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) 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 Offering Period. A Participant's subscription agreement will remain in 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 the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in amounts up to twenty percent (20%) 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 6 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 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 an Offering 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 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 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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Payroll Deductions.
(a) 6.1 At the time a Participant
files a subscription agreement, elects to participate in the
Participant Plan with respect to an Offering Period, he or she shall elect to have payroll deductions made
on each payday during the
Offer Offering Period in
amounts equal to or greater an amount, designated as a whole percentage not less than
one percent (1%) but 1% and not exceeding
ten percent (10%) 15%, of the Compensation which
he or she receives on each payday during the Offering Period. During t...he Enrollment Period and in accordance with procedures prescribed by the Company, 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 receives 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 his or her payroll deductions during for the Offer Offering Period by completing and filing with commencing immediately following the Company end of such Enrollment Period. During an Offering Period, a change of status notice in the form of Exhibit B Participant may reduce his or her payroll deductions to this Plan (or such other form or method (including electronic forms) as the Administrator 0%, but otherwise may designate from time to time) authorizing an not increase or decrease his or her payroll deductions applicable to such Offering Period. Except for reductions in payroll deductions to 0%, as provided in this Section 6.1, or a Participant's discontinuation of participation in accordance with Section 10 hereof, the latest payroll deduction rate. Any increase or decrease in election made by 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) Participant during an Enrollment Period shall remain in effect through the duration of the following Offering Period. The maximum number of Shares that can be purchased by a Participant during an Offering Period shall not exceed 4,000. Subject to the limitations set forth herein, the Committee may allow Participants to make contributions under the Plan in a form other than payroll deductions if payroll deductions are not permitted under applicable local law and, with respect to an offering intended to comply with Section 423 of the Code, the Committee determines that such other contributions are permissible under Section 423 of the Code. 6.2 All payroll deductions and other permitted contributions made by a Participant shall be credited to his or her Account under the Plan. A Participant may not make any contributions or payments to such Account other than through payroll deductions except to the extent expressly permitted by the Committee. 6.3 A Participant's election under the Plan which is in effect as of the last day of an Offering Period shall continue in effect for successive Offer Periods the next following Offering Period unless terminated as provided in the Participant affirmatively increases or decreases the rate of his or her payroll deductions or other permitted contributions for such subsequent Offering Period pursuant to Section 6.1 or terminates his or her participation for such Offering Period pursuant to Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) 6.4 Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, 3.2 hereof, a Participant's payroll deductions shall or other permitted contributions may be decreased to 0%. Payroll suspended at any time during any Offering Period. In such case, payroll deductions shall recommence at or other permitted contributions for the rate provided next following Offering Period in such Participant's subscription agreement, as amended, at which the time when permitted under Participant complies with Section 423(b)(8) of the Code and Section 3(b) herein, 3.2 hereof, shall resume at the rate most recently elected by such Participant, unless changed by the Participant with respect to such participation is sooner Offering Period pursuant to Section 6.1 or terminated by the Participant as provided in pursuant to Section 10. (e) 6.5 At the time Common Stock is purchased under the option is exercised, in whole or in part, Plan pursuant to the exercise of an option, or at the time any some or all of the Company's Common Stock issued under the Plan is disposed of, the participant 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. Stock acquired upon the exercise of an option. At any time, the Company may, but shall will not be obligated to, withhold from the participant's 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 benefit attributable to the sale or other early disposition of Common Stock by the Employee. Participant.
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Payroll Deductions.
