IN ACCORDANCE WITH SECTION 3
OF THIS AGREEMENT, THE OPTION MAY BE EXERCISED BY OPTIONEE AT ANY TIME, OR FROM
TIME TO TIME, IN WHOLE OR IN PART, ON OR PRIOR TO THE TERMINATION OF THE OPTION
(AS SET FORTH IN SECTION 5 OF THIS AGREEMENT)
UPON PAYMENT OF THE EXERCISE PRICE FOR THE SHARES TO BE ACQUIRED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PLAN.
(B)
IF OPTIONEE IS ENTITLED TO EXERCISE THE VESTED PORTION OF THE OPTION, AND
WISHES TO DO SO, IN WHOLE OR PART, OPTIONEE SHALL (I) DELIVER TO THE COMPANY A
FULLY COMPLETED AND EXECUTED NOTICE OF EXERCISE, IN THE FORM ATTACHED AS ANNEX A
HERETO, OR SUCH OTHER FORM AS MAY HEREINAFTER BE DESIGNATED BY THE COMPANY IN
ITS SOLE DISCRETION, SPECIFYING THE EXERCISE DATE AND THE NUMBER OF SHARES OF
COMMON STOCK TO BE PURCHASED PURSUANT TO SUCH EXERCISE AND (II) REMIT TO THE
COMPANY IN A FORM SATISFACTORY TO THE COMPANY, IN ITS SOLE DISCRETION, THE
EXERCISE PRICE FOR THE SHARES TO BE ACQUIRED ON EXERCISE OF THE OPTION, PLUS AN
AMOUNT SUFFICIENT TO SATISFY ANY WITHHOLDING TAX OBLIGATIONS OF THE COMPANY THAT
ARISE IN CONNECTION WITH SUCH EXERCISE (AS DETERMINED BY THE COMPANY) IN
ACCORDANCE WITH THE PROVISIONS OF SECTIONS 6(B) AND 10 OF THE PLAN.
(C)
THE COMPANY'S OBLIGATION TO DELIVER SHARES OF THE COMMON STOCK TO OPTIONEE
UNDER THIS AGREEMENT IS SUBJECT TO AND CONDITIONED UPON OPTIONEE SATISFYING ALL
TAX OBLIGATIONS ASSOCIATED WITH OPTIONEE'S RECEIPT, HOLDING AND EXERCISE OF THE
OPTION.
UNLESS OTHERWISE APPROVED BY THE BOARD, ALL SUCH TAX OBLIGATIONS SHALL
BE PAYABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6(B) OF THE PLAN.
THE
COMPANY AND ITS SUBSIDIARIES, AS APPLICABLE, SHALL BE ENTITLED TO DEDUCT FROM
ANY PAYMENT OTHERWISE DUE TO OPTIONEE THE AMOUNT NECESSARY TO SATISFY ALL SUCH
TAXES.
(D)
UPON FULL PAYMENT OF THE EXERCISE PRICE AND SATISFACTION OF ALL APPLICABLE
TAX OBLIGATIONS, AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS OF THE PLAN
AND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY SHALL CAUSE
CERTIFICATES FOR THE SHARES PURCHASED HEREUNDER TO BE DELIVERED TO OPTIONEE OR
CAUSE AN UNCERTIFICATED BOOK-ENTRY REPRESENTING THE SUCH SHARES TO BE MADE.
6.
TERMINATION OF OPTION.
THE OPTION SHALL TERMINATE AND BECOME NULL AND VOID
ON THE EARLIEST OF (A) THE PERFORMANCE DATE AS SET FORTH IN SECTION 3 IF THE
PERFORMANCE GOAL IS NOT ACHIEVED BY THE PERFORMANCE DATE, (B) THE LAST DAY OF
THE TEN-YEAR PERIOD COMMENCING ON THE GRANT DATE OR (C) AS PROVIDED IN
SECTION 6(E) OF THE PLAN.
IF OPTIONEE CEASES TO BE AN EMPLOYEE OF THE COMPANY
FOR ANY REASON THE OPTION SHALL NOT CONTINUE TO VEST AFTER SUCH CESSATION OF
SERVICE AS AN EMPLOYEE.
Upon the death of Optionee prior to the expiration of his Option, his executors,
administrators or any person or persons to whom his Option may be transferred by
will or by the laws of descent and distribution, shall have the right,