THE OPTION,
MAKES FULL PAYMENT OF THE OPTION PRICE AND CERTIFICATES EVIDENCING OWNERSHIP OF
SHARES ARE ISSUED TO THE PARTICIPANT.
THEREAFTER, CASH DIVIDENDS, STOCK
DIVIDENDS, STOCK SPLITS AND OTHER SECURITIES AND RIGHTS TO SUBSCRIBE SHALL BE
PAID OR DISTRIBUTED WITH RESPECT TO SHARES ACQUIRED PURSUANT TO THE PLAN IN THE
SAME MANNER AS SUCH ITEMS ARE PAID OR DISTRIBUTED TO OTHER SHAREHOLDERS OF THE
COMPANY.
ADJUSTMENTS TO THE NUMBER AND KIND OF SHARES IN THE EVENT OF CERTAIN
TRANSACTIONS SHALL BE MADE AS DESCRIBED IN SECTION 5(B).
10
10.
NONTRANSFERABILITY OF OPTIONS; DEATH OR
DISABILITY OF PARTICIPANT.
NO OPTION ACQUIRED BY A PARTICIPANT UNDER THE PLAN
SHALL BE ASSIGNABLE OR TRANSFERABLE BY A PARTICIPANT, OTHER THAN BY WILL OR THE
LAWS OF DESCENT AND DISTRIBUTION, AND SUCH OPTIONS ARE EXERCISABLE, DURING HIS
LIFETIME, ONLY BY THE PARTICIPANT.
IN THE EVENT OF THE PARTICIPANT'S DEATH OR
DISABILITY, THE OPTION MAY BE EXERCISED BY THE PERSONAL REPRESENTATIVE OF THE
PARTICIPANT'S ESTATE OR IF NO PERSONAL REPRESENTATIVE HAS BEEN APPOINTED, BY THE
SUCCESSOR(S) IN INTEREST DETERMINED UNDER THE PARTICIPANT'S WILL OR UNDER THE
APPLICABLE LAWS OF DESCENT AND DISTRIBUTION DURING THE EXERCISE PERIOD SET FORTH
IN SECTION 6(E) HEREIN.
DURING SUCH EXERCISE PERIOD AND ONLY IF PRICE
QUOTATIONS FOR THE SHARES ARE NOT AVAILABLE ON ANY EXCHANGE OR NATIONAL MARKET
SYSTEM, IN THE CASE OF THE DEATH OR DISABILITY OF THE CEO, AN EXECUTIVE, OR A
DISCRETIONARY PARTICIPANT, SUCH INDIVIDUAL IN THE CASE OF DISABILITY, OR THE
BENEFICIAL HOLDER OF SUCH OPTION IN THE CASE OF DEATH, SHALL HAVE THE RIGHT
DURING THE EXERCISE PERIOD PROVIDED IN SECTION 6(E)(I) OR (II), AS APPLICABLE,
AND IN ACCORDANCE WITH PROCEDURES THAT THE COMMITTEE, IN ITS DISCRETION, MAY
ESTABLISH FROM TIME TO TIME, TO DEMAND THAT THE COMPANY PURCHASE EACH VESTED
OPTION AT A VALUE EQUAL TO THE VALUE OF THE DIFFERENCE BETWEEN THE FAIR MARKET
VALUE OF THE SHARES OF THE COMPANY AND THE EXERCISE PRICE OF SUCH OPTIONS.
11.
CHANGE IN CONTROL.
IN THE EVENT OF A
"CHANGE IN CONTROL" (AS DEFINED BELOW), ALL OPTIONS SHALL BECOME EXERCISABLE AS
TO ALL SHARES COVERED THEREBY WITHOUT REGARD TO THE NORMAL VESTING SCHEDULE OF
THE OPTIONS: (I) IMMEDIATELY UPON THE CHANGE IN CONTROL IF THE CHANGE IN CONTROL
IS OF THE NATURE DESCRIBED IN SECTIONS 11(A) OR (B); OR (II) STARTING ON A DATE
WHICH IS AT LEAST THIRTY (30) DAYS PRIOR TO SUCH CHANGE IN CONTROL IF THE CHANGE
IN CONTROL IS OF THE NATURE DESCRIBED IN SECTIONS 11(C) OR (D).
IF THE OPTIONS
WILL CONTINUE TO BE OUTSTANDING FOLLOWING THE CHANGE IN CONTROL, SUCH OPTIONS
WILL REMAIN FULLY EXERCISABLE FOLLOWING THE CHANGE IN CONTROL AND WILL NOT BE
SUBJECT TO ANY OTHER VESTING SCHEDULE, PROVIDED THAT SUCH OPTIONS WILL EXPIRE ON
THE EXPIRATION DATE AS SPECIFIED IN THE APPLICABLE OPTION AGREEMENT.
"CHANGE IN
CONTROL" SHALL MEAN THE OCCURRENCE OF ANY ONE OF THE FOLLOWING EVENTS:
(A)
ANY "PERSON" OTHER THAN AN EXISTING
SUBSTANTIAL SHAREHOLDER (AS DEFINED BELOW) BECOMES THE BENEFICIAL OWNER,
DIRECTLY OR