(a) 6.1 At the time a Participant
files a subscription agreement, elects to participate in the
Participant Plan with respect to an Offering Period, he or she shall elect to have payroll deductions made
on each payday during the
Offer Offering Period in
amounts equal to or greater an amount, designated as a whole percentage not less than
one percent (1%) but 1% and not exceeding
ten percent (10%) 50% of the Compensation which
he or she receives on each payday during the Offering Period. During th...e Enrollment Period and in accordance with procedures prescribed by the Company, 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 receives 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 his or her payroll deductions during for the Offer Offering Period by completing and filing with commencing immediately following the Company end of such Enrollment Period. During an Offering Period, 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 Participant may designate from time to time) authorizing an not increase or decrease his or her payroll deductions applicable to such Offering Period. Except for a Participant's discontinuation of participation in accordance with Section 10 hereof, the latest payroll deduction rate. Any increase or decrease in election made by 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) Participant during an Enrollment Period shall remain in effect through the duration of the following Offering Period. Except as otherwise determined by the Committee, the maximum number of shares of Common Stock that can be purchased by a Participant during a calendar year or an Offering Period shall not exceed 2,000 (provided that, the Participant shall be entitled to purchase Common Stock under the Plan up to such applicable limit). If a new maximum share amount is set by the Committee, then all Participants shall be notified of such maximum share amount prior to the commencement of the next Offering Period. Subject to the limitations set forth herein, the Committee may allow Participants to make contributions under the Plan in a form other than payroll deductions if payroll deductions are not permitted under applicable local law and, with respect to an offering intended to comply with Section 423 of the Code, the Committee determines that such other contributions are permissible under Section 423 of the Code. 6.2 All payroll deductions and other permitted contributions made by a Participant shall be credited to his or her Account under the Plan. A Participant may not make any contributions or payments to such Account other than through payroll deductions except to the extent expressly permitted by the Committee. 4 6.3 A Participant's election under the Plan which is in effect as of the last day of an Offering Period shall continue in effect for successive Offer Periods the next following Offering Period unless terminated as provided in the Participant affirmatively increases or decreases the rate of his or her payroll deductions or other permitted contributions for such subsequent Offering Period pursuant to Section 6.1 or such Participant's participation for such Offering Period is discontinued pursuant to Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) 6.4 Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, 3.2 hereof, a Participant's payroll deductions shall or other permitted contributions may be decreased to 0%. Payroll suspended at any time during any Offering Period. In such case, payroll deductions shall recommence at or other permitted contributions for the rate provided next following Offering Period in such Participant's subscription agreement, as amended, at which the time when permitted under Participant complies with Section 423(b)(8) of the Code and Section 3(b) herein, 3.2 hereof, shall resume at the rate most recently elected by such Participant, unless such participation is sooner terminated changed by the Participant as provided in with respect to such Offering Period pursuant to Section 6.1 or such Participant's participation is discontinued pursuant to Section 10. (e) 6.5 At the time Common Stock is purchased under the option is exercised, in whole or in part, Plan pursuant to the exercise of an option, or at the time any some or all of the Company's Common Stock issued under the Plan is disposed of, the participant 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. Stock acquired upon the exercise of an option. At any time, the Company may, but shall will not be obligated to, withhold from the participant's 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 benefit attributable to the sale or other early disposition of Common Stock by the Employee. Participant.
