OF THIS OPTION (WHETHER VESTED OR
NOT) WILL BE CANCELLED AND DEEMED TERMINATED AS OF THE DATE OF HIS TERMINATION;
PROVIDED, HOWEVER, THAT IF THE OPTIONEE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY FOR REASONS OTHER THAN CAUSE (AS DEFINED IN THE EMPLOYMENT AGREEMENT
DATED AS OF MAY 1, 2003 BETWEEN THE OPTIONEE AND THE COMPANY), ANY OUTSTANDING
UNEXERCISED PORTION OF THIS OPTION, ONLY TO THE EXTENT VESTED AND EXERCISABLE ON
HIS DATE OF TERMINATION, MAY BE EXERCISED WITHIN THIRTY (30) DAYS AFTER HIS
TERMINATION DATE OR THE STATED TERM OF THE OPTION, WHICHEVER PERIOD IS SHORTER.
IF THE OPTIONEE IS ALSO A PARTICIPANT UNDER THE COMPANY'S CHANGE-IN-CONTROL
SEVERANCE PLAN (THE "SEVERANCE PLAN"), AND THE TERMS OF THIS PARAGRAPH CONFLICT
WITH THE TERMS OF THE SEVERANCE PLAN, SUCH CONFLICT SHALL BE RESOLVED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.7(B) OF THE SEVERANCE PLAN.
3.
THIS OPTION SHALL BE EXERCISED BY
GIVING WRITTEN NOTICE OF EXERCISE TO THE COMPANY AT 111 BAUER DRIVE, OAKLAND,
NJ
07430 (ATTENTION: CHIEF FINANCIAL OFFICER) WHICH SHALL SPECIFY THE NUMBER OF
SHARES OF STOCK TO BE PURCHASED AND WHICH SHALL BE ACCOMPANIED BY PAYMENT IN
FULL OF THE PURCHASE PRICE IN CASH.
4.
THE NUMBER OF SHARES OF STOCK SUBJECT
TO THIS OPTION AND THE PRICE TO BE PAID THEREFORE, SHALL BE SUBJECT TO
ADJUSTMENT AS FOLLOWS:
(A)
IN THE EVENT OF ANY CHANGE IN THE
OUTSTANDING STOCK BY REASON OF A DISSOLUTION OR LIQUIDATION OF THE COMPANY, SALE
OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, MERGER OR
CONSOLIDATION OF THE COMPANY WITH OR INTO ANY OTHER ENTITY IF THE COMPANY IS THE
SURVIVING CORPORATION, STATUTORY SHARE EXCHANGE INVOLVING CAPITAL STOCK OF THE
COMPANY, REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, STOCK DIVIDEND,
EXTRAORDINARY DIVIDEND, STOCK SPLIT, REVERSE STOCK SPLIT, STOCK COMBINATION,
RIGHTS OFFERING, SPIN-OFF OR OTHER RELEVANT CHANGE, THE COMPENSATION COMMITTEE
MAY ADJUST THE OPTION PRICE OR THE NUMBER OF SHARES OF STOCK SUBJECT THERETO,
AND ANY OR ALL OTHER MATTERS DEEMED APPROPRIATE BY THE COMPENSATION COMMITTEE,
INCLUDING, WITHOUT LIMITATION, ACCELERATING THE VESTING AND/OR EXERCISE PERIOD
PERTAINING TO SUCH GRANT.
(B)
IN THE EVENT OF THE CONSUMMATION OF A
REORGANIZATION, MERGER, SHARE EXCHANGE OR CONSOLIDATION IF, IN EACH CASE
FOLLOWING SUCH CONSUMMATION, THE OUTSTANDING SHARES OF STOCK ARE CONVERTED INTO
CASH, PROPERTY OR SECURITIES OF ANY ISSUER OTHER THAN THE COMPANY (A "BUSINESS
COMBINATION"), THE COMPENSATION COMMITTEE, IN ITS SOLE DISCRETION, MAY PROVIDE
FOR (I) THE SUBSTITUTION FOR SUCH OPTION OF NEW AWARDS COVERING THE STOCK OF A
SUCCESSOR CORPORATION (OR A PARENT OR SUBSIDIARY THEREOF), WITH APPROPRIATE
ADJUSTMENTS AS TO THE NUMBER AND KIND OF SHARES AND EXERCISE PRICES, (II) THE
ACCELERATION OF THE VESTING AND/OR EXERCISE PERIOD PERTAINING TO THE OPTION OR
(III) (1) THE CANCELLATION OF ANY PORTION OF THIS OPTION THAT IS THEN
EXERCISABLE AND THE PAYMENT TO THE HOLDER THEREOF, IN CASH OR STOCK, OR ANY
COMBINATION THEREOF, OF THE VALUE OF SUCH OPTION BASED UPON THE PRICE PER SHARE
OF STOCK RECEIVED OR TO BE RECEIVED BY OTHER