NOTICE. THE OPTION MUST BE EXERCISED NO
LATER THAN 20 BUSINESS DAYS AFTER SUCH NOTICE HAS BEEN DELIVERED, SUBJECT TO
SATISFACTION OF ANY REQUIRED REGULATORY NOTICE REQUIREMENTS AND RECEIPT OF ALL
REQUIRED REGULATORY APPROVALS WITHIN 60 DAYS OF THE OPTION EXERCISE. THE OPTION
SHALL BE EXERCISED BY DELIVERY OF WRITTEN NOTICE TO THE SHAREHOLDER.
(B)
IF THE COMPANY DULY EXERCISES ITS OPTION TO PURCHASE THE SHARES
PROPOSED FOR TRANSFER, THE CLOSING OF SUCH PURCHASE (THE "CLOSING") SHALL TAKE
PLACE AT THE OFFICES OF THE COMPANY ON A SINGLE DATE AGREED TO BETWEEN THE
SHAREHOLDER AND THE COMPANY, WHICH DATE SHALL BE NOT LATER THAN 60 DAYS AFTER
THE DATE OF OPTION EXERCISE.
(C)
IF THE COMPANY FAILS TO TIMELY EXERCISE ITS OPTION TO PURCHASE
THE SHARES PROPOSED FOR TRANSFER, DURING THE REMAINING TERM OF THIS AGREEMENT
THE SHAREHOLDER MAY TRANSFER THE SHARES PROPOSED FOR TRANSFER IN ACCORDANCE WITH
THE MATERIAL TERMS AND CONDITIONS OF THE PROPOSED TRANSFER SET FORTH IN THE
NOTICE AT A PER SHARE PRICE NOT LESS THAN 95% OF THE FAIR MARKET VALUE PER SHARE
ON THE NOTICE DATE.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
SHAREHOLDER SHALL NOT BE REQUIRED TO SELL THE SHARES PROPOSED FOR TRANSFER IF
THE FAIR MARKET VALUE PER SHARE ON THE CLOSING DATE IS LESS THAN 95% OF THE FAIR
MARKET VALUE PER SHARE ON THE NOTICE DATE.
2.5
OPTION EXERCISE.
THE OPTION SHALL BE EXERCISED IF, AND ONLY IF, A
MAJORITY OF THE COMPANY'S INDEPENDENT DIRECTORS (AS DEFINED UNDER ITEM 407(A) OF
REGULATION S-K OF THE SECURITIES AND EXCHANGE COMMISSION, OR ANY SUCCESSOR
REGULATION) DETERMINE AT THE TIME THAT EXERCISE OF THE OPTION IS IN THE
COMPANY'S BEST INTERESTS, FOLLOWING CONSULTATION WITH LEGAL AND FINANCIAL
ADVISERS AS THE INDEPENDENT DIRECTORS DETERMINE APPROPRIATE.
2.6
ADJUSTMENTS IN NUMBER OF SHARES SUBJECT TO THE OPTION.
IN THE
EVENT OF ANY MERGER, REORGANIZATION, CONSOLIDATION, RECAPITALIZATION,
SEPARATION, LIQUIDATION, STOCK DIVIDEND,
3
SPLIT-UP, SHARE COMBINATION, OR OTHER CHANGE IN THE CORPORATE STRUCTURE OF THE
COMPANY AFFECTING THE NUMBER OF OUTSTANDING SHARES OF ITS STOCK OR THE KIND OF
SHARES OR SECURITIES, AN APPROPRIATE AND PROPORTIONATE ADJUSTMENT SHALL BE MADE
IN THE NUMBER AND KIND OF SHARES WHICH MAY BE DELIVERED UNDER THE THIS
AGREEMENT.
IF THE COMPANY SHALL AT ANY TIME MERGE OR CONSOLIDATE WITH OR INTO
ANOTHER CORPORATION OR ASSOCIATION, SHARES SUBJECT TO THIS AGREEMENT SHALL
THEREAFTER BE THE SECURITIES OR PROPERTY TO WHICH THE SHAREHOLDER WOULD HAVE
BEEN ENTITLED UPON SUCH MERGER OR CONSOLIDATION.
Section 3 - Time and Manner of Payment
3.1
PAYMENT IN CASH; CLOSING.
THE COMPANY SHALL PAY THE PURCHASE
PRICE FOR THE SHARES PROPOSED FOR TRANSFER IN CASH OR OTHER IMMEDIATELY
AVAILABLE FUNDS ON THE CLOSING DATE, WHICH DATE MAY OCCUR AFTER THE END OF THE
OFFER PERIOD.
3.2
INSURANCE.
THE COMPANY MAY PROCURE AND MAINTAIN ON THE LIFE OF
EITHER OR BOTH OF THE TRAGERS POLICIES OF INSURANCE IN ORDER TO FACILITATE THE
PURCHASE OF THE SHARES HEREUNDER, AND THE TRAGERS HEREBY AGREE TO COOPERATE IN