Participation. An eligible Employee may become a participant in the Plan by enrolling through such procedures as may be
provided by the Company from time to time. An enrollment in effect for a participant for a particular Offering Period will continue
in effect for subsequent Offering Periods if the participant remains an eligible Employee and has not withdrawn from participation
in the Plan pursuant to Section 10.
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 as provided
in Section 10.
During a leave of absence approved by the Company or a Designated Subsidiary and meeting the requirements of Treasury Regulation
Section 1.421-1(h)(2), a Participant may continue to participate in the Plan by making cash payments to the Company on each pay
day equal to the amount of the Participant’s payroll deductions under the Plan for the pay day immediately preceding the
first day of such Participant’s leave of absence. If a leave of absence is unapproved or fails to meet the requirements
of Treasury Regulation Section 1.421-1(h)(2), the Participant will cease automatically to participate in the Plan. In such event,
the Company will automatically cease to make contributions for such Participant under the Plan and Company will pay to the Participant
his or her total payroll deductions for the Offering Period, in cash in one lump sum (without interest), as soon as practicable
after the Participant ceases to participate.
By enrolling in the Plan, each participant will be deemed to have authorized the establishment of a brokerage account in his or
her name at a securities brokerage firm, which firm shall serve as custodial agent for the purpose of holding shares purchased
under the Plan. The account will be governed by, and subject to, the terms and conditions of a written agreement with the firm
approved by the Board or the committee administering the Plan.
Payroll Deductions. At the time a Participant enrolls in the Plan, he or she shall elect to have payroll deductions made
on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she
receives on each pay day during the Offering Period. Except for the foregoing sentence, all eligible Employees shall have the
same rights and privileges under the Plan.
payroll deductions made for a Participant shall be credited to his or her account under the Plan and shall be withheld in whole
percentages only. A Participant may not make any additional payments into such account.
A Participant’s election shall remain in effect for successive 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%), 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
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, the
Company may decrease a Participant’s payroll deductions to zero percent (0%) at any time during an Offering Period. Payroll
deductions shall recommence at the rate provided in such Participant’s subscription agreement at the beginning of the first
Offering Period which is scheduled to end in the following calendar year (or such earlier time as permitted under Section 423(b)(8)
of the Code), unless terminated by the Participant as provided in Section 10 hereof.