SET FORTH BELOW.
(A)
TERMINATION BY REASON OF DEATH.
IF THE OPTIONEE CEASES TO BE A
DIRECTOR BY REASON OF THE OPTIONEE'S DEATH, ANY PORTION OF THIS STOCK OPTION
OUTSTANDING ON SUCH DATE MAY BE EXERCISED BY HIS OR HER LEGAL REPRESENTATIVE OR
LEGATEE FOR A PERIOD OF 12 MONTHS FROM THE DATE OF DEATH OR UNTIL THE EXPIRATION
DATE, IF EARLIER.
(B)
OTHER TERMINATION.
IF THE OPTIONEE CEASES TO BE A DIRECTOR FOR
ANY REASON OTHER THAN THE OPTIONEE'S DEATH, ANY PORTION OF THIS STOCK OPTION
OUTSTANDING ON SUCH DATE MAY BE EXERCISED FOR A PERIOD OF NINETY DAYS FROM THE
DATE OF TERMINATION OR UNTIL THE EXPIRATION DATE, IF EARLIER.
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4.
INCORPORATION OF PLAN.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THIS STOCK OPTION SHALL BE SUBJECT TO AND GOVERNED BY ALL THE TERMS
AND CONDITIONS OF THE PLAN, INCLUDING THE POWERS OF THE COMMITTEE SET FORTH IN
SECTION 2(B) OF THE PLAN.
CAPITALIZED TERMS IN THIS AGREEMENT SHALL HAVE THE
MEANING SPECIFIED IN THE PLAN, UNLESS A DIFFERENT MEANING IS SPECIFIED HEREIN.
5.
TRANSFERABILITY.
THIS AGREEMENT IS PERSONAL TO THE OPTIONEE, IS
NON-ASSIGNABLE AND IS NOT TRANSFERABLE IN ANY MANNER, BY OPERATION OF LAW OR
OTHERWISE, OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS
STOCK OPTION IS EXERCISABLE, DURING THE OPTIONEE'S LIFETIME, ONLY BY THE
OPTIONEE, AND THEREAFTER, ONLY BY THE OPTIONEE'S LEGAL REPRESENTATIVE OR
LEGATEE.
6.
NO OBLIGATION TO CONTINUE AS A DIRECTOR.
NEITHER THE PLAN NOR
THIS STOCK OPTION CONFERS UPON THE OPTIONEE ANY RIGHTS WITH RESPECT TO
CONTINUANCE AS A DIRECTOR.
7.
NOTICES.
NOTICES HEREUNDER SHALL BE MAILED OR DELIVERED TO THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS AND SHALL BE MAILED OR DELIVERED TO
THE OPTIONEE AT THE ADDRESS ON FILE WITH THE COMPANY OR, IN EITHER CASE, AT SUCH
OTHER ADDRESS AS ONE PARTY MAY SUBSEQUENTLY FURNISH TO THE OTHER PARTY IN
WRITING.
8.
AMENDMENT.
PURSUANT TO SECTION 16 OF THE PLAN, THE COMMITTEE MAY
AT ANY TIME AMEND OR CANCEL ANY OUTSTANDING PORTION OF THIS STOCK OPTION, BUT NO
SUCH ACTION MAY BE TAKEN THAT ADVERSELY AFFECTS THE OPTIONEE'S RIGHTS UNDER THIS
AGREEMENT WITHOUT THE OPTIONEE'S CONSENT.
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