b) herein, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. Code).
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer a Purchase Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxim...um of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) percentages. All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into such account. (c) A his or her Purchase Account. (b) Except as otherwise determined by the Committee prior to commencement of an Offering Period, a Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. 3 (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer a Purchase Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxim...um of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) percentages. All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into such account. (c) A his or her Purchase Account. 3 (b) Except as otherwise determined by the Committee prior to commencement of an Offering Period, a Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer an Offering Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxi...mum of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) (for example, 3%, 12%, 15%). All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into his or her Purchase Account. All such account. (c) payroll deductions shall be made from the Participant's Compensation after deduction of any tax, social security and national insurance contributions. (b) A Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. 4 (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a)
At the time a Participant files a subscription agreement, the A Participant shall elect to have payroll deductions made during
the Offer a Purchase Period
in amounts equal to
or greater no less than
one percent (1%) but not exceeding ten percent (10%) 1% of the
Participant's Compensation
which the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period in amounts up to
twenty percent (20%) a maxim...um of 15% (or such greater amount as the Compensation which the Participant receives during the Offer Period. Such 3 Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages only. -5- (b) percentages. All payroll deductions made for by a Participant shall be credited to the Participant's account under the Plan and will be withheld in whole percentages only. his or her Purchase Account. A Participant may not make any additional payments into his or her Purchase Account. Notwithstanding the foregoing or any provisions to the contrary in the Plan, the Committee may allow participants to make other contributions under the Plan via cash, check, or other means instead of payroll deductions if payroll deductions are not permitted under applicable local law, and for any Offering Period under the 423 Component, the Committee determines that such account. (c) A other contributions are permissible under Section 423 of the Code. (b) Except as otherwise determined by the Committee prior to commencement of an Offering Period, a Participant may discontinue participation in the Plan as provided in Section 10, or may not increase or decrease the rate of payroll deductions during the Offer an Offering Period. A Participant may change his or her payroll deduction percentage under subsection (a) above for any subsequent Offering Period by properly completing and filing submitting an election change form in accordance with the Company a procedures prescribed by the Committee. The change of status notice in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant's payroll deductions amount shall be effective with as of the first full payroll period commencing five (5) business days after Enrollment Date following the Company's receipt date of filing of the election change of status notice unless the Company elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) form. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, a Participant's payroll deductions shall may be decreased to 0%. 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, election form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At the time the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or other disposition of Common Stock by the Employee. 12 hereof.
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Payroll Deductions. (a) At the time a Participant
files a subscription agreement, enrolls in the
Participant shall Plan pursuant to Section 5, he or she will elect to have payroll deductions made
on each pay day during the
Offer Offering Period in
amounts equal to or greater than one percent (1%) but an amount not exceeding
ten fifteen percent
(10%) (15%) of the Compensation which
the Participant he or she receives
on each pay day during the
Offer Period. Prior to April 1, 2006, Offering Period; provided, however, ...that should a pay day occur on an Exercise Date, a Participant could elect to will have the payroll deductions made during on such day applied to his or her account under the Offer subsequent Purchase Period or Offering Period. A Participant's subscription agreement will remain in amounts up effect for successive Offering Periods unless terminated as provided in Section 11 hereof. (b) Payroll deductions for a Participant will commence on the first pay day following the Offering Date and will end on the last pay day prior to twenty percent (20%) the Exercise Date of such -6- Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 11 hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- (b) Enrollment Window. (c) All payroll deductions made for a Participant shall will be credited to the Participant's his or her account under the Plan (which will be recorded by the Company or Designated Subsidiary on its books, but not be an externally held account unless required under Applicable Law) and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. (c) account, subject to the exception set forth below in Section 6(f) below. (d) A Participant may discontinue his or her participation in the Plan as provided in Section 10, or 11. If permitted by the Administrator, as determined in its sole discretion, for an Offering Period, a Participant may increase or decrease the rate of his or her payroll deductions during the Offer Offering Period by (i) properly completing and filing with submitting to the Company Company's payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change of status notice in payroll deduction rate in the form of Exhibit B to this Plan (or such other form or method (including electronic forms) as provided by the Administrator may designate from time for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a Participant has not followed such procedures to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in change the rate of a Participant's payroll deductions, the rate of his or her payroll deductions shall will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 11). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by Participants during any Purchase Period or Offering Period. Any change in payroll deduction rate made pursuant to this Section 6(d) will be effective with as of the first full payroll period commencing following five (5) business days after the Company's receipt of date on which the change of status notice unless is made by the Company Participant (unless the Administrator, in its sole discretion, elects to process a given change in participation more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) more quickly). (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, 3(c), a Participant's payroll deductions shall may be decreased to 0%. Payroll deductions shall recommence zero percent (0%) at the rate provided in such Participant's subscription agreement, as amended, at the any time when permitted under during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(b) herein, 3(c) hereof, payroll deductions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant as provided in Section 10. (e) At 11. (f) If there are countries outside the time United States in which payroll deductions for Plan participation are not permitted under Applicable Law, the option is exercised, in whole or in part, or at the time any of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company Administrator may allow Eligible Employees to meet applicable withholding obligations, including any withholding required to make available participate by remitting payment to the Company any tax deductions or benefits attributable to sale Designated Subsidiary by check, wire transfer or other disposition of Common Stock by feasible means, and shall determine procedures for facilitating participation in the Employee. Plan.
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