OF SUCH
OPTION OR SAR IN AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF THE FAIR MARKET VALUE
(AS OF A DATE SPECIFIED BY THE BOARD) OF THE SHARES SUBJECT TO SUCH
10
OPTION OR SAR OVER THE AGGREGATE EXERCISE PRICE OF SUCH OPTION OR SAR AND
(III) IF DEEMED APPROPRIATE OR DESIRABLE BY THE BOARD, IN ITS SOLE AND PLENARY
DISCRETION, BY CANCELING AND TERMINATING ANY OPTION OR SAR HAVING A PER SHARE
EXERCISE PRICE EQUAL TO, OR IN EXCESS OF, THE FAIR MARKET VALUE OF A SHARE
SUBJECT TO SUCH OPTION OR SAR WITHOUT ANY PAYMENT OR CONSIDERATION THEREFOR.
SECTION 8.
GENERAL PROVISIONS.
(A)
NONTRANSFERABILITY.
EXCEPT AS OTHERWISE
SPECIFIED IN THE APPLICABLE AWARD AGREEMENT, DURING THE PARTICIPANT'S LIFETIME
EACH AWARD (AND ANY RIGHTS AND OBLIGATIONS THEREUNDER) SHALL BE EXERCISABLE ONLY
BY THE PARTICIPANT, OR, IF PERMISSIBLE UNDER APPLICABLE LAW, BY THE
PARTICIPANT'S LEGAL GUARDIAN OR REPRESENTATIVE, AND NO AWARD (OR ANY RIGHTS AND
OBLIGATIONS THEREUNDER) MAY BE ASSIGNED, ALIENATED, PLEDGED, ATTACHED, SOLD OR
OTHERWISE TRANSFERRED OR ENCUMBERED BY A PARTICIPANT OTHERWISE THAN BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION, AND ANY SUCH PURPORTED ASSIGNMENT,
ALIENATION, PLEDGE, ATTACHMENT, SALE, TRANSFER OR ENCUMBRANCE SHALL BE VOID AND
UNENFORCEABLE AGAINST THE COMPANY OR ANY OF ITS AFFILIATES; PROVIDED THAT
(I) THE DESIGNATION OF A BENEFICIARY SHALL NOT CONSTITUTE AN ASSIGNMENT,
ALIENATION, PLEDGE, ATTACHMENT, SALE, TRANSFER OR ENCUMBRANCE AND (II) THE BOARD
OR THE BOARD MAY PERMIT FURTHER TRANSFERABILITY, ON A GENERAL OR SPECIFIC BASIS,
AND MAY IMPOSE CONDITIONS AND LIMITATIONS ON ANY PERMITTED TRANSFERABILITY;
PROVIDED, HOWEVER, THAT INCENTIVE STOCK OPTIONS GRANTED UNDER THE PLAN SHALL NOT
BE TRANSFERABLE IN ANY WAY THAT WOULD VIOLATE SECTION 1.422-2(A)(2) OF THE
TREASURY REGULATIONS.
ALL TERMS AND CONDITIONS OF THE PLAN AND ALL AWARD
AGREEMENTS SHALL BE BINDING UPON ANY PERMITTED SUCCESSORS AND ASSIGNS.
(B)
NO RIGHTS TO AWARDS.
NO PARTICIPANT OR OTHER PERSON SHALL HAVE ANY CLAIM
TO BE GRANTED ANY AWARD, AND THERE IS NO OBLIGATION FOR UNIFORMITY OF TREATMENT
OF PARTICIPANTS OR HOLDERS OR BENEFICIARIES OF AWARDS.
THE TERMS AND CONDITIONS
OF AWARDS AND THE BOARD'S DETERMINATIONS AND INTERPRETATIONS WITH RESPECT
THERETO NEED NOT BE THE SAME WITH RESPECT TO EACH PARTICIPANT AND MAY BE MADE
SELECTIVELY AMONG PARTICIPANTS, WHETHER OR NOT SUCH PARTICIPANTS ARE SIMILARLY
SITUATED.
(C)
SHARE CERTIFICATES.
ALL CERTIFICATES FOR SHARES OR OTHER SECURITIES OF THE
COMPANY OR ANY OF ITS AFFILIATES DELIVERED UNDER THE PLAN PURSUANT TO ANY AWARD
OR THE EXERCISE THEREOF SHALL BE SUBJECT TO SUCH STOP TRANSFER ORDERS AND OTHER
RESTRICTIONS AS THE BOARD MAY DEEM ADVISABLE UNDER THE PLAN, THE APPLICABLE
AWARD AGREEMENT, ANY APPLICABLE FEDERAL OR STATE LAWS OR REGULATIONS AND THE
RULES, REGULATIONS AND REQUIREMENTS OF ANY STOCK EXCHANGE OR QUOTATION SYSTEM
UPON WHICH SUCH SHARES OR OTHER SECURITIES ARE THEN LISTED OR REPORTED, AND THE
BOARD MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH CERTIFICATES TO MAKE
APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
(D)
WITHHOLDING.
A PARTICIPANT MAY BE REQUIRED TO PAY TO