CAPITAL CITY BANK GROUP, INC.
2005 ASSOCIATE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide Associates of the
Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is
the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan, accordingly, shall be construed so as
to extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. Definitions.
(a) "Associate" shall mean any individual who is an employee of
the Company or a Designated Subsidiary for purposes of tax withholding under
the Code and who is not an owner of five percent (5%) or more of all
outstanding Common Stock on a fully diluted basis (i.e., after taking into
account outstanding stock options and other Common Stock equivalents).
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean a committee appointed by the Board
which shall be the administrative committee for the Plan (the "Committee");
provided, that to the extent required by Rule 16b-3 of the Securities and
Exchange Commission under the Exchange Act, such Committee shall be
comprised solely of two or more Non-Employee Directors, as defined in Rule
16b-3(b)(3) under the Exchange Act. All references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed..
(e) "Common Stock" shall mean the Common Stock of the Company,
$0.01 par value per share.
(f) "Company" shall mean Capital City Bank Group, Inc., a Florida
corporation.
(g) "Compensation" shall mean all base gross earnings and cash-
based profit participation, including payments for overtime and commissions.
(h) "Designated Subsidiaries" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.
(i) "Enrollment Date" shall mean the first day of each Offering
Period.
(j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(k) "Exercise Date" shall mean the last day of each Offering Period.
(i) "Fair Market Value" shall mean (1) the closing price of
the Common Stock on the principal national securities exchange on which the
Common Stock is traded, if the Common Stock is then traded on a national
securities exchange; or (2) the closing price of the Common Stock on the
Nasdaq National Market, if the Common Stock is not then traded on a national
securities exchange; or (3) the closing bid price last quoted by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the Nasdaq National Market. However, if the Common
Stock is not publicly-traded, "Fair Market Value" shall be deemed to be the
fair value of the Common Stock as determined by the Committee after taking
into consideration all factors which it deems appropriate, including,
without limitation, recent sale and offer prices of the Common Stock in
private transactions negotiated at arm's length.
(l) "Offering Period" shall mean, subject to the second sentence
of Section 4 hereof, a period of six months, commencing on January 1 and
July 1 of each year and terminating on June 30 and December 31 of each year,
respectively.
(m) "Parent" shall mean a corporation which is a "parent
corporation" of the Company within the meaning of Section 424(e) of the
Code.
(n) "Plan" shall mean this Capital City Bank Group, Inc. 2005
Associate Stock Purchase Plan.
(o) "Purchase Price" shall mean an amount equal to ninety percent
(90%) of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower, as determined in the sole
discretion of the Committee. Subject to the limitations imposed under
Section 423 of the Code, the Committee may adjust the Purchase Price to such
other percentage of Fair Market Value as determined by the Committee.
(p) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.
(q) "Subsidiary" shall mean a corporation which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the
Code.
3. Eligibility.
(a) Each person who is an Associate on a given Enrollment Date
shall be eligible to participate in the Plan for the Offering Period
containing such Enrollment Date.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Associate shall be granted an option under the Plan (i) if, immediately
after the grant, such Associate would own stock (together with stock owned
by any other person or entity that would be attributed to such Associate
pursuant to Section 424(d) of the Code) of the Company (including, for this
purpose, all shares of stock subject to any outstanding options to purchase
such stock, whether or not currently exercisable and irrespective of whether
such options are subject to the favorable tax treatment of Section 421(a) of
the Code) possessing five percent (5%) or more of the total
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combined voting power or value of all classes of stock of the Company or of
any Parent or Subsidiary, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans (within the meaning
of Section 423 of the Code) of the Company and its Parents and Subsidiaries
to accrue at a rate which exceeds twenty-five thousand dollars ($25,000)
worth of stock (determined at the Fair Market Value of the stock at the time
such option is granted) for each calendar year in which such option is
outstanding at any time. The limitation described in clause (ii) of the
preceding sentence shall be applied in a manner consistent with Section
423(b)(8) of the Code.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods continuing from the first Offering Period until terminated
in accordance with Section 19 hereof. The Committee shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareowner approval if
such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.
5. Participation.
(a) An Associate may become a participant in the Plan for an
Offering Period by completing a subscription agreement authorizing payroll
deductions in the form of Exhibit A to this Plan (or in such other form as
the Committee shall approve and which shall contain substantially the same
terms as Exhibit A) and filing it with the human resources office of the
Company or applicable Designated Subsidiary at least fifteen (15) business
days prior to the applicable Enrollment Date, unless a later time for filing
the subscription agreement is set by the Committee for all Associates with
respect to a given Offering Period.
