TO WHICH THE OPTION IS EXERCISED, AND (2) THE
PARTICIPANT SHALL PAY TO THE CORPORATION IN CASH THE REMAINING BALANCE OF SUCH
AGGREGATE EXERCISE PRICE NOT SATISFIED BY SUCH REDUCTION IN THE NUMBER OF WHOLE
SHARES TO BE ISSUED.
FOLLOWING A NET-EXERCISE, THE NUMBER OF SHARES REMAINING
SUBJECT TO THE OPTION, IF ANY, SHALL BE REDUCED BY THE SUM OF (1) THE NET NUMBER
OF SHARES ISSUED TO THE PARTICIPANT UPON SUCH EXERCISE, AND (2) THE NUMBER OF
SHARES DEDUCTED BY THE CORPORATION FOR PAYMENT OF THE AGGREGATE EXERCISE PRICE.
5
(III)
STOCK TENDER EXERCISE.
A "STOCK TENDER EXERCISE"
MEANS THE
DELIVERY OF A PROPERLY EXECUTED EXERCISE NOTICE ACCOMPANIED BY (1) THE
PARTICIPANT'S TENDER TO THE CORPORATION, OR ATTESTATION TO THE OWNERSHIP, IN A
FORM ACCEPTABLE TO THE CORPORATION OF WHOLE SHARES HAVING A FAIR MARKET VALUE
THAT DOES NOT EXCEED THE AGGREGATE EXERCISE PRICE FOR THE SHARES WITH RESPECT TO
WHICH THE OPTION IS EXERCISED, AND (2) THE PARTICIPANT'S PAYMENT TO THE
CORPORATION IN CASH OF THE REMAINING BALANCE OF SUCH AGGREGATE EXERCISE PRICE
NOT SATISFIED BY SUCH SHARES' FAIR MARKET VALUE.
A STOCK TENDER EXERCISE SHALL
NOT BE PERMITTED IF IT WOULD CONSTITUTE A VIOLATION OF THE PROVISIONS OF ANY
LAW, REGULATION OR AGREEMENT RESTRICTING THE REDEMPTION OF THE CORPORATION'S
STOCK.
IF REQUIRED BY THE CORPORATION, THE OPTION MAY NOT BE EXERCISED BY
TENDER TO THE CORPORATION, OR ATTESTATION TO THE OWNERSHIP, OF SHARES UNLESS
SUCH SHARES EITHER HAVE BEEN OWNED BY THE PARTICIPANT FOR A PERIOD OF TIME
REQUIRED BY THE CORPORATION (AND NOT USED FOR ANOTHER OPTION EXERCISE BY
ATTESTATION DURING SUCH PERIOD) OR WERE NOT ACQUIRED, DIRECTLY OR INDIRECTLY,
FROM THE CORPORATION.
4.4
TAX WITHHOLDING.
(A)
IN GENERAL.
REGARDLESS OF ANY ACTION TAKEN BY THE CORPORATION WITH
RESPECT TO ANY OR ALL INCOME TAX, SOCIAL INSURANCE, NATIONAL INSURANCE
CONTRIBUTIONS, PAYROLL TAX, PAYMENT ON ACCOUNT OR OTHER TAX-RELATED WITHHOLDING
(THE "TAX OBLIGATIONS"), THE PARTICIPANT ACKNOWLEDGES THAT THE ULTIMATE
LIABILITY FOR ALL TAX OBLIGATIONS LEGALLY DUE BY THE PARTICIPANT IS AND REMAINS
THE PARTICIPANT'S RESPONSIBILITY AND THAT THE CORPORATION (A) MAKES NO
REPRESENTATIONS OR UNDERTAKINGS REGARDING THE TREATMENT OF ANY TAX OBLIGATIONS
IN CONNECTION WITH ANY ASPECT OF THE OPTION, INCLUDING THE GRANT, VESTING OR
EXERCISE OF THE OPTION, THE SUBSEQUENT SALE OF SHARES ACQUIRED PURSUANT TO SUCH
EXERCISE, OR THE RECEIPT OF ANY DIVIDENDS AND (B) DOES NOT COMMIT TO STRUCTURE
THE TERMS OF THE GRANT OR ANY OTHER ASPECT OF THE OPTION TO REDUCE OR ELIMINATE
THE PARTICIPANT'S LIABILITY FOR TAX OBLIGATIONS.
AT THE TIME OF EXERCISE OF THE
OPTION, THE PARTICIPANT SHALL PAY OR MAKE ADEQUATE ARRANGEMENTS SATISFACTORY TO
THE CORPORATION TO SATISFY ALL WITHHOLDING OBLIGATIONS OF THE CORPORATION.
IN
THIS REGARD, AT THE TIME THE OPTION IS EXERCISED, IN WHOLE OR IN PART, OR AT ANY
TIME THEREAFTER AS REQUESTED BY THE CORPORATION, THE PARTICIPANT HEREBY
AUTHORIZES WITHHOLDING OF ALL APPLICABLE TAX OBLIGATIONS FROM PAYROLL AND ANY
OTHER AMOUNTS PAYABLE TO THE PARTICIPANT, AND OTHERWISE AGREES TO MAKE ADEQUATE
PROVISION FOR WITHHOLDING