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Payroll Deductions. (a)
At For Offering Periods beginning on or after February 1, 2012, at the time a
Participant files a subscription agreement, participant enrolls in the
Participant Plan pursuant to Section 4, 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 fifteen percent
(10%) (15%) of the Compensation which
he or she receives on each such payday; provided, that should a pa...yday occur on a Purchase Date, a participant shall have the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during on such payday applied to his or her account under the Offer new Offering Period or Purchase Interval, as the case may be. A participant's subscription agreement shall remain in amounts up effect for successive Offering Periods unless terminated as provided in Section 9. (b) Payroll deductions authorized by a participant shall commence on the first payday following the Entry Date and shall end on the last payday in the Offering Period to twenty percent (20%) of which such authorization is applicable, unless sooner terminated by the Compensation which participant as provided in Section 9; provided, however, that for the Participant receives during the Offer Period. Such first Offering Period, payroll deductions shall be in whole percentages only. -5- (b) commence on the first payday on or following the end of the Enrollment Window. 2 (c) All payroll deductions made for a Participant participant shall be credited to the Participant's his or her account under the Plan and will shall be withheld in whole percentages only. A Participant participant may not make any additional payments into such account. (c) (d) A Participant participant may (i) discontinue his or her participation in the Plan as provided in Section 10, 9, (ii) increase the rate of his or may increase or her payroll deductions once during each Purchase Interval, and (iii) decrease the rate of his or her payroll deductions once during the Offer Period each Purchase Interval by (x) 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 Purchase 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 (y) 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 continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 9). The Administrator may, in its sole discretion, change or institute any limit as to the nature and/or number of payroll deduction rate changes that may be made by participants during any Offering Period. Any change in payroll deduction rate made pursuant to this Section 5(d) shall 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, 2(b), a Participant's participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at any time during a Purchase Interval. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, originally elected by the participant effective as amended, at the time when permitted under Section 423(b)(8) of the Code and Section 3(b) herein, beginning of the first Purchase Interval 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) 9. (f) At the time the option purchase right is exercised, in whole or in part, or at the time any some or all 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 that arise upon the exercise of the option purchase right 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 the sale or other early disposition of Common Stock by the Employee.
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Payroll Deductions.
(a) At the time a Participant files a subscription agreement, the (a). A Participant shall
elect to have payroll deductions made during specify in his or her subscription agreement the
Offer Period percentage, in
amounts equal to or greater than whole percentages from one percent (1%)
but not exceeding ten to fifteen percent
(10%) (15%), of the
Participant's Compensation
which that he or she authorizes the
Participant receives Company to deduct from the Participant's Compensation on each pay day... during the Offer Period. Prior to April 1, 2006, applicable Offering Period, it being understood that a Participant could elect to have may not enroll in an Offering Period with a payroll deductions made during the Offer Period in amounts up to twenty deduction rate of zero percent (20%) of the Compensation which the Participant receives during the Offer Period. Such (0%). (b). A Participant's payroll deductions shall be in whole percentages only. -5- (b) All payroll deductions made for a Participant shall be credited to a book-entry account in the Participant's account name of the Participant maintained by the Company under the Plan and will shall be withheld in whole percentages only. A Participant may not make contribute any additional payments into amounts to such account. (c) A Participant may discontinue participation (c). Subject to a Participant's ability to terminate his or her Participation in the Plan as provided in pursuant to Section 10, or 10 hereof, a Participant may increase or decrease (including to zero percent (0%)) the rate of his or her payroll deductions only once during the Offer a Purchase Period by completing and filing with submitting to the Company Company's payroll department 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 Participant's payroll deduction rate. Any increase or decrease Such change in the rate of a Participant's payroll deductions deduction rate properly submitted pursuant to this Section 6 shall be effective with for 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. A Participant's new subscription agreement (as modified (or such shorter or longer period as may be determined by any the Administrator, in its sole discretion). Any subsequent change of status notice) shall remain in effect to a Participant's payroll deduction rate will be effective only for successive Offer Periods unless terminated as provided in Section 10. the next Purchase Period. The Administrator shall be authorized to may, in its discretion, limit the number of payroll deduction rate changes during any Offer Offering Period. (d) (d). Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, 3(c) hereof, the Administrator may decrease a Participant's payroll deductions shall be decreased deduction rate 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 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) during a Purchase Period. (e). At the time the option is exercised, in whole or in part, or at the time any some or all of the Company's Common Stock issued under the Plan is disposed of, the participant 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 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 early disposition of Common Stock by the Employee. Participant. 4 7. Grant of Option. On the Enrollment Date of each Offering Period, each Participant in such Offering Period shall be granted an option to purchase on each Purchase Date during such Offering Period, at the applicable Purchase Price, the maximum number of whole shares of the Company's Common Stock that may be purchased with the payroll deductions previously credited to the Participant's account during the applicable Purchase Period within such Offering Period, determined by dividing the amount of such accumulated payroll deductions by the applicable Purchase Price; provided, however, that, subject to any adjustment pursuant to Section 17 hereof, a Participant may not purchase more than one thousand six hundred (1,600) shares of the Company's Common Stock during any Offering Period and may not purchase more than eight hundred (800) shares of the Company's Common Stock during any Purchase Period; and provided, further, that such purchase shall be subject to the limitations set forth in Sections 3(c) and 13 hereof. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock a Participant may purchase during each Purchase Period and Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the Participant has withdrawn pursuant to Section 10 hereof or otherwise becomes ineligible to participate in the Plan. The option shall expire on the last day of the Offering Period.
