OF THE CODE (AN "ELIGIBLE PARTICIPANT").
(C)
TERMINATION OF RELATIONSHIP WITH THE COMPANY.
IF THE PARTICIPANT
CEASES TO BE AN ELIGIBLE PARTICIPANT FOR ANY REASON, THEN, EXCEPT AS PROVIDED IN
PARAGRAPHS (D) AND (E) BELOW, THE RIGHT TO EXERCISE THIS AGREEMENT SHALL
TERMINATE THREE MONTHS AFTER SUCH CESSATION (BUT IN NO EVENT AFTER THE FINAL
EXERCISE DATE), PROVIDED THAT THIS AGREEMENT SHALL BE EXERCISABLE ONLY TO THE
EXTENT THAT THE PARTICIPANT WAS ENTITLED TO EXERCISE THIS AGREEMENT ON THE DATE
OF SUCH CESSATION.
NOTWITHSTANDING THE FOREGOING, IF THE PARTICIPANT, PRIOR TO
THE FINAL EXERCISE DATE, VIOLATES THE NON-COMPETITION OR CONFIDENTIALITY
PROVISIONS
of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
Agreement shall terminate immediately upon such violation.
(D)
EXERCISE PERIOD UPON DEATH OR DISABILITY.
UNLESS OTHERWISE AGREED
BY THE COMPANY AND THE PARTICIPANT, IF THE PARTICIPANT DIES OR BECOMES DISABLED
(WITHIN THE MEANING OF SECTION 22(E)(3) OF THE CODE) PRIOR TO THE FINAL EXERCISE
DATE WHILE HE OR SHE IS AN ELIGIBLE PARTICIPANT AND THE COMPANY HAS NOT
TERMINATED SUCH RELATIONSHIP FOR "CAUSE" AS SPECIFIED IN PARAGRAPH (E) BELOW,
THIS AGREEMENT SHALL BE EXERCISABLE, WITHIN THE PERIOD OF ONE YEAR FOLLOWING THE
DATE OF DEATH OR DISABILITY OF THE PARTICIPANT, BY THE PARTICIPANT (OR IN THE
CASE OF DEATH BY AN AUTHORIZED TRANSFEREE), PROVIDED THAT THIS AGREEMENT SHALL
BE EXERCISABLE ONLY TO THE EXTENT THAT THIS AGREEMENT WAS EXERCISABLE BY THE
PARTICIPANT ON THE DATE OF HIS OR HER DEATH OR DISABILITY, AND FURTHER PROVIDED
THAT THIS AGREEMENT SHALL NOT BE EXERCISABLE AFTER THE FINAL EXERCISE DATE.
(E)
TERMINATION FOR CAUSE.
IF, PRIOR TO THE FINAL EXERCISE DATE, THE
PARTICIPANT'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE (AS DEFINED
BELOW), THE RIGHT TO EXERCISE THIS AGREEMENT SHALL TERMINATE IMMEDIATELY UPON
THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT, UNLESS OTHERWISE AGREED BY
THE COMPANY AND THE PARTICIPANT.
IF THE PARTICIPANT IS PARTY TO AN EMPLOYMENT
OR SEVERANCE AGREEMENT WITH THE COMPANY THAT CONTAINS A DEFINITION OF "CAUSE"
FOR TERMINATION OF EMPLOYMENT, "CAUSE" SHALL HAVE THE MEANING ASCRIBED TO SUCH
TERM IN SUCH AGREEMENT.
OTHERWISE, "CAUSE" SHALL MEAN (I) ANY WILLFUL FAILURE
BY THE PARTICIPANT, WHICH FAILURE IS NOT CURED WITHIN 30 DAYS OF WRITTEN NOTICE
TO THE PARTICIPANT FROM THE COMPANY, TO PERFORM HIS OR HER MATERIAL
RESPONSIBILITIES TO THE COMPANY, OR (II) WILLFUL MISCONDUCT BY THE PARTICIPANT
THAT AFFECTS THE BUSINESS REPUTATION OF THE COMPANY, IN EITHER CASE AS
DETERMINED BY THE COMPANY, WHICH DETERMINATION SHALL BE CONCLUSIVE.
4.
TAX MATTERS.
(A)
WITHHOLDING.
NO SHARES WILL BE ISSUED PURSUANT TO THE EXERCISE OF
THIS AGREEMENT UNLESS AND UNTIL THE PARTICIPANT PAYS TO THE COMPANY, OR MAKES
PROVISION SATISFACTORY TO THE COMPANY FOR PAYMENT OF, ANY FEDERAL, STATE OR
LOCAL WITHHOLDING TAXES REQUIRED TO BE WITHHELD IN RESPECT OF THIS AGREEMENT.
(B)
DISQUALIFYING DISPOSITION.
TO THE EXTENT THE OPTION IS AN
INCENTIVE STOCK OPTION, IF THE PARTICIPANT DISPOSES OF SHARES ACQUIRED UPON
EXERCISE OF THIS