Participant’s Recordkeeping Account during the Offering Period will be returned to the Participant or, in the case of the Participant’s death, to the person or persons entitled thereto under Section 14, and the Participant’s Option will be automatically terminated as of the date the Participant ceases to be an Employee.
11. No Interest. No interest will accrue or be payable on the payroll deductions credited to a Participant’s Recordkeeping Account in the Plan (unless required under local law).
12. Stock.
(a) The shares of Common Stock to be sold to Participants under the Plan may, at the election of the Company, be either authorized but unissued shares or shares purchased by the Company on the open market.
(b) 750,000 shares of Common Stock are reserved for the Exercise of Options under the Plan, as adjusted as provided in Section 18. Shares reserved for Options that are not Exercised will again be available for Options under the Plan. If on a given Purchase Date the number of shares with respect to which Options are to be Exercised exceeds the number of shares then available under the Plan, the Committee will make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as is practicable and as it determines to be equitable.
(c) The Participant will have no interest or voting rights in shares covered by an Option or in any dividends declared by the Company in respect of its outstanding Common Stock until such Option has been Exercised and the shares of Common Stock have been issued and delivered.
13. Administration. This Plan will be administered by the Committee. Subject to the express provisions of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee has full power and authority to:
(a) Determine when each Offering Period under this Plan occurs, and the terms and conditions of each related Offering Period (which need not be identical);
(b) Designate from time to time which Subsidiaries of the Company are eligible to participate in the Plan;
(c) Construe and interpret the Plan and establish, amend and revoke rules, regulations and procedures for the administration of the Plan. The Committee may, in the exercise of this power, correct any defect, omission or inconsistency in the Plan, in such manner and to the extent it may deem necessary, desirable or appropriate to make the Plan fully effective;
(d) Exercise such powers and perform such acts as the Committee may deem necessary, desirable or appropriate to promote the best interests of the Company and its Designated Subsidiaries and to carry out the intent that each Offering Period under the Plan is treated as qualifying under Section 423(b) of the Code;
(e) As more fully described in Section 24(f), to adopt such rules, procedures and sub-plans as may be necessary, desirable or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States by a non-U.S. Designated Subsidiary, and to achieve tax, securities law and other compliance objectives in particular locations outside the United States; and
(f) Adopt and amend, as the Committee deems appropriate, a Plan rule specifying that shares of Common Stock purchased by a Participant during an Offering Period may not be sold by the Participant for a specified period of time after the Purchase Date on which the shares were purchased by the Participant, and establish such procedures as the Committee may deem necessary to implement such rule.
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including the Company, any Subsidiary, any Participant and any Employee.
Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties associated with the administration of the Plan to such of the Company’s officers, employees or agents as the Committee may determine.
