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, participant 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; provide...d, however, that should a Participant could elect to pay day occur on an Exercise Date, a participant 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 10 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 Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 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 participant will be credited to the Participant's his or her account under the Plan and will be withheld in whole percentages only. A Participant participant may not make any additional payments into such account. (c) (d) A Participant participant may discontinue his or her participation in the Plan as provided in Section 10, or 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 change of status notice date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the reduction 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 for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator; provided, however, that a participant may designate from time only make one payroll reduction change during each Purchase Period. 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 reduce 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 10). 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 reduction 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 -6- is made by the Company participant (unless the Administrator, in its sole discretion, elects to process a given change reduction 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 more quickly). Any increase in payroll deduction rates made by any Offer Period. (d) participant will be effective for the next Purchase Period or Offering Period which begins after the effective date of any such requested payroll increase. (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 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 participant as provided in Section 10. (e) (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 or Employer's federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the Employer may, but shall will not be obligated to, withhold from the participant's compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee.
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Payroll Deductions.
(a) At (a)At the time a
Participant files a subscription agreement, participant 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; p...rovided, however, that should a Participant could elect to pay day occur on an Exercise Date, a participant will have the payroll deductions made during on such day applied to his or her account under the Offer subsequent Purchase or Offering Period. A participant's subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 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 10 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. Enrollment Window. {01368/0003/00217498.1} -5- (b) All (c)All payroll deductions made for a Participant shall participant will be credited to the Participant's his or her account under the Plan and will be withheld in whole percentages only. A Participant participant may not make any additional payments into such account. (c) A Participant (d)A participant may discontinue his or her participation in the Plan as provided in Section 10, or 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 for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator; provided, however, that a participant may designate from time to time) authorizing an increase or decrease in the only make one payroll deduction rate. Any increase or decrease in change during each Purchase Period. If a participant has not followed such procedures to 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 10). 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) Notwithstanding 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 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 participant as provided in Section 10. (e) At (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 or Employer's federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the Employer may, but shall will not be obligated to, withhold from the participant's compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee.
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Payroll Deductions. (a) At the time a
Participant files a subscription agreement, participant enrolls in the
Participant Plan, he or she shall elect to have
Contributions (in the form of payroll deductions
or otherwise, to the extent permitted by the Administrator) 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 percent (10%) of the Compensation which
the Participant he or she receives
on each pay day during the
Offer Offerin...g Period. Prior The Administrator, in its sole discretion, may permit all participants in a specified Offering -4- to April 1, 2006, a Participant could elect contribute amounts to have payroll deductions made during the Offer Period Plan through payment by cash, check or other means set forth in amounts up the subscription agreement prior 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- each Exercise Date. (b) All payroll deductions Contributions made for a Participant participant shall be credited to the Participant's his or her account under the Plan and Contributions will be withheld made 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 payroll deductions his or her Contributions 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 decrease The Administrator may, in its discretion, limit the number of participation rate of a Participant's payroll deductions changes during any Offering Period. The change in rate 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 new subscription agreement unless the Company elects to process 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 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, 3(c) hereof, a Participant's payroll deductions shall participant's Contributions may be decreased to 0%. Payroll deductions 0% at such time during any Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof, Contributions 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 Offering 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 hereof. (e) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Employees to participate in the Plan via cash contributions instead of payroll deductions if payroll deductions are not permitted under applicable local law and the Administrator determines that cash contributions are permissible under Section 423 of the Code. (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 Employer'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 Employer may, but shall will not be obligated to, withhold from the participant's compensation the amount necessary for the Company Employer to meet applicable withholding obligations, including any withholding required to make available to the Company Employer any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Employee. In addition, the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).
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Payroll Deductions.
(a) At (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, how...ever, 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 10 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 10 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) All 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 and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. (c) A (d)A Participant may discontinue his or her participation in the Plan as provided in Section 10, or 10. 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 10). 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) Notwithstanding 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 (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 Participant must make adequate provision for the Company's or Employer's federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the Employer may, but shall will not be obligated to, withhold from the participant's Participant's compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee.
