(b) Upon termination of a Participants Continuous Status as an Employee for any reason, including retirement
or death, the payroll deductions credited to the Participants account will be promptly refunded to the Participant or, in the case of death, to the person or persons entitled thereto under Section 15 of this Plan, and the
Participants Purchase Right will automatically terminate.
(c) If a Participant fails to remain in Continuous Status as an Employee during an Offering
Period, the Participant will be deemed to have withdrawn from this Plan, the payroll deductions credited to the Participants account will be promptly refunded, and the Participants Purchase Right shall terminate.
(d) A Participants withdrawal from an offering will not affect the Participants eligibility to participate in a succeeding Offering Period or in any
similar plan that may be adopted by the Company.
12.
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Use of Funds; No Interest.
|
Amounts withheld from Participants Compensation under this Plan shall constitute general funds of the Company and may be used for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions. No interest shall accrue on the payroll deductions of a Participant in this Plan.
13.
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Number of Shares Reserved.
|
Subject to adjustment as provided in Section 18, the maximum aggregate number of shares of Common Stock available for issuance under the Plan shall be 7,550,771
shares of Common Stock, which may be newly issued or treasury shares, or shares acquired on the open market, the total of which includes 4,995,845 shares of Common Stock which remain available for issuance as of August 29, 2018.
This Plan shall be administered by the Administrator. The administration, interpretation, and application of this Plan by the Administrator shall be final, conclusive,
and binding upon all persons. Neither Members of the Board nor the Administrator shall be liable for any action or determination taken or made in good faith with respect to the Plan, or any shares purchased or issued or Purchase Right exercised
thereunder
.
The Administrator may also adopt rules, procedures or
sub-plans
applicable to particular Subsidiaries or locations. Any such
sub-plans
may be designed
to be outside the scope of Section 423(b) of the Code. The rules of such
sub-plans
may take precedence over other provisions of this Plan, but unless otherwise superseded by the specific terms of such
sub-plan,
the provisions of this Plan shall govern the operation of such
sub-plan.
To the extent inconsistent with the requirements of Section 423(b), such
sub-plan
and rights granted thereunder shall not be considered to comply with Section 423(b) of the Code.
15.
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Designation of Beneficiary.
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(a) A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participants account under this Plan
in the event of the Participants death.
(b) A designation of beneficiary may be changed by the Participant at any time by written notice. In the event of
the death of a Participant, and in the absence of a beneficiary validly designated under this Plan who is living at the time of the Participants death, the Administrator shall deliver such shares and/or cash to the executor or administrator of
the Participants estate, or if no such executor or administrator has been appointed (to the Administrators knowledge), the Administrator, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant or, if no spouse, dependent, or relative is known to the Administrator, then to such other person as the Administrator may designate.
Neither payroll deductions credited to a Participants account nor any rights with regard to the exercise of a Purchase Right or to receive shares under this Plan
may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge, or
other disposition shall be without effect, except that the Administrator may treat such act as an election to withdraw funds in accordance with Section 11 hereof.
Individual accounts will be maintained for each Participant in this Plan. Statements of account will be given to participating Employees promptly following each Exercise
Date, which statements will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any.
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