(b) Payroll deductions for a participant shall commence on the
first payroll date following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay
day during the Offering Period in an amount (expressed as a whole number
percentage or a fixed dollar amount) of the Compensation he or she receives
on each pay day during the Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. Subject to the limitations
set forth in Section 7, the Committee may, in its sole discretion, determine
whether or not to permit participants to make any additional payments into
such account and, if so, upon such terms as the Committee may determine.
However, in all events, all employees shall have the same rights and
privileges with respect to their right to make such additional payments.
(c) A participant may discontinue his or her participation in the
Plan, as provided in Section 10 hereof, at any time during the Offering
Period prior to the Exercise Date. Once an Offering Period has commenced, a
participant may not increase or decrease the rate or
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amount of his or her payroll deductions for that Offering Period, but may,
during that Offering Period, increase or decrease the rate or amount of his
or her payroll deductions for the next succeeding Offering Period, by
completing or filing with the Company or applicable Designated Subsidiary a
new subscription agreement, at least fifteen (15) business days prior to the
end of that Offering Period, authorizing a change in payroll deduction rate
or amount. A participant's subscription agreement shall remain in effect
for successive Offering Periods unless terminated as provided in Section 10
hereof.
(d) Notwithstanding the foregoing, a participant's payroll
deductions may be decreased to 0% at any time, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof. Subject
to the preceding sentence, payroll deductions shall recommence at the rate
or amount provided in such participant's subscription agreement at the
beginning of the next succeeding Offering Period, unless terminated by the
participant as provided in Section 10 hereof.
(e) At the time the option is exercised, in whole or in part, or
at the time some or all of the Common Stock issued under the Plan is
disposed of, the participant must make adequate provisions for the federal,
state, or other tax withholding obligations of the Company or applicable
Designated Subsidiary, if any, which arise upon the exercise of the option
or the disposition of the Common Stock. At any time, the Company or
applicable Designated Subsidiary may, but will not be obligated to, withhold
from the participant's compensation the amount necessary for the Company or
applicable Designated Subsidiary to meet applicable withholding obligations,
including any withholding required to make available to the Company or
applicable Designated Subsidiary any tax deductions or benefits attributable
to sale or early disposition of Common Stock by the Associate.
7. Grant of Option. On the Enrollment Date of each Offering Period,
each Associate participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Associate's payroll deductions accumulated
prior to such Exercise Date and retained in the participant's account as of
the Exercise Date by the applicable Purchase Price; provided, however, that
in no event shall an Associate be permitted to purchase during any calendar
year more than $25,000 in Fair Market Value of Common Stock (with Fair
Market Value to be determined on each Enrollment Date) within such calendar
year and, provided further, that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. Exercise of the
option shall occur as provided in Section 8 hereof, unless the participant
has withdrawn pursuant to Section 10 hereof, and shall expire on the last
day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan
as provided in Section 10 hereof, his or her option for the purchase of
shares will be exercised automatically on the Exercise Date and, subject to
the limitations set forth in Sections 3(b) and 12 hereof, the maximum number
of full shares subject to option shall be purchased for such participant at
the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares will be purchased; any payroll
deductions accumulated in a participant's account which are not sufficient
to purchase a full share shall be retained in the participant's account for
the subsequent Offering Period, subject to earlier withdrawal by the
participant as
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provided in Section 10 hereof. During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by the
participant.
9. Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
or for the account of each participant, as appropriate, a certificate
representing the shares purchased upon exercise of his or her option;
provided, however, that the Committee may instead determine to hold such
shares in an account for each such participant until the participant either
ceases participation in the Plan or requests delivery of such shares.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time prior to the last
business day of an Offering Period (or such earlier date established by the
Committee in its discretion) by giving written notice to the Company or
applicable Designated Subsidiary in the form of Exhibit B to this Plan. All
of the participant's payroll deductions credited to his or her account will
be paid to such participant promptly after receipt of notice of withdrawal
and such participant's option for the Offering Period will be automatically
terminated, and no further payroll deductions for the purchase of shares
will be made during the Offering Period. If a participant withdraws from
the Plan during an Offering Period, he or she may not resume participation
until the next Offering Period. He or she may resume participation for any
other Offering Period by delivering to the Company or applicable Designated
Subsidiary a new subscription agreement at least fifteen (15) days prior to
the Enrollment Date for such Offering Period.
(b) Upon a participant's ceasing to be an Associate for any
reason, he or she will be deemed to have elected to withdraw from the Plan
and the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option will be returned to
such participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 14 hereof, and such participant's
option will be automatically terminated.
