DELIVERED IN ESCROW TO THE CORPORATION TO BE HELD UNTIL THE
PARTICIPANT'S INTEREST IN SUCH SHARES (OR OTHER SECURITIES OR ASSETS) VESTS.
ALTERNATIVELY, IF THE UNVESTED SHARES ARE ISSUED DIRECTLY TO THE PARTICIPANT,
THE RESTRICTIVE LEGEND ON THE CERTIFICATES FOR SUCH SHARES SHALL READ
SUBSTANTIALLY AS FOLLOWS:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE ACCORDINGLY
SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND (II) CANCELLATION OR REPURCHASE
IN THE EVENT THE REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) CEASES
TO REMAIN IN THE CORPORATION'S SERVICE.
SUCH TRANSFER RESTRICTIONS AND THE
TERMS AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE ARE SET FORTH IN A STOCK
ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER (OR HIS/HER
PREDECESSOR IN INTEREST) DATED _____________, 199__, A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICE OF THE CORPORATION."
23.
B.
THE PARTICIPANT SHALL HAVE NO RIGHT TO TRANSFER ANY UNVESTED
SHARES OF COMMON STOCK ISSUED TO HIM OR HER UNDER THE STOCK ISSUANCE PROGRAM.
FOR PURPOSES OF THIS RESTRICTION, THE TERM "TRANSFER" SHALL INCLUDE (WITHOUT
LIMITATION) ANY SALE, PLEDGE, ASSIGNMENT, ENCUMBRANCE, GIFT, OR OTHER
DISPOSITION OF SUCH SHARES, WHETHER VOLUNTARY OR INVOLUNTARY.
UPON ANY SUCH
ATTEMPTED TRANSFER, THE UNVESTED SHARES SHALL IMMEDIATELY BE CANCELLED, AND
NEITHER THE PARTICIPANT NOR THE PROPOSED TRANSFEREE SHALL HAVE ANY RIGHTS WITH
RESPECT TO THOSE SHARES.
HOWEVER, THE PARTICIPANT SHALL HAVE THE RIGHT TO MAKE
A GIFT OF UNVESTED SHARES ACQUIRED UNDER THE STOCK ISSUANCE PROGRAM TO HIS OR
HER SPOUSE OR ISSUE, INCLUDING ADOPTED CHILDREN, OR TO A TRUST ESTABLISHED FOR
SUCH SPOUSE OR ISSUE, PROVIDED THE DONEE OF SUCH SHARES DELIVERS TO THE
CORPORATION A WRITTEN AGREEMENT TO BE BOUND BY ALL THE PROVISIONS OF THE STOCK
ISSUANCE PROGRAM AND THE ISSUANCE AGREEMENT APPLICABLE TO THE GIFTED SHARES.
24.
ARTICLE FIVE
MISCELLANEOUS
I.
LOANS OR INSTALLMENT PAYMENTS
A.
THE PLAN ADMINISTRATOR MAY, IN ITS DISCRETION, ASSIST ANY OPTIONEE
OR PARTICIPANT (INCLUDING AN OPTIONEE OR PARTICIPANT WHO IS AN OFFICER OF THE
CORPORATION) IN THE EXERCISE OF ONE OR MORE OPTIONS GRANTED TO SUCH OPTIONEE
UNDER THE DISCRETIONARY OPTION GRANT PROGRAM OR THE PURCHASE OF ONE OR MORE
SHARES ISSUED TO SUCH PARTICIPANT UNDER THE STOCK ISSUANCE PROGRAM, INCLUDING
THE SATISFACTION OF ANY FEDERAL AND STATE INCOME AND EMPLOYMENT TAX OBLIGATIONS
ARISING THEREFROM, BY (I) AUTHORIZING THE EXTENSION OF A LOAN FROM THE
CORPORATION TO SUCH OPTIONEE OR PARTICIPANT OR (II) PERMITTING THE OPTIONEE OR
PARTICIPANT TO PAY THE OPTION PRICE OR PURCHASE PRICE FOR THE PURCHASED COMMON
STOCK IN INSTALLMENTS OVER A PERIOD OF YEARS.
THE TERMS OF ANY LOAN OR
INSTALLMENT METHOD OF PAYMENT (INCLUDING THE INTEREST RATE AND TERMS OF
REPAYMENT) SHALL BE UPON SUCH TERMS AS THE PLAN ADMINISTRATOR SPECIFIES IN THE
APPLICABLE OPTION OR ISSUANCE AGREEMENT OR OTHERWISE DEEMS APPROPRIATE UNDER THE
CIRCUMSTANCES.
LOANS OR INSTALLMENT PAYMENTS MAY BE AUTHORIZED WITH OR WITHOUT
SECURITY OR COLLATERAL.
HOWEVER, THE MAXIMUM CREDIT AVAILABLE TO THE OPTIONEE
OR PARTICIPANT MAY NOT EXCEED THE OPTION OR PURCHASE PRICE OF THE ACQUIRED
SHARES