THE
OPTIONEE CEASES TO BE A MEMBER OF THE BOARD OF DIRECTORS DUE TO DEATH,
DISABILITY OR RETIREMENT. UPON THE DEATH OF THE OPTIONEE PRIOR
TO THE EXPIRATION OF [HIS] [HER] OPTION, [HIS] [HER] EXECUTORS, ADMINISTRATORS
OR ANY PERSON OR PERSONS TO WHOM [HIS] [HER] OPTION MAY BE TRANSFERRED BY WILL
OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SHALL HAVE THE RIGHT, AT ANY TIME
PRIOR TO THE EXPIRATION DATE OF THE OPTION TO EXERCISE THE OPTION WITH RESPECT
TO THE NUMBER OF SHARES THAT THE OPTIONEE WOULD HAVE BEEN ENTITLED TO EXERCISE
IF [HE] [SHE] WERE STILL ALIVE.
4.
THIS AGREEMENT MAY NOT BE CHANGED OR
TERMINATED ORALLY BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY SUCH CHANGE OR TERMINATION IS SOUGHT.
5.
THE COMPANY SHALL NOT BE DEEMED BY THE
GRANT OF THE OPTION TO BE REQUIRED TO RETAIN THE SERVICES OF THE OPTIONEE FOR
ANY PERIOD.
6.
THE OPTIONEE SHALL NOT HAVE ANY RIGHTS
AS A STOCKHOLDER WITH RESPECT TO ANY SHARES COVERED BY THE OPTION UNTIL THE DATE
OF THE ISSUANCE OF THE STOCK CERTIFICATE OR CERTIFICATES TO [HIM] [HER] FOR SUCH
SHARES FOLLOWING HIS EXERCISE OF THE OPTION PURSUANT TO ITS TERMS AND CONDITIONS
AND PAYMENT FOR THE SHARES.
NO ADJUSTMENT SHALL BE MADE FOR DIVIDENDS OR OTHER
RIGHTS FOR WHICH THE RECORD DATE IS PRIOR TO THE DATE SUCH CERTIFICATE OR
CERTIFICATES ARE ISSUED.
7.
THE OPTIONEE CONSENTS TO THE PLACING ON
THE CERTIFICATE FOR ANY SHARES COVERED BY THE OPTION OF AN APPROPRIATE LEGEND
RESTRICTING RESALE OR OTHER TRANSFER OF SUCH SHARES EXCEPT IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933 AND ALL APPLICABLE RULES THEREUNDER.
8.
IN THE EVENT OF ANY DIFFERENCE OF
OPINION CONCERNING THE MEANING OR EFFECT OF THE PLAN OR THIS AGREEMENT, SUCH
DIFFERENCE SHALL BE RESOLVED BY THE COMMITTEE REFERRED TO IN THE PLAN.
9.
THE VALIDITY, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
TEXAS.
ANY INVALIDITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OF ANY OTHER PROVISION.
10.
ALL OFFERS, NOTICES, DEMANDS, REQUESTS,
ACCEPTANCES OR OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY MADE OR GIVEN IF MAILED BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED.
ANY SUCH NOTICE MAILED TO THE COMPANY SHALL BE
ADDRESSED TO ITS PRINCIPAL OFFICE, AND ANY NOTICE MAILED TO THE OPTIONEE SHALL
BE ADDRESSED TO THE OPTIONEE'S RESIDENCE ADDRESS AS IT APPEARS ON THE BOOKS AND
RECORDS OF THE COMPANY OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HEREAFTER
DESIGNATE IN WRITING TO THE OTHER.
11.
THIS AGREEMENT SHALL, EXCEPT AS HEREIN
STATED TO THE CONTRARY, INURE TO THE BENEFIT OF AND BIND THE LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
12.
THIS OPTION IS A NONQUALIFIED STOCK OPTION
WHICH IS NOT INTENDED TO BE GOVERNED BY SECTION 422 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.