(c) A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participant in any similar
plan which may hereafter be adopted by the Company.
11. Interest. No interest shall accrue or be payable with respect to
any of the payroll deductions of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of Common Stock which shall be
made available for sale under the Plan shall be 475,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
Section 18 hereof. If on a given Exercise 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 Company shall make a pro rata allocation
of the shares remaining available for purchase in as uniform a manner as
shall be practicable and as it shall determine to be equitable.
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(b) No participant will have an interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be issued to a participant under the Plan will be
registered in the record or beneficial name of the participant or in the
record or beneficial name of the participant and his or her spouse.
13. Administration. The Plan shall be administered by the Committee.
The Committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Committee shall, to
the full extent permitted by law, be final and binding upon all parties.
Members of the Board who are Associates are permitted to participate in the
Plan, provided that members of the Board who are eligible to participate in
the Plan may not vote on any matter affecting the administration of the Plan
or the grant of any option pursuant to the Plan.
14. Payments Upon Death of Participant. In the event of a
participant's death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares (or cash,
if applicable), the Company shall deliver such shares or cash to the
participant's estate. In addition, in the event of a participant's death
prior to the exercise of an option, the Company shall remit any cash from
the participant's account under the Plan to his estate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the 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 14 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such
act as an election to withdraw funds from an Offering Period in accordance
with Section 10 hereof.
16. Use of Funds. All payroll deductions received or held by the
Company or applicable Designated Subsidiary under the Plan may be used by
the Company or such Subsidiary for any corporate purpose, and the Company or
applicable Designated Subsidiary shall not be obligated to segregate such
payroll deductions.
17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to
participating Associates at least annually, within such time as the
Committee may reasonably determine, which statements will set forth the
amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization.
(a) Changes in Capitalization. Unless the Committee specifically
determines otherwise, the Reserves as well as the price per share of Common
Stock covered by each option under the Plan which has not yet been exercised
shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock
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split, reverse stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an option. Any adjustment accomplished as a result of a change
in capitalization shall be subject to any required action by the shareowners
of the Company.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will
terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Committee.
(c) Merger or Asset Sale. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the Plan shall
be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless
the Committee determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date"). If the
Committee shortens the Offering Period then in progress in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Committee shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for his
or her option has been changed to the New Exercise Date and that his or her
option will be exercised automatically on the New Exercise Date, unless
prior to such date he or she has withdrawn from the Offering Period as
provided in Section 10 hereof. For purposes of this paragraph, an option
granted under the Plan shall be deemed to be assumed if, following the sale
of assets or merger, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities
or property) received in the sale of assets or merger by holders of Common
Stock for each share of Common Stock held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration
received in the sale of assets or merger was not solely common stock of the
successor corporation or its parent (as defined in Section 424(e) of the
Code), the Committee may, with the consent of the successor corporation and
the participant, provide for the consideration to be received upon exercise
of the option to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration received by
holders of Common Stock in the sale of assets or merger.
The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the
price per share of Common Stock covered by each outstanding option, in the
event the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its
outstanding
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Common Stock, and in the event of the Company being consolidated with or
merged into any other corporation.
19. Amendment or Termination.
(a) The Committee may, without further action by the shareowners
and without receiving further consideration from the participants, amend
this Plan or condition or modify awards under this Plan in response to
changes in securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with applicable
self-regulatory organization rules or requirements.
(b) The Committee may at any time and from time to time terminate
or modify or amend the Plan in any respect, except that, without shareowner
approval, the Committee may not materially amend the Plan, including, but
not limited to, the following:
(i) increasing the number of shares of Common Stock to be
issued under the Plan (other than pursuant to Section 18); and
(ii) changing the corporations whose employees may be offered
purchase rights under the plan.
In addition to the foregoing, the Committee shall seek shareowner approval
for amendments that require shareowner approval under Section 423 of the
Code (or any successor provision or any other applicable law or regulation).
(c) Except as provided in Sections 18 and 19(a) hereof, no
termination may, without the consent of an affected participant, adversely
affect options previously granted; provided, that an Offering Period may be
terminated by the Committee on any Exercise Date if the Committee determines
that the termination of the Plan is in the best interests of the Company and
its shareowners. Except as provided in Sections 18 and 19(a) hereof, no
amendment may adversely affect the rights of any options previously granted.
The Committee shall determine in its sole discretion for purposes of this
Section 19 whether or not a participant's rights have been "adversely
affected."
20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder and the requirements of any
stock exchange upon which the shares may then be listed.
