7.
TERMINATION OF EMPLOYMENT FOR CAUSE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL RIGHTS HEREUNDER WILL
BE IMMEDIATELY DISCONTINUED AND FORFEITED, AND THE COMPANY SHALL NOT HAVE ANY
FURTHER OBLIGATION HEREUNDER TO THE PARTICIPANT AND THE OPTION WILL NOT BE
EXERCISABLE FOR ANY NUMBER OF SHARES OF COMMON STOCK (EVEN IF THE OPTION
PREVIOUSLY BECAME EXERCISABLE), ON AND AFTER THE TIME THE PARTICIPANT IS
DISCHARGED FROM EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY FOR CAUSE.
8.
INVESTMENT REPRESENTATIONS.
IN
CONNECTION WITH THE ACQUISITION OF THIS OPTION, THE PARTICIPANT REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
THE PARTICIPANT IS ACQUIRING THIS OPTION
AND, UPON EXERCISE OF THE OPTION, WILL BE ACQUIRING SHARES OF COMMON STOCK FOR
INVESTMENT FOR HIS OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, AND NOT WITH A VIEW
TO OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.
(B)
THE PARTICIPANT HAS A PRE-EXISTING BUSINESS
OR PERSONAL RELATIONSHIP WITH THE COMPANY OR ONE OF ITS DIRECTORS, OFFICERS OR
CONTROLLING PERSONS AND BY REASON OF HIS BUSINESS OR FINANCIAL EXPERIENCE, HAS,
AND COULD BE REASONABLY ASSUMED TO HAVE, THE CAPACITY TO EVALUATE THE MERITS AND
RISKS OF PURCHASING SHARES OF COMMON STOCK AND TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT THERETO AND TO PROTECT PARTICIPANT'S INTEREST IN
CONNECTION WITH THE ACQUISITION OF THIS OPTION AND SHARES OF COMMON STOCK.
9.
MINIMUM EXERCISE.
THIS OPTION MAY NOT
BE EXERCISED FOR LESS THAN
SHARES OF COMMON STOCK UNLESS IT IS
EXERCISED FOR THE FULL NUMBER OF SHARES THAT REMAIN SUBJECT TO THE OPTION.
10.
FRACTIONAL SHARES.
FRACTIONAL SHARES SHALL
NOT BE ISSUABLE HEREUNDER, AND WHEN ANY PROVISION HEREOF MAY ENTITLE PARTICIPANT
TO A FRACTIONAL SHARE, SUCH FRACTION SHALL BE DISREGARDED.
11.
CHANGE IN CAPITAL STRUCTURE.
THE TERMS OF
THIS OPTION SHALL BE ADJUSTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
PLAN AS THE ADMINISTRATOR DETERMINES IS EQUITABLY REQUIRED IN THE EVENT THE
COMPANY EFFECTS ONE OR MORE STOCK DIVIDENDS, STOCK SPLIT-UPS, SUBDIVISIONS OR
CONSOLIDATIONS OF SHARES OR OTHER SIMILAR CHANGES IN CAPITALIZATION.
4
12.
NO RIGHT TO CONTINUED EMPLOYMENT.
THIS
OPTION DOES NOT CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUANCE OF
EMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY, NOR SHALL IT INTERFERE IN ANY WAY
WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO TERMINATE HIS EMPLOYMENT AT
ANY TIME.
13.
PARTICIPANT BOUND BY PLAN.
PARTICIPANT
HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND AGREES TO BE BOUND BY ALL
THE TERMS AND PROVISIONS OF THE PLAN.
14.
BINDING EFFECT.
SUBJECT TO THE LIMITATIONS
STATED ABOVE AND IN THE PLAN, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE LEGATEES, DISTRIBUTEES, TRANSFEREES AND PERSONAL
REPRESENTATIVES OF PARTICIPANT AND THE SUCCESSORS OF THE COMPANY.
15.
CONFLICTS.
IN THE EVENT OF ANY CONFLICT
BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE
PROVISIONS OF THE PLAN SHALL GOVERN.
ALL REFERENCES HEREIN TO THE PLAN SHALL
MEAN THE PLAN AS IN EFFECT ON THE DATE HEREOF.