VALUE OF THE SHARE OF
COMMON STOCK AT THE TIME OF GRANT.
(B)
EXERCISABILITY.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, 25% OF ANY OPTION GRANTED UNDER THIS ARTICLE IX SHALL BE
EXERCISABLE ON OR AFTER EACH OF THE FOUR ANNIVERSARIES IMMEDIATELY FOLLOWING THE
DATE OF GRANT.
NOTWITHSTANDING THE FOREGOING, ALL OPTIONS SHALL FULLY VEST AND
BECOME EXERCISABLE UPON A CHANGE IN CONTROL.
(C)
METHOD OF EXERCISE.
A NON-EMPLOYEE
DIRECTOR ELECTING TO EXERCISE ONE OR MORE OPTIONS SHALL GIVE WRITTEN NOTICE OF
EXERCISE TO THE COMPANY SPECIFYING THE NUMBER OF SHARES TO BE PURCHASED.
COMMON
STOCK PURCHASED PURSUANT TO THE EXERCISE OF A STOCK OPTION SHALL BE PAID FOR AT
THE TIME OF EXERCISE AS FOLLOWS:
(I) IN CASH OR BY CHECK, BANK DRAFT OR MONEY
ORDER PAYABLE TO THE ORDER OF COMPANY; (II) SOLELY TO THE EXTENT PERMITTED BY
APPLICABLE LAW, IF THE COMMON STOCK IS TRADED ON A NATIONAL SECURITIES EXCHANGE,
THE NASDAQ STOCK MARKET, INC. OR QUOTED ON A NATIONAL QUOTATION SYSTEM SPONSORED
BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, THROUGH THE DELIVERY OF
IRREVOCABLE INSTRUCTIONS TO A BROKER TO DELIVER PROMPTLY TO THE COMPANY AN
AMOUNT EQUAL TO THE PURCHASE PRICE; OR (III) ON SUCH OTHER TERMS AND CONDITIONS
AS MAY BE ACCEPTABLE TO THE BOARD (WHICH MAY INCLUDE PAYMENT IN FULL OR PART IN
THE FORM OF COMMON STOCK OWNED BY THE PARTICIPANT FOR A PERIOD OF AT LEAST 6
MONTHS (AND FOR WHICH THE PARTICIPANT HAS GOOD TITLE FREE AND CLEAR OF ANY LIENS
AND ENCUMBRANCES) BASED ON THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE
PAYMENT DATE AS DETERMINED BY THE BOARD OR THE SURRENDER OF VESTED OPTIONS OWNED
BY THE PARTICIPANT).
NO SHARES OF COMMON STOCK SHALL BE ISSUED UNTIL PAYMENT
THEREFORE, AS PROVIDED HEREIN, HAS BEEN MADE OR PROVIDED FOR.
18
(D)
OPTION TERM.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, IF NOT PREVIOUSLY EXERCISED EACH OPTION SHALL EXPIRE UPON THE TENTH
ANNIVERSARY OF THE DATE OF THE GRANT THEREOF.
9.5.
TERMINATION OF DIRECTORSHIP.
THE FOLLOWING
RULES APPLY WITH REGARD TO OPTIONS (INCLUDING OPTIONS GRANTED UNDER ARTICLES VI
AND IX) UPON THE TERMINATION OF DIRECTORSHIP:
(A)
TERMINATION OF DIRECTORSHIP BY REASON OF
DEATH OR DISABILITY.
EXCEPT AS OTHERWISE PROVIDED HEREIN, UPON THE TERMINATION
OF DIRECTORSHIP, ON ACCOUNT OF DEATH OR DISABILITY, ALL THEN OUTSTANDING OPTIONS
SHALL FULLY VEST AND BECOME EXERCISABLE AND SHALL REMAIN EXERCISABLE BY THE
PARTICIPANT OR, IN THE CASE OF DEATH, BY THE PARTICIPANT'S ESTATE OR BY THE
PERSON GIVEN AUTHORITY TO EXERCISE SUCH OPTIONS BY HIS OR HER WILL OR BY
OPERATION OF LAW, AT ANY TIME WITHIN A PERIOD OF ONE YEAR FROM THE DATE OF SUCH
TERMINATION OF DIRECTORSHIP, BUT IN NO EVENT BEYOND THE EXPIRATION OF THE STATED
TERM OF SUCH STOCK OPTION.
(B)
OTHERWISE CEASING TO BE A DIRECTOR OTHER
THAN FOR CAUSE.
EXCEPT AS OTHERWISE PROVIDED HEREIN, UPON THE TERMINATION OF
DIRECTORSHIP, ON ACCOUNT OF RETIREMENT, RESIGNATION, FAILURE TO STAND FOR
REELECTION OR FAILURE TO BE REELECTED OR OTHERWISE OTHER THAN AS SET