Page 7 - ESPP Plan Summary
P. 7
Number of Shares Subject to the Program
No more than 600,000 shares of the Company’s common stock may be purchased under the
program, although shares purchased as a result of the reinvestment of dividends will not count
against this maximum.
Administration of the Program
The Committee has the sole power to administer the plan, including to (a) determine
questions arising under the program and determine eligibility, (b) interpret ambiguities with respect
to the plan, (c) adopt rules of procedure and prescribe forms for the plan, (d) enforce plan provisions,
and (e) make all other determinations necessary or advisable for the administration of the program.
All decisions of the Committee with respect to the interpretation, construction or application of the
program are final and binding.
Amendment or Termination of the Plan
The Company reserves the right to amend the plan from time to time subject to the
following limitations: (a) no amendment will increase the number of shares reserved for purchase,
materially modify the eligibility conditions or increase the benefits to participants without the prior
approval of the stockholders of the Company; (b) no amendment will make a materially adverse
change to an outstanding option; and (c) no amendment will reduce the amount of any plan account
balance.
Further, the Company reserves the right to terminate the plan at any time. Unless terminated
sooner, the plan will terminate on the earlier of the date that the maximum number of shares that
may be purchased under the plan have been purchased or the tenth anniversary of the plan’s
effective date.
Program Expenses
All costs and expenses incurred in the administration of the program will be paid by the
Company. You will bear any brokerage fees or expenses for the sale or transfer of your stock.
Federal Tax Consequences
All discussions of income tax consequences contained in this subsection are based on U.S.
federal laws in effect at the time of its preparation. Such laws may be changed before the taxable
events described in this prospectus actually occur. Because of the complexity, possibility of change
and importance of the federal and state income tax laws applicable to the Company’s common stock
— and because of the potential difference in impact of such laws on participants in different
circumstances — you should consult your own tax advisor to determine the federal and state income
tax consequences of purchasing the Company’s common stock.
The plan is intended to comply with the requirements of Section 423 of the Internal Revenue
Code of 1986, as amended, which provides U.S. employees that meet certain requirements described
below with favorable tax treatment.
The amount that you contribute into the plan through payroll deduction will be currently
taxed as ordinary income. You will not realize taxable income when the Company grants an option
to purchase shares under the terms of the plan or when shares are purchased under the plan. To