AGREEMENT, BE EXERCISED BY
HIS PERSONAL REPRESENTATIVE OR BY ANY PERSON EMPOWERED TO DO SO UNDER THE
DECEASED HOLDER'S WILL OR UNDER THE THEN APPLICABLE LAWS OF DESCENT AND
DISTRIBUTION.
(B)
NOTWITHSTANDING SECTION 11(A), THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, MAY DETERMINE TO PERMIT A HOLDER TO TRANSFER AN AWARD OTHER THAN AN
INCENTIVE STOCK OPTION TO ANY ONE OR MORE PERMITTED TRANSFEREES, SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS:
(I) AN AWARD TRANSFERRED TO A PERMITTED
TRANSFEREE SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY THE PERMITTED TRANSFEREE
OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION; (II) AN AWARD
TRANSFERRED TO A PERMITTED TRANSFEREE SHALL CONTINUE TO BE SUBJECT TO ALL THE
TERMS AND CONDITIONS OF THE AWARD AS APPLICABLE TO THE ORIGINAL HOLDER (OTHER
THAN THE ABILITY TO FURTHER TRANSFER THE AWARD); AND (III) THE HOLDER AND THE
PERMITTED TRANSFEREE SHALL EXECUTE ANY AND ALL DOCUMENTS REQUESTED BY THE
ADMINISTRATOR, INCLUDING, WITHOUT LIMITATION DOCUMENTS TO (A) CONFIRM THE STATUS
OF THE TRANSFEREE AS A PERMITTED TRANSFEREE, (B) SATISFY ANY REQUIREMENTS FOR AN
EXEMPTION FOR THE TRANSFER UNDER APPLICABLE FEDERAL, STATE AND FOREIGN
SECURITIES LAWS AND (C) EVIDENCE THE TRANSFER.
12.
GRANTS OF AWARDS TO INDEPENDENT DIRECTORS.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE GRANT OF ANY AWARD TO AN INDEPENDENT
DIRECTOR SHALL BE MADE BY THE BOARD PURSUANT TO A WRITTEN POLICY OR PROGRAM
WHICH MAY BE RECOMMENDED BY A COMMITTEE OF THE BOARD AND APPROVED BY THE BOARD
(THE "INDEPENDENT DIRECTOR EQUITY COMPENSATION POLICY") IN ITS DISCRETION.
THE
INDEPENDENT DIRECTOR EQUITY COMPENSATION POLICY SHALL SET FORTH THE TYPE OF
AWARD(S) TO BE GRANTED TO INDEPENDENT DIRECTORS, THE NUMBER OF SHARES TO BE
SUBJECT TO INDEPENDENT DIRECTOR AWARDS, THE CONDITIONS ON WHICH SUCH AWARDS
SHALL BE GRANTED, BECOME EXERCISABLE AND/OR PAYABLE AND EXPIRE, AND SUCH OTHER
TERMS AND CONDITIONS AS MAY BE SET FORTH IN THE INDEPENDENT DIRECTOR EQUITY
COMPENSATION POLICY AND DETERMINED BY THE BOARD IN ITS DISCRETION.
13.
Restricted Stock; Stock Purchase Rights.
(A)
RESTRICTED STOCK; RIGHTS TO PURCHASE.
RESTRICTED STOCK AND/OR
STOCK PURCHASE RIGHTS MAY BE ISSUED EITHER ALONE, IN ADDITION TO, OR IN TANDEM
WITH OPTIONS GRANTED UNDER THE PLAN AND/OR CASH AWARDS MADE OUTSIDE OF THE
PLAN.
AFTER THE ADMINISTRATOR DETERMINES THAT IT WILL OFFER RESTRICTED STOCK OR
STOCK PURCHASE RIGHTS UNDER THE PLAN, IT SHALL ADVISE THE OFFEREE IN WRITING OF
THE TERMS, CONDITIONS AND RESTRICTIONS RELATED TO THE OFFER, INCLUDING THE
NUMBER OF SHARES THAT SUCH PERSON SHALL BE ENTITLED TO PURCHASE, THE PRICE TO BE
PAID, IF ANY, AND THE TIME WITHIN WHICH SUCH PERSON MUST ACCEPT SUCH OFFER.
THE
OFFER SHALL BE ACCEPTED BY EXECUTION OF A RESTRICTED STOCK PURCHASE AGREEMENT IN
THE FORM DETERMINED BY THE ADMINISTRATOR.
(B)
REPURCHASE RIGHT; FORFEITURE.
UNLESS THE ADMINISTRATOR DETERMINES
OTHERWISE, THE RESTRICTED STOCK PURCHASE AGREEMENT SHALL GRANT THE COMPANY THE
RIGHT TO
12
REPURCHASE SHARES ACQUIRED UPON EXERCISE OF A STOCK PURCHASE RIGHT OR PROVIDE
FOR THE FORFEITURE OF SHARES ACQUIRED PURSUANT TO A RESTRICTED STOCK AWARD UPON
THE