ACCORDANCE
WITH APPLICABLE LAWS SHALL BE PROVIDED) AS SOON AS PRACTICABLE FOLLOWING RECEIPT
OF NOTICE OF EXERCISE AND PAYMENT OF THE OPTION PRICE (EXCEPT AS MAY OTHERWISE
BE DETERMINED BY THE CORPORATION IN THE EVENT OF PAYMENT OF THE OPTION PRICE
PURSUANT TO SECTION 7(G)(III)).
(B)
WITHHOLDING: IF AND TO THE EXTENT REQUIRED BY APPLICABLE LAWS,
RULES OR REGULATIONS, THE CORPORATION SHALL WITHHOLD ALL REQUIRED LOCAL, STATE,
FEDERAL, FOREIGN AND OTHER TAXES AND ANY OTHER AMOUNT REQUIRED TO BE WITHHELD BY
ANY GOVERNMENTAL AUTHORITY OR LAW FROM ANY AMOUNT PAYABLE WITH RESPECT TO AN
OPTION.
PRIOR TO THE DELIVERY OR TRANSFER OF ANY CERTIFICATE FOR SHARES OR ANY
OTHER BENEFIT CONFERRED UNDER THE PLAN, THE CORPORATION SHALL REQUIRE ANY
RECIPIENT OF AN OPTION TO PAY TO THE CORPORATION IN CASH THE AMOUNT OF ANY TAX
OR OTHER AMOUNT REQUIRED BY ANY GOVERNMENTAL AUTHORITY TO BE WITHHELD AND PAID
OVER BY THE CORPORATION TO SUCH AUTHORITY FOR THE ACCOUNT OF SUCH RECIPIENT.
NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATOR MAY ESTABLISH PROCEDURES TO
PERMIT A RECIPIENT TO SATISFY SUCH OBLIGATION IN WHOLE OR IN PART, AND ANY
LOCAL, STATE, FEDERAL, FOREIGN OR OTHER INCOME TAX OBLIGATIONS RELATING TO SUCH
AN OPTION, BY ELECTING (THE "ELECTION") TO HAVE THE CORPORATION WITHHOLD SHARES
OF COMMON STOCK FROM THE SHARES TO WHICH THE RECIPIENT IS ENTITLED. THE NUMBER
OF SHARES TO BE WITHHELD SHALL HAVE A FAIR MARKET VALUE AS OF THE DATE THAT THE
AMOUNT OF TAX TO BE WITHHELD IS DETERMINED AS NEARLY EQUAL AS POSSIBLE TO (BUT
NOT EXCEEDING) THE AMOUNT OF SUCH OBLIGATIONS BEING SATISFIED. EACH ELECTION
MUST BE MADE IN WRITING TO THE ADMINISTRATOR IN ACCORDANCE WITH ELECTION
PROCEDURES ESTABLISHED BY THE ADMINISTRATOR.
(C)
SECTION 16(B) COMPLIANCE:
TO THE EXTENT THAT ANY
PARTICIPANTS IN THE PLAN ARE SUBJECT TO SECTION 16(B) OF THE EXCHANGE ACT, IT IS
THE GENERAL INTENTION OF THE CORPORATION THAT TRANSACTIONS UNDER THE PLAN SHALL
COMPLY WITH RULE 16B-3 UNDER THE EXCHANGE ACT AND THAT THE PLAN SHALL BE
CONSTRUED IN FAVOR OF SUCH PLAN TRANSACTIONS MEETING THE REQUIREMENTS OF RULE
16B-3 OR ANY SUCCESSOR RULES THERETO.
(D)
UNFUNDED PLAN; NO EFFECT ON OTHER PLANS:
13
(I)
THE PLAN SHALL BE UNFUNDED, AND THE CORPORATION SHALL NOT BE
REQUIRED TO CREATE A TRUST OR SEGREGATE ANY ASSETS THAT MAY AT ANY TIME BE
REPRESENTED BY OPTIONS UNDER THE PLAN.
THE PLAN SHALL NOT ESTABLISH ANY
FIDUCIARY RELATIONSHIP BETWEEN THE CORPORATION AND ANY PARTICIPANT OR OTHER
PERSON.
NEITHER A PARTICIPANT NOR ANY OTHER PERSON SHALL, BY REASON OF THE
PLAN, ACQUIRE ANY RIGHT IN OR TITLE TO ANY ASSETS, FUNDS OR PROPERTY OF THE
CORPORATION OR ANY AFFILIATE, INCLUDING, WITHOUT LIMITATION, ANY SPECIFIC FUNDS,
ASSETS OR OTHER PROPERTY WHICH THE CORPORATION OR ANY AFFILIATE, IN THEIR
DISCRETION, MAY SET ASIDE IN ANTICIPATION OF A LIABILITY UNDER THE PLAN.
A
PARTICIPANT SHALL HAVE ONLY A CONTRACTUAL RIGHT TO THE COMMON STOCK OR OTHER
AMOUNTS, IF ANY, PAYABLE UNDER THE PLAN, UNSECURED BY ANY ASSETS OF THE
CORPORATION OR