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Payroll Deductions. (a) At the time a Participant files
a his subscription agreement,
the such Participant shall elect to have payroll deductions made
on each payday (such amount to be deducted after any applicable deduction for tax and other withholding) during the
Offer Offering Period in
amounts equal to or greater than an amount from one percent (1%)
but not exceeding to ten percent (10%) of the Compensation which
the Participant he receives
on each pay day during the
Offer Offering Period.
Prior to April 1, 20...06, 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 his account under the Plan and will shall be withheld in whole percentages only. A Except as described in Section 5(c) hereof, a Participant may not make any additional payments into such account. (c) A Participant may discontinue his participation in the Plan as provided in Section 10, 10 hereof, or may increase or decrease the rate of his payroll deductions during the Offer Offering Period by completing and or filing with the Company (or its designated third-party stock plan administrator) 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 Committee may, in its discretion, limit the number of participation rate of a Participant's payroll deductions changes per Participant during any Offering Period. The change in rate shall be effective with the first full payroll period commencing following five business (5) business days (or a different number of days as may be determined by the Committee, in its sole discretion) after the Company's (or its designated third-party stock plan administrator'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 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. agreement. (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 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 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. during an Offering Period. (e) At the time the an option is exercised, in whole or in part, or at the time any some or all of the Company's Common shares of Stock issued under the Plan is are disposed of, the participant Participant must make adequate provision for the Company's any federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common shares of Stock. At any time, the Company may, but shall not be obligated to, withhold from all of 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 the sale or other early disposition of Common shares of Stock by the Employee. 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 to or greater than one percent (1%) but an amount not exceeding
ten 10 percent
(10%) of the Compensation which
the Participant he or she receives
on each pay day during the
Offer Period. Prior to April 1, 2006, a Participant could elect to have Offering Period, and the aggregate... of such payroll deductions made during the Offer Offering Period in amounts up to twenty shall not exceed 10 percent (20%) of the participant's 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. A Participant participant may not make any additional payments into such account. (c) A Participant participant may discontinue participation in his or her payroll deductions during the Plan Offering Period as provided in Section 10, 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offer an Offering Period by completing and filing (including by electronic communication) with the Company in accordance with procedures established by the Company a new subscription agreement authorizing a change of status notice in payroll reduction rate at any time prior to the form of Exhibit B to this Plan thirtieth day preceding the Exercise Date (or such other form or method (including electronic forms) deadline as the Administrator Company may designate determine from time to time) authorizing an increase time); provided, however that a participant may not change his or decrease in the payroll deduction rate. Any increase or decrease in the her rate of a Participant's payroll deductions more than once in a given Offering Period. The change in rate shall be effective with the first full payroll period commencing five (5) business days after as soon as administratively possible following 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 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 participant's payroll deductions shall may be decreased to 0%. zero percent at such time during any Offering Period which is scheduled to end during the current calendar year (the "Current Offering Period") that the aggregate of all payroll deductions which were previously used to purchase stock under the Plan in a prior Offering Period which ended during that calendar year plus all payroll deductions accumulated with respect to the Current Offering Period equal $25,000. 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 Offering 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 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, foreign or other tax or social insurance 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 will 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 benefit attributable to sale or other early disposition of Common Stock by the Employee.
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Payroll Deductions.
(a) At (a)At the time a 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 to or greater than one percent (1%) but an amount 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 twen
...ty percent (20%) of the Compensation which he or she receives on each pay day during the Offering Period. (b)Payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant receives during the Offer Period. Such payroll deductions shall be as provided in whole percentages only. -5- (b) All Section 10 hereof. (c)All payroll deductions made for a 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 may not make any additional payments into such account. (c) A (d)A Participant may discontinue his or her participation in the Plan as provided in Section 10, 10 hereof, or may (i) increase or decrease the rate of his or her payroll deductions during a Purchase Date Offering Period, or (ii) only decrease the Offer Period rate of his or her payroll deductions during a Look-Back Offering Period, in either case by (A) properly completing and filing with submitting to the Company Company's payroll office (or its designee), on or before a date prescribed by the Board prior to an applicable Exercise Date, a new subscription agreement authorizing a change of status notice in payroll deduction rate in the form of Exhibit B provided by the Board for such purpose, or (B) following an electronic or other procedure prescribed by the Board. If a Participant has not followed such procedures 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 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 10). The Board may, in its discretion, limit the number of payroll deduction rate changes that may be made by Participants during any Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration. Any change in payroll deduction rate made pursuant to this Section 6(d) 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 new subscription agreement unless the Company Company, in its sole discretion, elects to process a given change in participation payroll deduction rate more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Offering 2009_ESPP_20150129 4 Periods unless terminated as provided in Section 10 The Administrator shall be authorized to limit hereof; provided, however, that in the number event a Participant changes his or her rate of payroll deduction deductions during an Offering Period to zero percent (0%) and does not withdraw pursuant to Section 10 prior to the beginning of the subsequent Offering Period, the Participant's payroll deductions shall recommence for the subsequent Offering Period at the rate changes during any Offer originally elected by the Participant as of the beginning of the prior Offering Period. (d) Notwithstanding (e)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%. 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, hereof, payroll deductions shall 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 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 Participant must make adequate provision for amounts not in excess of the Company's minimum statutory federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the employing Designated Subsidiary, as applicable, may, but shall not be obligated to, withhold from the participant's Participant's compensation amounts not in excess of the amount necessary for the Company to meet applicable minimum statutory withholding obligations, including any withholding required to make available to the Company or the employing Designated Subsidiary, as applicable, any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee. If the Company allows the Participant to settle such tax withholding obligations by remitting to the Company shares of Common Stock issued upon exercise, then the Participant may not elect to withhold amounts in excess of the applicable minimum statutory federal, state, or other tax obligations withheld at the time of exercise or disposal.
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Payroll Deductions. (a) At the time a
Participant files a subscription agreement, participant 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; provide...d, however, that should a Participant could elect to pay day occur on an Exercise Date, a participant will have the payroll deductions made during on such day applied to his or her account under the Offer subsequent Purchase or Offering Period. A participant's subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 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 10 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. Enrollment Window. -5- (b) (c) All payroll deductions made for a Participant shall participant will be credited to the Participant's his or her account under the Plan and will be withheld in whole percentages only. A Participant participant may not make any additional payments into such account. (c) (d) A Participant participant may discontinue his or her participation in the Plan as provided in Section 10, or 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 for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator; provided, however, that a participant may designate from time to time) authorizing an increase or decrease in the only make one payroll deduction rate. Any increase or decrease in change during each Purchase Period. If a participant has not followed such procedures to 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 10). 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 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 participant as provided in Section 10. (e) (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 or Employer's federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the Employer may, but shall will not be obligated to, withhold from the participant's compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee.
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Payroll Deductions.
(a) At the time a Participant
files a subscription agreement, enrolls in the
Participant Plan, 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 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 Offering Period.
