(v) Related Corporation means any parent corporation
or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(w) Securities Act means the Securities Act of 1933, as amended.
(x) Trading Day means any day on which the exchange(s) or market(s) on which shares of Common Stock are
listed, whether it be an established stock exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise, is open for trading.
3.
ADMINISTRATION.
(a) The Board shall administer the Plan unless and until the Board delegates administration to a
Committee, as provided in Section 3(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.
(b) The Board (or the Committee) shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine when and how Purchase Rights to purchase shares of Common Stock shall be granted and the provisions of each
Offering of such Purchase Rights (which need not be identical).
(ii) To designate from time to time which Related Corporations of
the Company shall be eligible to participate in the Plan.
(iii) To construe and interpret the Plan and Purchase Rights, and to
establish, amend and revoke rules and regulations for the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(iv) To amend the Plan as provided in Section 15.
(v) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the
Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.
(vi)
To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.
(c) The Board may delegate administration of the Plan to a Committee of the Board composed of one (1) or more members of the Board.
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. If administration is delegated to a Committee, references to the Board in this Plan
and in the Offering document shall thereafter be deemed to be to the Board or the Committee, as the case may be.
(d) All
determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.
4. SHARES OF COMMON STOCK SUBJECT TO THE
PLAN.
Subject to the provisions of Section 14(a) relating to adjustments upon changes in Common Stock, the stock
that may be sold pursuant to Purchase Rights granted under the Plan shall not exceed in the aggregate seven million six hundred eighty-six thousand one hundred forty (7,686,140) shares of Common Stock.