become exercisable in installments over a period
of years, and/or upon the attainment of stated goals.
Unless the Committee
otherwise provides in writing, the date or dates on which the Option becomes
exercisable shall be tolled during any unpaid leave of absence.
E.
METHOD OF PAYMENT
The Option price shall be paid on the date of purchase specified in the notice
of exercise, as set forth in Paragraph I.
It shall be paid in such form as the
Committee shall, either by rules promulgated pursuant to the provisions of
Article III of the Plan, or in the particular Option Agreement, provide.
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F.
TERMINATION OF SERVICE
1.
A PARTICIPANT WHO CEASES TO BE A DIRECTOR FOR ANY REASON OTHER
THAN DEATH, DISABILITY, OR REMOVAL FOR CAUSE, MAY EXERCISE ANY OPTION GRANTED TO
SUCH PARTICIPANT, TO THE EXTENT THAT THE RIGHT TO PURCHASE SHARES THEREUNDER HAS
BECOME EXERCISABLE BY THE DATE OF SUCH TERMINATION, BUT ONLY WITHIN THREE
(3) MONTHS (OR SUCH OTHER PERIOD OF TIME AS THE COMMITTEE MAY DETERMINE), AFTER
SUCH DATE, OR, IF EARLIER, WITHIN THE ORIGINALLY PRESCRIBED TERM OF THE OPTION,
AND SUBJECT TO THE CONDITIONS THAT (I) NO OPTION SHALL BE EXERCISABLE AFTER THE
EXPIRATION OF THE TERM OF THE OPTION AND (II) UNLESS THE COMMITTEE OTHERWISE
PROVIDES, NO OPTION THAT HAS NOT BECOME EXERCISABLE BY THE DATE OF SUCH END OF
SERVICE SHALL AT ANY TIME THEREAFTER BE OR BECOME EXERCISABLE.
2.
A PARTICIPANT WHO CEASES TO BE A DIRECTOR AS A RESULT OF REMOVAL
FOR CAUSE SHALL, IMMEDIATELY UPON SUCH REMOVAL, CEASE TO HAVE ANY RIGHT TO
EXERCISE ANY OPTION, WHETHER OR NOT THEN VESTED OR UNVESTED.
FOR PURPOSES OF
THIS PLAN, CAUSE SHALL BE DEFINED TO INCLUDE (BUT SHALL NOT BE LIMITED TO)
WRONGFUL APPROPRIATION OF FUNDS OF THE COMPANY OR AN AFFILIATE, DIVULGING
CONFIDENTIAL INFORMATION ABOUT THE COMPANY OR AN AFFILIATE TO THE PUBLIC, THE
COMMISSION OF A GROSS MISDEMEANOR OR FELONY, OR THE PERFORMANCE OF ANY OTHER
ACTION THAT THE BOARD OR THE COMMITTEE, IN THEIR SOLE DISCRETION, MAY DEEM TO BE
SUFFICIENTLY INJURIOUS TO THE INTERESTS OF THE COMPANY OR AN AFFILIATE TO
CONSTITUTE SUBSTANTIAL CAUSE FOR REMOVAL.
THE DETERMINATION OF THE BOARD OR THE
COMMITTEE AS TO THE EXISTENCE OF CAUSE SHALL BE CONCLUSIVE AND BINDING UPON THE
PARTICIPANT AND THE COMPANY.
3.
EXCEPT AS THE COMMITTEE MAY OTHERWISE EXPRESSLY PROVIDE OR
DETERMINE, A PARTICIPANT WHO IS ABSENT FROM SERVICE ON THE BOARD BECAUSE OF
TEMPORARY DISABILITY (ANY DISABILITY OTHER THAN A PERMANENT AND TOTAL DISABILITY
AS DEFINED AT PARAGRAPH B(7) OF ARTICLE I HEREOF), OR WHO IS ON LEAVE OF ABSENCE
FOR ANY PURPOSE PERMITTED BY THE BOARD, SHALL NOT, DURING THE PERIOD OF ANY SUCH
ABSENCE, BE DEEMED, BY VIRTUE OF SUCH ABSENCE ALONE, TO HAVE TERMINATED HIS OR
HER RELATIONSHIP WITH THE COMPANY.
4.
PARAGRAPH F(1) SHALL CONTROL AND FIX THE RIGHTS OF A PARTICIPANT
WHO CEASES TO BE A DIRECTOR FOR ANY REASON OTHER THAN DEATH, DISABILITY, OR
REMOVAL FOR CAUSE, AND WHO SUBSEQUENTLY