THE TERMS AND
CONDITIONS SET FORTH IN THE PLAN.
THE LATEST DATE ON WHICH THIS OPTION MAY BE
EXERCISED (THE "FINAL EXERCISE DATE") IS THE DATE WHICH IS THE SEVENTH (7TH)
ANNIVERSARY OF THE GRANT DATE, SUBJECT TO EARLIER TERMINATION IN ACCORDANCE WITH
THE TERMS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT.
(B)
PAYMENT OF EXERCISE PRICE.
THE FOLLOWING
ARE PERMITTED FORMS OF PAYMENT FOR THE EXERCISE OF THIS OPTION AND FOR THE
REMITTANCE OF WITHHOLDING TAXES PURSUANT TO SECTION 8: (A) CASH OR CHECK
ACCEPTABLE TO THE ADMINISTRATOR, (B) ACTUAL OR CONSTRUCTIVE TRANSFER TO THE
COMPANY OF SHARES OF STOCK OWNED BY THE OPTIONEE FOR AT LEAST SIX MONTHS (OR,
WITH THE CONSENT OF THE ADMINISTRATOR, FOR LESS THAN SIX MONTHS) HAVING AN
AGGREGATE FAIR MARKET VALUE AT THE DATE OF EXERCISE EQUAL TO THE AGGREGATE
EXERCISE PRICE OF THE AWARD, (C) AUTHORIZATION BY THE OPTIONEE OF THE COMPANY TO
WITHHOLD A NUMBER OF SHARES OF STOCK OTHERWISE ISSUABLE TO THE OPTIONEE UNDER
THIS OPTION HAVING AN AGGREGATE FAIR MARKET VALUE ON THE DATE OF EXERCISE EQUAL
TO THE AGGREGATE EXERCISE PRICE OF THIS OPTION AND, IF APPLICABLE, THE AMOUNT OF
ANY WITHHOLDING TAX, (D) AT SUCH TIME, IF ANY, AS THE STOCK IS PUBLICLY TRADED
THROUGH A BROKER-ASSISTED "CASHLESS" EXERCISE PROGRAM ACCEPTABLE TO THE
ADMINISTRATOR, AND (E) BY A COMBINATION OF SUCH METHODS OF PAYMENT.
4.
EFFECT OF CERTAIN TRANSACTIONS.
IN THE
EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE STOCKHOLDERS AGREEMENT), THIS
OPTION WILL VEST AND BECOME FULLY EXERCISABLE.
5.
REPRESENTATIONS AND WARRANTIES OF
OPTIONEE.
OPTIONEE REPRESENTS AND WARRANTS THAT:
(A)
AUTHORIZATION.
OPTIONEE HAS FULL LEGAL
CAPACITY, POWER, AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
PERFORM OPTIONEE'S OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED BY OPTIONEE AND IS THE LEGAL, VALID, AND BINDING OBLIGATION OF
OPTIONEE ENFORCEABLE AGAINST OPTIONEE IN ACCORDANCE WITH THE TERMS HEREOF.
(B)
NO CONFLICTS.
THE EXECUTION, DELIVERY, AND
PERFORMANCE BY OPTIONEE OF THIS AGREEMENT AND THE CONSUMMATION BY OPTIONEE OF
THE TRANSACTIONS CONTEMPLATED
2
HEREBY WILL NOT, WITH OR WITHOUT THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH
(I) VIOLATE ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION TO WHICH OPTIONEE
IS SUBJECT, (II) VIOLATE ANY ORDER, JUDGMENT OR DECREE APPLICABLE TO OPTIONEE,
OR (III) CONFLICT WITH, OR RESULT IN A BREACH OF DEFAULT UNDER, ANY TERM OR
CONDITION OF ANY AGREEMENT OR OTHER INSTRUMENT TO WHICH OPTIONEE IS A PARTY OR
BY WHICH OPTIONEE IS BOUND.
(C)
THOROUGH REVIEW, ETC.
OPTIONEE HAS
THOROUGHLY REVIEWED THE PLAN, THIS AGREEMENT, THE STOCKHOLDERS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT IN THEIR ENTIRETY.
OPTIONEE HAS HAD AN
OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL (OTHER THAN COUNSEL TO THE COMPANY
OR ITS AFFILIATES) PRIOR TO EXECUTING THIS AGREEMENT, AND FULLY UNDERSTANDS ALL
PROVISIONS OF THE PLAN AND THIS AGREEMENT.
(D)
KNOWLEDGE.
OPTIONEE HAS BEEN ADVISED THAT
NEITHER THIS OPTION OR THE SHARES RECEIVED UPON THIS OPTION'S EXERCISE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT