FOR A PERIOD OF THREE YEARS FROM THE DATE OF
SUCH TERMINATION OR EXPIRATION OF THE STATED TERM OF THE OPTION, WHICHEVER
PERIOD IS THE SHORTER.
(C)
TERMINATION FOR CAUSE.
IF THE OPTIONEE'S RELATIONSHIP WITH OR
EMPLOYMENT BY THE COMPANY IS TERMINATED BY THE COMPANY FOR "CAUSE" (AS DEFINED
IN THE PLAN), THE OPTION SHALL THEREUPON TERMINATE.
NOTWITHSTANDING THE
FOREGOING, NOTHING HEREIN SHALL BE DEEMED TO ALTER THE AT-WILL EMPLOYMENT STATUS
OF AN EMPLOYEE OF THE COMPANY IN ANY WAY.
B-2
(D)
OTHER TERMINATION.
IF THE OPTIONEE'S RELATIONSHIP WITH OR
EMPLOYMENT BY THE
COMPANY TERMINATES FOR ANY REASON OTHER THAN DEATH OR
DISABILITY OR FOR CAUSE, THIS OPTION MAY, TO THE EXTENT SUCH OPTION HAS VESTED,
THEREAFTER BE EXERCISED BY THE OPTIONEE FOR A PERIOD OF THREE MONTHS FROM THE
DATE OF SUCH TERMINATION OR EXPIRATION OF THE STATED TERM OF THE OPTION,
WHICHEVER PERIOD IS THE SHORTER; PROVIDED, HOWEVER, THAT IF SUCH TERMINATION IS
BY ACTION OF THE COMPANY WITHIN 18 MONTHS FOLLOWING A CHANGE IN CONTROL (OTHER
THAN DISCHARGE FOR CAUSE), ANY UNEXERCISED PORTION OF THIS OPTION MAY BE
EXERCISED BY THE OPTIONEE UNTIL THE EARLIER OF SIX MONTHS AND ONE DAY AFTER SUCH
TERMINATION OR THE EXPIRATION OF SUCH OPTION IN ACCORDANCE WITH THE TERMS
HEREOF.
6.
ADJUSTMENTS ON RECAPITALIZATION; DISSOLUTION OR LIQUIDATION.
THE
NUMBER OF SHARES OF COMMON STOCK SUBJECT HERETO AND THE OPTION PRICE PER SHARE
SHALL BE PROPORTIONATELY ADJUSTED FOR ANY INCREASE OR DECREASE IN THE NUMBER OF
ISSUED SHARES OF THE COMMON STOCK RESULTING FROM THE SUBDIVISION OR
CONSOLIDATION OF THE SHARES, OR THE PAYMENT OF A STOCK DIVIDEND AFTER THE DATE
OF GRANT, OR OTHER DECREASE OR INCREASE IN THE SHARES OF COMMON STOCK
OUTSTANDING EFFECTED WITHOUT RECEIPT OF CONSIDERATION BY THE COMPANY; PROVIDED,
HOWEVER, THAT ANY OPTIONS TO PURCHASE FRACTIONAL SHARES RESULTING FROM SUCH
ADJUSTMENTS SHALL BE ELIMINATED.
Notwithstanding anything in this Option Agreement to the contrary, in the event
of the proposed dissolution, liquidation or reorganization of the Company, other
than pursuant to certain mergers or consolidations), the Option granted
hereunder shall terminate as of a date to be fixed by the Committee (as that
term is defined in the Plan); provided that not less than 30 day's prior written
notice of the date so fixed shall be given to the Optionee, and the Optionee
shall have the right, during the period of thirty (30) days preceding such
termination, to exercise his or her Option as to all or any part of the shares
covered thereby, including shares as to which such Option would not otherwise be
exercisable.
7.
SUBJECT TO PLAN.
THIS OPTION IS SUBJECT TO ALL THE TERMS AND
CONDITIONS OF THE PLAN (AND SPECIFICALLY TO THE POWER OF THE COMMITTEE TO MAKE
INTERPRETATIONS OF THE PLAN AND OF THE OPTIONS GRANTED THEREUNDER, AND OF THE
BOARD OF DIRECTORS OF THE COMPANY ("BOARD OF DIRECTORS") TO ALTER, AMEND,
SUSPEND OR DISCONTINUE THE PLAN SUBJECT TO THE LIMITATIONS EXPRESSED IN THE
PLAN), THE PROVISIONS OF WHICH ARE HEREBY