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the commission of a gross misdemeanor or felony, this Option shall be terminated as of thedate of the misconduct.     (c) In the event that the Optionee shall die while in the employ of the Company or anysubsidiary, if any, or within three months after termination of employment for any reason otherthan gross and willful misconduct, or become disabled (within the meaning of Section 22(e)(3) ofthe Code) while in the employ of the Company or a subsidiary, if any, and the Optionee shall nothave fully exercised this Option, this Option may be exercised at any time within twelve monthsafter the Optionee’s death or disability by the Optionee, the personal representatives,administrators, or, if applicable, guardian of the Optionee or by any person or persons to whomthis Option is transferred by will or the applicable laws of descent and distribution to the extentof the full number of Shares the Optionee was entitled to purchase under this Option on the date ofdeath, disability or termination of employment, if earlier.     (d) Notwithstanding the above, in no case may this Option be exercised to any extent by anyoneafter the Termination Date.     4. Method of Exercise of Option. Subject to the foregoing, this Option may beexercised in whole or in part from time to time by serving written notice of exercise on theCompany at its principal office within the Option period. The notice shall state the number ofShares as to which the Option is being exercised and shall be accompanied by payment of theexercise price. Payment of the exercise price shall be made by certified or bank cashier’s checkpayable to the Company, or by tender of shares of the Company’s Common Stock, previously owned bythe Optionee, having a fair market value on the date of exercise equal to the exercise price of theOption, or a combination of cash and shares equal to such exercise price.     5. Miscellaneous.     (a) Plan Provisions Control. In the event that any provision of this agreementconflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Planshall control.     (b) No Rights of Shareholders. Neither Optionee, Optionee’s legal representative nora permissible assignee of this Option shall have any of the rights and privileges of a shareholderof the Company with respect to the Shares, unless and until such Shares have been issued in thename of the Optionee, Optionee’s legal representative or permissible assignee, as applicable.     (c) No Right to Employment. This agreement shall not confer on the Optionee any rightwith respect to continuance of employment with the Company or any subsidiary of the Company, norwill it interfere in any way with the right of the Company to terminate such employment at anytime.     (d) Governing Law. The validity, construction and effect of the Plan and thisagreement, and any rules and regulations relating to the Plan and this agreement, shall bedetermined in accordance with the laws of the State of Minnesota.     (e) Severability. If any provision of this agreement is or becomes or is deemed to beinvalid, illegal or unenforceable in any jurisdiction or would disqualify this agreement under anylaw deemed applicable by the Committee (as defined in the Plan), such provision shall be construedor deemed amended to conform to applicable laws, or if it cannot be so construed or
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deemed amended without, in the determination of the Committee, materially altering the purposeor intent of the Plan or this agreement, such provision shall be stricken as to such jurisdictionor this agreement, and the remainder of this agreement shall remain in full force and effect.     (f) No Trust or Fund Created. Neither the Plan nor this agreement shall create or beconstrued to create a trust or separate fund of any kind or a fiduciary relationship between theCompany or any affiliate and the Optionee or any other person.     (g) Headings. Headings are given to the sections and subsections of this agreementsolely as a convenience to facilitate reference. Such headings shall not be deemed in any waymaterial or relevant to the construction or interpretation of this agreement or any provisionthereof.     (h) Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuantto the exercise of the Option unless such exercise and the issuance and delivery of the applicableShares pursuant thereto shall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, asamended, the rules and regulations promulgated thereunder, the requirements of the NASDAQ GlobalMarket or any other applicable stock exchange and the Minnesota Business Corporation Act. As acondition to the exercise of the purchase price relating to the Option, the Company may requirethat the person exercising or paying the purchase price represent and warrant that the Shares arebeing purchased only for investment and without any present intention to sell or distribute suchShares if, in the opinion of counsel for the Company, such a representation and warranty isrequired by law.     (i) Withholding. In order to provide the Company with the opportunity to claim thebenefit of any income tax deduction which may be available to it upon the exercise of the Optionand in order to comply with all applicable federal or state income tax laws or regulations, theCompany may take such action as it deems appropriate to assure that, if necessary, all applicablefederal or state payroll, withholding, income or other taxes are withheld or collected from theOptionee.     (j) Consultation With Professional Tax and Investment Advisors. The Optioneeacknowledges that the grant, exercise, vesting or any payment with respect to this Option, and thesale or other taxable disposition of the Shares acquired pursuant to the exercise thereof, may havetax consequences pursuant to the Code or under local, state or international tax laws. TheOptionee further acknowledges that such Optionee is relying solely and exclusively on theOptionee’s own professional tax and investment advisors with respect to any and all such matters(and is not relying, in any manner, on the Company or any of its employees or representatives).Finally, the Optionee understands and agrees that any and all tax consequences resulting from thisOption and its grant, exercise, vesting or any payment with respect thereto, and the sale or othertaxable disposition of the Shares acquired pursuant to the Plan, is solely and exclusively theresponsibility of the Optionee without any expectation or understanding that the Company or any ofits employees or representatives will pay or reimburse such holder for such taxes or other items.
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