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Payroll Deductions. (a)
At For Offering Periods beginning on or after February 1, 2012, at the time a
Participant files a subscription agreement, participant enrolls in the
Participant Plan pursuant to Section 4, 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 fifteen percent
(10%) (15%) of the Compensation which
he or she receives on each such payday; provided, that should a pa...yday occur on a Purchase Date, a participant shall have the Participant receives during the Offer Period. Prior to April 1, 2006, a Participant could elect to have payroll deductions made during on such payday applied to his or her account under the Offer new Offering Period or Purchase Interval, as the case may be. A participant's subscription agreement shall remain in amounts up effect for successive Offering Periods unless terminated as provided in Section 9. (b) Payroll deductions authorized by a participant shall commence on the first payday following the Entry Date and shall end on the last payday in the Offering Period to twenty percent (20%) of which such authorization is applicable, unless sooner terminated by the Compensation which participant as provided in Section 9; provided, however, that for the Participant receives during the Offer Period. Such first Offering Period, payroll deductions shall be in whole percentages only. -5- (b) commence on the first payday on or following the end of the Enrollment Window. (c) All payroll deductions made for a Participant participant shall be credited to the Participant's his or her account under the Plan and will shall be withheld in whole percentages only. A Participant participant may not make any additional payments into such account. (c) (d) A Participant participant may (i) discontinue his or her participation in the Plan as provided in Section 10, 9, (ii) increase the rate of his or may increase or her payroll deductions once during each Purchase Interval, and (iii) decrease the rate of his or her payroll deductions once during the Offer Period each Purchase Interval by (x) 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 Purchase 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 (y) 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 continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 9). The Administrator may, in its sole discretion, change or institute any limit as to the nature and/or number of payroll deduction rate changes that may be made by participants during any Offering Period. Any change in payroll deduction rate made pursuant to this Section 5(d) shall 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, 2(b), a Participant's participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at any time during a Purchase Interval. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, originally elected by the participant effective as amended, at the time when permitted under Section 423(b)(8) of the Code and Section 3(b) herein, beginning of the first Purchase Interval 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) 9. (f) At the time the option purchase right is exercised, in whole or in part, or at the time any some or all 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 that arise upon the exercise of the option purchase right 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 the sale or other early disposition of Common Stock by the Employee.
