ON OR PRIOR TO
THE TERMINATION OF THE OPTION (AS SET FORTH IN SECTION 6 OF THIS AGREEMENT) UPON
PAYMENT OF THE EXERCISE PRICE FOR THE SHARES TO BE ACQUIRED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PLAN.
(B)
IF OPTIONEE IS ENTITLED TO EXERCISE THE VESTED AND EXERCISABLE
PORTION OF THE OPTION, AND WISHES TO DO SO, IN WHOLE OR PART, OPTIONEE SHALL
(I) DELIVER TO THE COMPANY A FULLY COMPLETED AND EXECUTED NOTICE OF EXERCISE, IN
THE FORM ATTACHED AS ANNEX A HERETO, OR SUCH OTHER FORM AS MAY HEREINAFTER BE
DESIGNATED BY THE COMPANY IN ITS SOLE DISCRETION, SPECIFYING THE EXERCISE DATE
AND THE NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED PURSUANT TO SUCH
EXERCISE AND (II) REMIT TO THE COMPANY IN A FORM SATISFACTORY TO THE COMPANY, IN
ITS SOLE DISCRETION, THE EXERCISE PRICE FOR THE SHARES TO BE ACQUIRED ON
EXERCISE OF THE OPTION, PLUS AN AMOUNT SUFFICIENT TO SATISFY ANY WITHHOLDING TAX
OBLIGATIONS OF THE COMPANY THAT ARISE IN CONNECTION WITH SUCH EXERCISE (AS
DETERMINED BY THE COMPANY) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10 OF
THE PLAN.
(C)
THE COMPANY'S OBLIGATION TO DELIVER SHARES OF THE COMMON STOCK TO
OPTIONEE UNDER THIS AGREEMENT IS SUBJECT TO AND CONDITIONED UPON OPTIONEE
SATISFYING ALL TAX OBLIGATIONS ASSOCIATED WITH OPTIONEE'S RECEIPT, HOLDING AND
EXERCISE OF THE OPTION.
UNLESS OTHERWISE APPROVED BY THE COMMITTEE, ALL SUCH
TAX OBLIGATIONS SHALL BE PAYABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10
OF THE PLAN.
(D)
THE COMPANY AND ITS SUBSIDIARIES, AS APPLICABLE, SHALL BE ENTITLED
TO DEDUCT FROM ANY COMPENSATION OTHERWISE DUE TO OPTIONEE THE AMOUNT NECESSARY
TO SATISFY ALL SUCH TAXES.
(E)
UPON FULL PAYMENT OF THE EXERCISE PRICE AND SATISFACTION OF ALL
APPLICABLE TAX OBLIGATIONS, AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS
OF THE PLAN AND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY SHALL
CAUSE CERTIFICATES FOR THE SHARES PURCHASED HEREUNDER TO BE DELIVERED TO
OPTIONEE OR CAUSE AN UNCERTIFICATED BOOK-ENTRY REPRESENTING SUCH SHARES TO BE
MADE.
6.
TERMINATION OF OPTION.
UNLESS THE OPTION
TERMINATES EARLIER AS PROVIDED IN THIS SECTION 6 THE OPTION SHALL TERMINATE AND
BECOME NULL AND VOID ON THE TENTH ANNIVERSARY OF THE GRANT DATE (THE "OPTION
GENERAL EXPIRATION DATE").
IF OPTIONEE CEASES TO BE AN EMPLOYEE OR NON-EMPLOYEE
DIRECTOR OF THE COMPANY FOR ANY REASON THE OPTION SHALL NOT CONTINUE TO VEST
AFTER SUCH CESSATION OF SERVICE AS AN EMPLOYEE OR NON-EMPLOYEE DIRECTOR OF THE
COMPANY.
2
(A)
IF OPTIONEE CEASES TO BE AN EMPLOYEE OR NON-EMPLOYEE DIRECTOR OF
THE COMPANY AND ANY SUBSIDIARY DUE TO DEATH OR DISABILITY, (I) THE PORTION OF
THE OPTION THAT WAS EXERCISABLE ON THE DATE OF SUCH CESSATION SHALL REMAIN
EXERCISABLE FOR, AND SHALL OTHERWISE TERMINATE AND BECOME NULL AND VOID AT THE
END OF, A PERIOD OF ONE YEAR FROM THE DATE OF SUCH DEATH OR DISABILITY, BUT IN
NO EVENT AFTER THE OPTION GENERAL EXPIRATION DATE; AND (II) THE PORTION OF THE