may be issued directly to the Optionee’s broker or dealer upon receipt of the full exercise pricefrom the broker or dealer). Until that payment, the Optionee shall have no rights in the stockbeing acquired.     The Optionee acknowledges that all shares acquired by him or her pursuant hereto are and willbe acquired for investment only and not for distribution. The Optionee shall provide theCorporation with a written representation, signed by him or her, to that effect upon request.     5. Transfer. The Option is not transferable by the Optionee otherwise than by will orpursuant to the laws of descent and distribution or, in certain circumstances, pursuant to aqualified domestic relations order, as defined in the Internal Revenue Code of 1986, as amended, orthe Employee Retirement Income Security Act of 1974, as amended.     6. Termination of Option.     a. If the Optionee’s service as a director of the Corporation is terminated for any reasonother than retirement, death, or disability, whether by resignation or discharge, the Option shallexpire effective as of the date that service is terminated.     b. In the case of the Optionee’s death, the Option shall expire in accordance with the termsand conditions of the Plan.     c. If the Optionee’s service terminates due to disability, the Option shall, at the Optionee’selection, vest immediately if not already vested, and shall be exercisable until the earlier of theexpiration date of the Option or three years after the date of the disability. If the Optionee hasdied before then, the Option shall be exercisable only by the person or persons to whom theOptionee’s rights under the Option passed under the Optionee’s will or by the laws of descent anddistribution.     d. If the Optionee’s service terminates due to the Optionee’s retirement as required by theCorporation’s Bylaws, the Option shall, if not already vested, vest pro rata determined bymultiplying the number of shares subject to the Option by a fraction, the numerator of which is thenumber of full months between the Date of Grant to the date of termination of service and thedenominator of which is 36. For example, if 100 options were awarded on February 1 and would bytheir terms vest in three years, and the Optionee retires on April 20 of the first year, then6 shares would vest automatically upon the Optionee’s retirement (100 shares times (2 full monthsof service divided by 36), or 5.55 rounded to the nearest whole share), and the Option for theremaining shares shall expire.     Otherwise, the Option shall expire upon the Optionee’s retirement.     e. Notwithstanding anything to the contrary in this Section 6, in the event of a Change inControl and termination of the Optionee’s service as a director of the Corporation or any of itssubsidiaries within two years following that Change in Control, the Option shall vest immediatelyif not already vested, and all Options shall be exercisable until 120 days after the date of suchtermination or , if earlier, until the Option’s scheduled expiration date.     Otherwise, the Option shall expire upon the termination of the Optionee’s service as adirector.
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     7. Plan Provisions Control Award Terms; Modifications. The Option is granted pursuantand subject to the terms and conditions of the Plan, the provisions of which are incorporated byreference herein. If any provision hereof conflicts with any provision of the Plan as constitutedon the Date of Grant, the terms of the Plan shall control. The Option shall not be modified afterthe Date of Grant except by written agreement between the Corporation and the Optionee; provided,however, that such modification shall (a) not be inconsistent with the Plan and (b) be approved bythe Committee.     In all other respects, all questions relating to the validity, interpretation, construction,and enforcement hereof shall be governed by Delaware law.     8. Taxes. The Corporation shall be entitled to withhold (or secure payment from theOptionee in lieu of withholding) the amount of any withholding or other tax required to be withheldor paid by the Corporation by law with respect to any shares issuable hereunder, or upon adisqualifying disposition of shares received pursuant to the exercise of the portion of the Option,if any, which is an incentive stock option under Section 422 of the Code. The Corporation maydefer issuance of shares upon the exercise of the Option unless the Corporation is indemnified toits satisfaction against any liability for any such tax. The amount of that withholding or taxpayment shall be determined by the Committee or its delegate. The Optionee may satisfy his or hertax withholding obligation by: (a) paying cash to the Corporation and/or (b) delivering to theCorporation a number of shares of the Corporation’s stock or withholding from the Option, at theappropriate time, a number of shares, in either case sufficient, based upon the Market Value PerShare of those shares, to satisfy those tax withholding requirements. The Committee shall beauthorized, in its sole discretion, to establish rules and procedures relating to any suchwithholding methods it deems necessary or appropriate (including, without limitation, rules andprocedures relating to elections to have shares withheld upon exercise of the Option) to meet thosewithholding obligations.     IN WITNESS WHEREOF, by the Corporation’s delivery hereof and the Optionee’s acceptance hereofby selecting “Agree” and clicking “Submit” on the Website, the parties have entered into this StockOption Agreement as of the date hereof.
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