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Payroll Deductions. (a) At the time a
Participant participant files
a subscription agreement, the Participant his or her Authorization Form, 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 fifteen percent
(10%) (15%) of the Compensation which
the Participant he or she receives
on each pay day during the
Offer Period. Prior Offering Period (or such other percentage as may be esta...blished by the Board or the Committee from time to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period time in amounts up to twenty percent (20%) of the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- its sole discretion). (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 shall be withheld in whole percentages only. 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 10, 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offer Offering Period by completing and filing with the Company Plan Administrator a new Authorization Form 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. The Board or the Committee may, in its discretion, limit the number of participation rate changes during any Offering Period. Any such reduction or increase or decrease in the rate of a Participant's payroll deductions shall would be effective beginning with the first full payroll period commencing five (5) Purchase Period that begins no earlier than 5 business days after the Company's Plan Administrator's receipt of a new Authorization Form from the change of status notice participant, unless otherwise determined by the Company elects to process a given change in participation more quickly. Plan Administrator. A Participant's subscription agreement (as modified by any change of status notice) participant's Authorization Form shall remain in effect for successive Offer Offering 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. hereof. (d) 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 participant's payroll deductions shall may be decreased to 0%. zero percent (0%) at any time during a Purchase Period. Payroll deductions shall 4 recommence at the rate provided in such Participant's subscription agreement, as amended, participant's Authorization Form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Purchase Period that is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant participant as provided in Section 10 hereof. (e) At the time the option is exercised, in whole or in part, or at the time any some or all 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 option. If the disposition participant makes a disposition, within the meaning of Section 424(c) of the Common Stock. At Code and regulations promulgated thereunder, of 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 shares of Common Stock by issued to such participant pursuant to the Employee. exercise of an option, and such disposition occurs within the two-year period commencing on the day after the Enrollment Date or within the one-year period commencing on the day after the Exercise Date, such participant shall, within five (5) days of such disposition, notify the Company thereof. In addition, in order to satisfy the requirement to withhold the amount (if any) of federal, state or local taxes that the Company or Subsidiary determines is applicable, the Company and any Subsidiary may deduct such amount from any other compensation payable to the participant.
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Payroll Deductions. (a) At the time a
Participant participant files
a subscription agreement, the Participant his or her Authorization Form, 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 fifteen percent
(10%) (15%) of the Compensation which
the Participant he or she receives
on each pay day during the
Offer Period. Prior Offering Period (or such other percentage as may be esta...blished by the Board or the Committee from time to April 1, 2006, a Participant could elect to have payroll deductions made during the Offer Period time in amounts up to twenty percent (20%) of the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- its sole discretion). 3 (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 shall be withheld in whole percentages only. 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 10, 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offer Offering Period by completing and filing with the Company Plan Administrator a new Authorization Form 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. The Board or the Committee may, in its discretion, limit the number of participation rate changes during any Offering Period. Any such reduction or increase or decrease in the rate of a Participant's payroll deductions shall would be effective beginning with the first full payroll period commencing five (5) Offering Period that begins no earlier than 5 business days after the Company's Plan Administrator's receipt of a new Authorization Form from the change of status notice participant, unless otherwise determined by the Company elects to process a given change in participation more quickly. Plan Administrator. A Participant's subscription agreement (as modified by any change of status notice) participant's Authorization Form shall remain in effect for successive Offer Offering 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. hereof. (d) 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 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, participant's Authorization Form at the time when permitted under Section 423(b)(8) beginning of the Code and Section 3(b) herein, first Offering Period that is scheduled to end in the following calendar year, unless such participation is sooner terminated by the Participant participant as provided in Section 10 hereof. (e) At the time the option is exercised, in whole or in part, or at the time any some or all 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 option. If the disposition participant makes a disposition, within the meaning of Section 424(c) of the Common Stock. At Code and regulations promulgated thereunder, of 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 shares of Common Stock by issued to such participant pursuant to the Employee. exercise of an option, and such disposition occurs within the two-year period commencing on the day after the Offering Date or within the one-year period commencing on the day after the exercise date, such participant shall, within five (5) days of such disposition, notify the Company thereof. In addition, in order to satisfy the requirement to withhold the amount (if any) of federal, state or local taxes that the Company or Subsidiary determines is applicable, the Company and any Subsidiary may deduct such amount from any other compensation payable to the Participant.
