SECTION 5.         EMPLOYEE CONTRIBUTIONS.

(a)           Frequency of Payroll Deductions.  A Participant shall purchase shares of Stock under the Plan by means of payroll deductions;  provided, however, that if the laws of the applicable jurisdiction in which a Participating Company is located do not allow payroll deductions, then a Participant may present a certified or bank check drawn on immediately available funds (or such other form of payment acceptable to the Participating Company in its sole and absolute discretion) at such times and in such manner acceptable to the Company (in its sole and absolute discretion) (such payments, “Alternative Payments”).  For purposes of this Section 5(a), Participants who are eligible and desire to participate in the Alternative Payments program must file a subscription agreement on the same terms and conditions as all other Participants and must timely deliver the Alternative Payments on a monthly basis (or at such times acceptable to the Company in its sole and absolute discretion).  Failure of a Participant to make timely Alternative Payments shall result in a deemed withdrawal from the Plan.  Payroll deductions, as designated by the Participant pursuant to subsection (b) below, shall occur on each payday during participation in the Plan.

(b)           Amount of Payroll Deductions.  Unless the laws of the applicable jurisdiction in which a Participating Company is located do not allow payroll deductions, an Eligible Employee shall designate on the subscription agreement the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock hereunder.  Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 2% nor more than 15%.  Notwithstanding anything to the contrary in this Plan, the total withholding under this Section 5(b) for any one Participant shall not exceed an aggregate amount of $10,000 for the two Accumulation Periods ending in any one calendar year.  For the avoidance of doubt and by way of example, if $6,000 is withheld for the Accumulation Period ending March 31 of a particular calendar year, then the withholdings for the Accumulation Period ending September 30 shall not exceed $4,000.

(c)           Changes to Payroll Deductions.  The following terms apply to Participants who make payroll deductions and do not apply to Participants that participate in the Alternative Payments program:

(i)            Changing Withholding Rate.    A Participant may increase or decrease the rate of payroll deductions during an Offering Period by filing with the Company’s or Subsidiary’s (whichever employs such employee) payroll department (the “payroll department”) a new authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing more than 20 days after the payroll department’s receipt of the authorization and shall continue for the remainder of the Offering Period unless changed as described below.  Such change in the rate of payroll deductions may

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be made at any time during an Offering Period, but once a rate has been established a Participant may elect only one increase and only one decrease in such rate during each Offering Period in which such Participant is included.  A Participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the payroll department a new authorization for payroll deductions not later than the 10th day of the month before the beginning of such Offering Period.

(ii)           Discontinuing Payroll Deductions.  If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new subscription agreement with the Company at the prescribed location at any time.  Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company.  (In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).)  A Participant who has discontinued employee contributions may resume such contributions effective with the next Offering Period by filing a new subscription agreement with the Company at the prescribed location if he or she then is an Eligible Employee.

SECTION 5.         EMPLOYEE CONTRIBUTIONS.

(a)           Frequency of Payroll Deductions.  A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions.  Payroll deductions, as designated by the Participant pursuant to subsection (b) below, shall occur on each payday during participation in the Plan.

(b)           Amount of Payroll Deductions.  An Eligible Employee shall designate on the subscription agreement the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock hereunder.  Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 2% nor more than 15%.  Notwithstanding anything to the contrary in this Plan, the total withholding under this Section 5(b) for any one Participant shall not exceed an aggregate amount of $10,000 for the two Accumulation Periods ending in any one calendar year.  For the avoidance of doubt and by way of example, if $6,000 is withheld for the Accumulation Period ending March 31 of a particular calendar year, then the withholdings for the Accumulation Period ending September 30 shall not exceed $4,000.

(c)           Changing Withholding Rate.  A Participant may increase or decrease the rate of payroll deductions during an Offering Period by filing with the Company’s or Subsidiary’s (whichever employs such employee) payroll department (the “payroll department”) a new authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing more than 20 days after the payroll department’s receipt of the authorization and shall continue for the remainder of the Offering Period unless changed as described below.  Such change in the rate of payroll deductions may be made at any time during an Offering Period, but once a rate has been established a Participant may elect only one increase and only one decrease in such rate during each Offering Period in which such Participant is included.  A Participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the payroll department a new authorization for payroll deductions not later than the 10th day of the month before the beginning of such Offering Period.

(d)           Discontinuing Payroll Deductions.  If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new subscription agreement with the Company at the prescribed location at any time.  Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company.  (In addition, employee contributions may be discontinued automatically pursuant to Section 9(c).)  A Participant who has discontinued employee contributions may resume such contributions effective with the next Offering Period by filing a new subscription agreement with the Company at the prescribed location if he or she then is an Eligible Employee.

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