Adaptec 2006 Annual Report Download - page 124

option under the Plan at any time by giving written notice to the Company in the form of Exhibit C to this Plan (or such other form as the Company may
provide). All of the participant’s payroll deductions (including any additional contributions) 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 an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.
(b) Upon a participant’s ceasing to be an Employee for any reason or upon termination of a participant’s employment relationship (as described in
Section 2(g)), the payroll deductions and other contributions, if any, 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 paragraph 14, and such
participant’s option will be automatically terminated.
11. Interest. No interest shall accrue on the payroll deductions or other contributions, if any, credited to a participant’s account under the Plan.
12. Stock.
(a) The maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be 16,257,077
shares, plus an annual increase to be added on January 1 of each year, beginning on January 1, 1999, equal to the lesser of (i) 1% of the outstanding shares on
such date, (ii) 2,000,000 shares, or (iii) an amount determined by the Board, subject to adjustment upon changes in capitalization of the Company as provided in
paragraph 18. During any Purchase Period under the January Offering Period, the maximum number of shares of the Company’s Common Stock which shall be
made available for sale under the Plan during such Purchase Period shall equal 480,000 shares, subject to adjustment upon changes in capitalization as provided
in paragraph 18. 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 based first on payroll deductions credited to a participant’s account during the applicable Purchase Period.
(b) The participant will have no interest or voting right in shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or
her spouse.
13. Administration.
(a) Administrative Body. The Plan shall be administered by the Board of the Company or a committee of members of the Board appointed by the
Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