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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 pay day during the
Offer Offering Period in
amounts equal an amount set forth in the subscription agreement, stated in terms of whole dollars not less than $5 for each pay period or in whole number percentages, up to
or greater than one percent (1%) but not exceeding ten percent (10%) a maximum of 10% of the
Compensation which the Part...icipant receives compensation to be received during the Offer Period. Prior to April 1, 2006, a Participant could Offering Period (or during such portion thereof in which an Employee may elect to have participate). Notwithstanding the foregoing, the Committee annually may determine, in its sole discretion, to establish any maximum dollar amount or percentage of compensation that an eligible Employee is entitled to authorize for payroll deductions made during a calendar year, which limitations shall apply to all eligible Employees. Any such limit established by the Offer Period in amounts up to twenty percent (20%) Committee shall fall within the parameters of Section 423 of the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- Code. (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 participation in withdraw from the Plan as provided in Section 10, or 10 hereof. Alternatively, a participant may increase or decrease the rate of elect to discontinue making additional payroll deductions during the Offer Offering Period by completing and filing with the Company Company's payroll department a change of status written notice in such form approved by 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 Committee. 3 The election shall be effective with no later than the first full payroll period commencing five (5) date following ten (10) business days after the Company's receipt of the change of status notice unless the Company notice. If a participant elects to process a given change in participation more quickly. discontinue making additional payroll deductions, all payroll deductions previously credited to his or her account will purchase Common Stock at the end of the Offering Period subject to the other terms of the Plan. 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 participant may increase or decrease his or her payroll deduction rate changes by filing a new subscription agreement at least ten (l0) business days before the beginning of the pay period during which such increase or decrease is to take effect. A participant's payroll deduction rate may be increased only once and reduced only once during any Offer Offering 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 some or all 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. Stock and the Company is authorized to take any action reasonably necessary to enforce the withholding requirements including without limitation withholding the appropriate amount from the proceeds of any stock sale by the participant. 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 early disposition of Common Stock by the Employee.
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Payroll Deductions. (a) At the time a
Participant participant files
a subscription agreement, the Participant his or her Subscription Agreement, he or she shall elect to have payroll deductions made
on each pay day during the
Offer Offering Period in
amounts equal to or greater an amount for each pay period of such participant of no less than five dollars ($5.00) and no more than one
percent (1%) but not exceeding ten percent (10%) of thousand dollars ($1,000.00). (b) Payroll deductions for a participant shall comm...ence on the Compensation first payday following the Offering Date and shall end on the last pay day in the Offering Period to which such authorization is applicable, unless sooner terminated by 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 participant as provided in amounts up to twenty percent (20%) of the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- (b) Section 12 hereof. (c) All payroll deductions made for a Participant participant shall be credited to the Participant's account his or her Account under the Plan and will be withheld in whole percentages only. Plan. (d) A 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 10, 12 hereof, or may increase or decrease (but not increase) the rate of his or her payroll deductions during the Offer Offering Period 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 A decrease to zero dollars ($0.00) in the rate of a Participant's participant's payroll deductions during the Offering Period shall be treated as a withdrawal from participation in the Offering Period then in effect, as provided in Section 12 of the Plan. The Administrator may, in its discretion, limit the nature and/or number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period commencing five (5) business days as soon as administratively practical 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) new Subscription Agreement. (e) Notwithstanding the foregoing, (i) the amount deducted from any participant's Compensation in any calendar year shall not exceed the amount equal to eighty five percent (85%) of the maximum dollar value of Common Stock which the participant is permitted to purchase in such calendar year under Section 423 of the Code and (ii) to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, 4(b) hereof and this Section 7(e), a Participant's participant's payroll deductions shall may be decreased to 0%. zero dollars ($0.00) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement, as amended, participant's Subscription Agreement at the time when permitted under Section 423(b)(8) beginning of the Code and first Offering Period with respect to which the Company determines that a decrease of payroll deductions pursuant to Section 3(b) herein, 7(e)(ii) is no longer required, unless such participation is sooner terminated by the Participant participant as provided in Section 10 (e) hereof. (f) At the time the option is exercised, in whole or in part, or at the time any some or all 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 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 early disposition of Common Stock by the Employee. Eligible Employee, if permitted.
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