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22. Term of Plan. The Plan shall be effective as of January 1, 2005
upon its adoption by the Board. It shall continue in effect for a term of
ten (10) years thereafter unless sooner terminated under Section 19 hereof.
23. Additional Restrictions of Section 16 of the Exchange Act. The
terms and conditions of options granted hereunder to, and the purchase of
shares by, persons subject to Section 16 of the Exchange Act shall comply
with the applicable provisions of the rules and regulations promulgated
under such Section 16. This Plan shall be deemed to contain, and such
options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required
by such rules and regulations to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
* * *
As adopted by the Board of Directors of
Capital City Bank Group, Inc.
effective as of January 1, 2005
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EXHIBIT A
CAPITAL CITY BANK GROUP, INC.
2005 ASSOCIATE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
___ Original Application Enrollment Date:_________________
___ Change in Payroll Deduction Rate
___ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate
in the Capital City Bank Group, Inc. 2005 Associate Stock Purchase Plan (the
"Associate Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and
the Associate Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of (please complete one or the other) (i) _______% (a whole number)
of my Compensation, or (ii) $_______, on each payday during the Offering
Period in accordance with the Associate Stock Purchase Plan. (Please note
that no fractional percentages are permitted.)
3. I understand that said payroll deductions will be accumulated for
the purchase of shares of Common Stock at applicable Purchase Price
determined in accordance with the Associate Stock Purchase Plan. I
understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will be used to automatically exercise my
option on the Exercise Date.
4. I have received a copy of the complete "Capital City Bank Group,
Inc. 2005 Associate Stock Purchase Plan." I understand that my
participation in the Associate Stock Purchase Plan is in all respects
subject to the terms of the Associate Stock Purchase Plan.
5. Shares purchased for me under the Associate Stock Purchase Plan
should be issued in the name(s) of (Associate or Associate and Spouse
Only):________________________________________________________________.
6. I understand that, under current federal income tax law, if I
dispose of any shares received by me pursuant to the Plan within the later
of (i) two (2) years after the first day of the Offering Period during which
I purchased such shares, or (ii) one (1) year after the date I purchased any
Common Stock under the Associate Stock Purchase Plan, I will be treated for
federal income tax purposes as having made a "disqualifying disposition" and
as having received ordinary income at the time of such disposition in an
amount equal to the excess of fair market value of the shares at the time
such shares were delivered to me over the price which I paid for the shares.
The remainder of the gain, if any, recognized on such disqualifying
disposition will
be taxed as capital gain. I hereby agree to notify the Company in writing
within thirty (30) days after the date of any disqualifying disposition of
my shares and I will make adequate provision for federal, state or other tax
withholding obligations, if any, which arise upon such disqualifying
disposition. The Company or applicable Designated Subsidiary may, but will
not be obligated to, withhold from my compensation the amount necessary to
meet any applicable withholding obligation including any withholding
necessary to make available to the Company or such Subsidiary any tax
deductions or benefits attributable to sale or disqualifying disposition of
Common Stock by me. If I dispose of such shares at any time after the
expiration of the two-year holding period, I understand that I will be
treated for federal income tax purposes as having received income only at
the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (a) the excess
of the fair market value of the shares at the time of such disposition over
the purchase price which I paid for the shares, or (b) the excess of the
fair market value of the shares over the Purchase Price on the first day of
the Offering Period in which the shares were purchased. The remainder of
the gain, if any, recognized on such disposition will be taxed as capital
gain.
7. I hereby agree to be bound by the terms of the Associate Stock
Purchase Plan. The effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Associate Stock Purchase
Plan.
Associate's Social Security Number:__________________________________
Associate's Address:__________________________________________
__________________________________________
__________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:________________ __________________________________________
Signature of Associate
EXHIBIT B
CAPITAL CITY BANK GROUP, INC.
2005 ASSOCIATE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Capital City
Bank Group, Inc. 2005 Associate Stock Purchase Plan (the "Plan") which began
on ______________, 20__ (the "Enrollment Date") hereby notifies the Company
that he or she hereby withdraws from the Offering Period. The undersigned
hereby directs the Company or applicable Designated Subsidiary to pay to the
undersigned as promptly as practicable all the payroll deductions credited
to his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will
be automatically terminated. The undersigned understands further that no
further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall thereafter be eligible to
participate in succeeding Offering Periods only by delivering to the Company
or applicable Designated Subsidiary a new Subscription Agreement within the
time period set forth in Section 5 of the Plan.
Name and Address of Participant
____________________________________
____________________________________
____________________________________
Signature
____________________________________
Date:_______________________________