Fractional Shares.

The Committee shall not purchase fractional shares. In the event that the amount of salary reduction contributions of any employee is not exactly equal to the purchase price for a whole number of shares, then any excess amounts hall be used to purchase additional shares of Common Stock during the next six-month election period, or refunded to the employee without interest in the event that the employee does not elect to purchase Common Stock during the next six-month election period.

Purchase Price.

The purchase price for the Common Stock shall be the lower of (a) 90%of the fair market value of the Common Stock on the first day of a six-month election period for which an option has been exercised, or (b) 90% of the fair market value of the Common Stock on the last day of such election period. In no event shall the purchase price be less than the price specified in Section 423 (b) (6) of the Internal Revenue Code.

The fair market value for such purposes shall be the closing price of the Common Stock on the composite transactions report of the national securities exchange on which the Common Stock is then listed for the day on which the value is to be determined. If such date is a Saturday, Sunday, legal holiday or other date on which such exchange is closed, then the fair market value shall be determined as the closing price on the first immediately preceding trading date.

Stock Subject to the Plan.

The total number of shares of Common Stock authorized to be issued under this Plan is one million (1,000,000) shares, subject to adjustment as provided in Paragraph 17. These shares may be authorized but unis sued shares, or issued shares which have been reacquired by the Company from any person.

Maximum Amount of Option Stock.

The maximum fair market value of Common Stock which an employee may accrue the right to purchase under the Plan and any other employee stock purchase plan of the Company or any subsidiary in any calendar year may not exceed $25,000. The fair market value of the Common Stock for such purposes shall be determined on the date that each option is granted (on the first day of each six-month election period).

The maximum number of shares that an employee may purchase for any six-month election period shall be determined on the first day of the election period. The maximum number shall be determined by dividing 15 percent of total salary or wages to be earned by each employee during the six-month election period (based on the assumption that the employee's basic compensation does not change after the first day of the election period) by an amount equal to 90% of the fair market value of the Common Stock on the first day of the election period. Any excess withholdings shall be used to buy Common Stock during the next six-month election period or refunded to the employee without interest in the event the employee does not elect to purchase Common Stock during the next six-month election period.

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