Prior to April 1, 2006, a Participant could elect to Except for the foregoing ...sentence, all eligible Employees shall have payroll deductions made during the Offer Period in amounts up to twenty percent (20%) of same rights and privileges under the Compensation which the Participant receives during the Offer Period. Such payroll deductions shall be in whole percentages only. -5- (b) Plan. All payroll deductions made for a Participant shall be credited to the Participant's his or her notional account under the Plan and will shall be withheld in whole percentages only. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. A Participant may not make any additional payments into such account. (c) A Participant may discontinue participation in notional account, unless expressly permitted by the Plan as provided in Section 10, Board or may increase or decrease committee administering 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. Plan. (a) A Participant's subscription agreement (as modified by any change of status notice) election shall remain in effect for successive Offer Offering Periods unless terminated or the Participant withdraws as provided in Section 10 hereof. During an Offering Period, a Participant may elect to reduce his or her payroll deductions to zero percent (0%), in accordance with such procedures as may be provided by the Company from time to time, but he or she may not otherwise change the payroll deduction percentage during an Offering Period. Amounts deducted prior to an election to reduce his or her payroll deductions to zero shall not be refunded to the Participant unless he or she specifically withdraws under Section 10. In accordance with procedures established by the Company from time to time, a Participant must re-enroll in the Plan if he or she reduces his or her payroll deductions to zero or withdraws under Section 10. The Administrator shall deduction rate selected by the Participant may be authorized increased or decreased by the Participant with respect to limit the number a subsequent Offering Period by submitting a new deduction rate election authorizing a new level of payroll deduction rate changes during any Offer Period. (d) deductions prior to the beginning of the next Offering Period and otherwise in accordance with such rules and procedures as may be established by the Company. (b) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, hereof, the Company may decrease a Participant's payroll deductions shall 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, agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year (or such earlier time when as permitted under Section 423(b)(8) of the Code and Section 3(b) herein, Code), unless such participation is sooner terminated by the Participant as provided in Section 10 (e) hereof. (c) 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.
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Payroll Deductions.
(a) At (a)At the time a 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 to or greater than one percent (1%) but an amount 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 twen
...ty percent (20%) of the Compensation which he or she receives on each pay day during the Offering Period. (b)Payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant receives during the Offer Period. Such payroll deductions shall be as provided in whole percentages only. -5- (b) All Section 10 hereof. (c)All payroll deductions made for a 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 may not make any additional payments into such account. (c) A (d)A Participant may discontinue his or her participation in the Plan as provided in Section 10, 10 hereof, or may (i) increase or decrease the rate of his or her payroll deductions during a Purchase Date Offering Period, or (ii) only decrease the Offer Period rate of his or her payroll deductions during a Look-Back Offering Period, in either case by (A) properly completing and filing with submitting to the Company Company's payroll office (or its designee), on or before a date prescribed by the Board prior to an applicable Exercise Date, a new subscription agreement authorizing a change of status notice in payroll deduction rate in the form of Exhibit B provided by the Board for such purpose, or (B) following an electronic or other procedure prescribed by the Board. If a Participant has not followed such procedures 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 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 10). The Board may, in its discretion, limit the number of payroll deduction rate changes that may be made by Participants during any Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration. Any change in payroll deduction rate made pursuant to this Section 6(d) 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 new subscription agreement unless the Company Company, in its sole discretion, elects to process a given change in participation payroll deduction 4 rate more quickly. A Participant's subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Offering Periods unless terminated as provided in Section 10 The Administrator shall be authorized to limit hereof; provided, however, that in the number event a Participant changes his or her rate of payroll deduction deductions during an Offering Period to zero percent (0%) and does not withdraw pursuant to Section 10 prior to the beginning of the subsequent Offering Period, the Participant's payroll deductions shall recommence for the subsequent Offering Period at the rate changes during any Offer originally elected by the Participant as of the beginning of the prior Offering Period. (d) Notwithstanding (e)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%. 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, hereof, payroll deductions shall 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 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 Participant must make adequate provision for amounts not in excess of the Company's minimum statutory federal, state, or any other tax liability payable to any authority, national insurance, social security 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 or the employing Designated Subsidiary, as applicable, may, but shall not be obligated to, withhold from the participant's Participant's compensation amounts not in excess of the amount necessary for the Company to meet applicable minimum statutory withholding obligations, including any withholding required to make available to the Company or the employing Designated Subsidiary, as applicable, any tax deductions or benefits attributable to sale or other early disposition of Common Stock by the Eligible Employee. If the Company allows the Participant to settle such tax withholding obligations by remitting to the Company shares of Common Stock issued upon exercise, then the Participant may not elect to withhold amounts in excess of the applicable minimum statutory federal, state, or other tax obligations withheld at the time of exercise or disposal.
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