PRIOR TO THE EXPIRATION DATE AND PRIOR TO THE
TERMINATION OF PARTICIPANT'S RIGHTS UNDER PARAGRAPHS 3, 4, 5 OR 7.
IN THAT
EVENT, PARTICIPANT MAY EXERCISE THIS INCENTIVE STOCK OPTION DURING THE REMAINDER
OF THE PERIOD PRECEDING THE EXPIRATION DATE OR UNTIL THE DATE THAT IS 30 DAYS
AFTER THE DATE PARTICIPANT CEASES TO BE EMPLOYED BY THE COMPANY OR ANY
SUBSIDIARY OTHER THAN ON ACCOUNT OF DEATH OR DISABILITY OR BECAUSE PARTICIPANT
RETIRES, WHICHEVER IS SHORTER.
7.
TERMINATION OF EMPLOYMENT FOR CAUSE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL RIGHTS HEREUNDER WILL
BE IMMEDIATELY DISCONTINUED AND FORFEITED, AND THE COMPANY SHALL NOT HAVE ANY
FURTHER OBLIGATION HEREUNDER TO PARTICIPANT AND THE OPTION WILL NOT BE
EXERCISABLE FOR ANY NUMBER OF SHARES OF COMMON STOCK (EVEN IF THE OPTION
PREVIOUSLY BECAME EXERCISABLE), ON AND AFTER THE TIME PARTICIPANT IS DISCHARGED
FROM EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY FOR CAUSE.
8.
INVESTMENT REPRESENTATIONS.
IN
CONNECTION WITH THE ACQUISITION OF THIS OPTION, PARTICIPANT REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
PARTICIPANT IS ACQUIRING THIS OPTION AND,
UPON EXERCISE OF THE OPTION, WILL BE ACQUIRING SHARES OF COMMON STOCK FOR
INVESTMENT FOR PARTICIPANT'S OWN ACCOUNT,
3
NOT AS A NOMINEE OR AGENT, AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF.
(B)
PARTICIPANT HAS A PRE-EXISTING BUSINESS OR
PERSONAL RELATIONSHIP WITH THE COMPANY OR ONE OF ITS DIRECTORS, OFFICERS OR
CONTROLLING PERSONS AND BY REASON OF PARTICIPANT'S BUSINESS OR FINANCIAL
EXPERIENCE, HAS, AND COULD BE REASONABLY ASSUMED TO HAVE, THE CAPACITY TO
EVALUATE THE MERITS AND RISKS OF PURCHASING SHARES OF COMMON STOCK AND TO MAKE
AN INFORMED INVESTMENT DECISION WITH RESPECT THERETO AND TO PROTECT
PARTICIPANT'S INTEREST IN CONNECTION WITH THE ACQUISITION OF THIS OPTION AND
SHARES OF COMMON STOCK.
9.
MINIMUM EXERCISE.
THIS INCENTIVE STOCK
OPTION MAY NOT BE EXERCISED FOR LESS THAN
SHARES OF COMMON STOCK UNLESS IT
IS EXERCISED FOR THE FULL NUMBER OF SHARES THAT REMAIN SUBJECT TO THE INCENTIVE
STOCK OPTION.
10.
FRACTIONAL SHARES.
FRACTIONAL SHARES SHALL
NOT BE ISSUABLE HEREUNDER, AND WHEN ANY PROVISION HEREOF MAY ENTITLE PARTICIPANT
TO A FRACTIONAL SHARE, SUCH FRACTION SHALL BE DISREGARDED.
11.
TAX WITHHOLDING AND REPORTING.
PARTICIPANT
IS RESPONSIBLE FOR SATISFYING IN CASH OR CASH EQUIVALENT ANY INCOME AND
EMPLOYMENT (INCLUDING WITHOUT LIMITATION SOCIAL SECURITY AND MEDICARE) TAX
WITHHOLDING OBLIGATIONS ATTRIBUTABLE TO PARTICIPATION IN THE PLAN AS A RESULT OF
THE GRANT OR EXERCISE.
THE COMPANY SHALL COMPLY WITH ALL SUCH REPORTING AND
OTHER REQUIREMENTS RELATING TO THE ADMINISTRATION OF THE PLAN AND THE GRANT,
EXERCISE AND VESTING OF THIS INCENTIVE STOCK OPTION AS APPLICABLE LAW REQUIRES.
12.
CHANGE IN CAPITAL STRUCTURE.
THE TERMS OF
THIS INCENTIVE STOCK OPTION SHALL BE ADJUSTED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE PLAN AS THE ADMINISTRATOR DETERMINES IS EQUITABLY REQUIRED IN
THE EVENT THE COMPANY EFFECTS ONE OR MORE STOCK DIVIDENDS, STOCK SPLIT-UPS,
SUBDIVISIONS OR CONSOLIDATIONS OF SHARES OR OTHER SIMILAR CHANGES IN
CAPITALIZATION.
13.
NOTIFICATION UPON SALE.
PARTICIPANT SHALL
GIVE WRITTEN NOTICE