BE REQUIRED TO ISSUE OR DELIVER ANY CERTIFICATE FOR SHARES OF
ITS COMMON STOCK PURCHASED HEREUNDER PRIOR TO COMPLIANCE WITH APPLICABLE FEDERAL
AND STATE LAWS AND REGULATIONS WITH RESPECT TO THE ISSUANCE, REGISTRATION OR
LISTING OF SUCH SHARES.
9.
SECURITIES LAWS.
OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN
INFORMED OF, OR IS OTHERWISE FAMILIAR WITH, THE NATURE AND THE LIMITATIONS
IMPOSED BY THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE EXCHANGE ACT,
AND THE RULES AND REGULATIONS THEREUNDER (IN PARTICULAR, RULE 144, PROMULGATED
UNDER THE ACT AND SECTION 16 OF THE EXCHANGE ACT, AND RULE 16B-3 PROMULGATED
THEREUNDER), CONCERNING THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION AND
AGREES TO BE BOUND BY THE RESTRICTIONS EMBODIED IN SUCH ACT, THE EXCHANGE ACT,
AND ALL THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
10.
REPORTING OF PREMATURE DISPOSITION.
IF SHARES ACQUIRED THROUGH THE
EXERCISE OF AN OPTION ARE DISPOSED OF EITHER WITHIN TWO YEARS OF THE DATE OF
GRANT OR WITHIN ONE YEAR OF THE DATE THE OPTION WAS EXERCISED, THE OPTIONEE
SHALL PROMPTLY PROVIDE WRITTEN NOTICE TO THE COMPANY OF THE DATE OF DISPOSITION
AND THE AMOUNT REALIZED FROM THE DISPOSITION.
11.
MISCELLANEOUS; GOVERNING LAW.
(A)
IN THE EVENT THE OPTION SHALL BE EXERCISED IN WHOLE, THIS OPTION
AGREEMENT SHALL BE SURRENDERED TO THE COMPANY FOR CANCELLATION.
IN THE EVENT
THE OPTION SHALL BE EXERCISED IN PART, OR A CHANGE IN THE NUMBER OR DESIGNATION
OF THE COMMON STOCK SHALL BE MADE, THIS OPTION AGREEMENT SHALL BE DELIVERED BY
OPTIONEE TO THE COMPANY FOR THE PURPOSE OF MAKING APPROPRIATE NOTATION THEREON,
OR OF OTHERWISE REFLECTING, IN SUCH MANNER AS THE COMPANY SHALL DETERMINE, THE
PARTIAL EXERCISE OR THE CHANGE IN THE NUMBER OF DESIGNATION OF THE COMMON STOCK.
A-4
(B)
THE OPTION SHALL BE EXERCISED IN ACCORDANCE WITH SUCH
ADMINISTRATIVE REGULATIONS AS THE COMMITTEE SHALL FROM TIME TO TIME ADOPT TO THE
EXTENT NOT INCONSISTENT WITH SECTION 422 OF THE CODE AND REGULATIONS ISSUED
THEREUNDER.
(C)
THE OPTION AND THIS OPTION AGREEMENT SHALL BE CONSTRUED,
ADMINISTERED AND GOVERNED IN ALL RESPECTS UNDER AND BY THE LAWS OF THE STATE OF
NEW JERSEY TO THE EXTENT NOT INCONSISTENT WITH SECTION 422 OF THE CODE AND
REGULATIONS ISSUED THEREUNDER.
(D)
OPTIONEE HEREBY AGREES THAT HE OR SHE WILL MAKE SUCH ARRANGEMENTS
AS THE COMPANY DEEMS NECESSARY TO DISCHARGE ANY FEDERAL, STATE, OR LOCAL INCOME
OR PAYROLL TAX WITHHOLDING OBLIGATIONS IMPOSED UPON THE COMPANY WITH RESPECT TO
THIS OPTION.
UPON OPTIONEE'S REQUEST AND SUBJECT TO THE COMPANY'S APPROVAL, IN
ITS SOLE DISCRETION, AND IN COMPLIANCE WITH ANY APPLICABLE CONDITIONS OR
RESTRICTIONS OF LAW, THE COMPANY MAY WITHHOLD FROM FULLY VESTED SHARES OF COMMON
STOCK OTHERWISE ISSUABLE TO OPTIONEE UPON EXERCISE OF THE OPTION A NUMBER OF
WHOLE SHARES OF COMMON STOCK HAVING A FAIR MARKET VALUE, DETERMINED AS OF THE
DATE OF EXERCISE, NOT IN EXCESS OF THE MINIMUM AMOUNT OF TAX REQUIRED TO BE
WITHHELD BY LAW.
(E)
NOTHING CONTAINED IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE THE
RIGHT TO