NOT THEN SEPARATELY QUOTED OR PUBLICLY TRADED, THE FAIR MARKET VALUE ON
THE DATE SUCH VALUE IS TO BE DETERMINED, AS DETERMINED IN GOOD FAITH BY THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
2.
EXERCISE OF UNITS.
(A)
THE UNIT HOLDER MAY ELECT TO BE PAID FOR
ANY THEN VESTED UNIT BY TIMELY DELIVERING OR MAILING TO THE COMPANY (IN
ACCORDANCE WITH PARAGRAPH 10 BELOW), ATTENTION: CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER, A NOTICE OF EXERCISE, IN THE FORM PRESCRIBED BY THE
COMPANY, STATING THEREIN THAT THE UNIT HOLDER HAS ELECTED TO EXERCISE HIS UNITS
AND SPECIFYING THEREIN THE NUMBER OF VESTED UNITS FOR WHICH HE IS ELECTING TO BE
PAID.
THE EXERCISE OF ANY UNITS SHALL NOT BE DEEMED EFFECTIVE UNLESS AND UNTIL
THE UNIT HOLDER HAS COMPLIED WITH ALL OF THE PROVISIONS OF THIS PARAGRAPH 2(A).
UPON AN EFFECTIVE EXERCISE OF ANY ONE OR MORE UNITS, THE COMPANY SHALL
THEREAFTER PAY THE UNIT HOLDER IN COMPLETE SATISFACTION OF EACH UNIT WITH
RESPECT TO WHICH SUCH RIGHT AND OPTION HAS BEEN EXERCISED AN AMOUNT EQUAL TO:
(I) THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK ON THE DATE OF EXERCISE
OF SUCH RIGHT AND OPTION MINUS (II) THE BASE PRICE.
SUCH PAYMENT SHALL BE MADE
TO THE UNIT HOLDER WITHIN 30 DAYS AFTER THE EXERCISE OF SUCH RIGHT AND OPTION.
(B)
NO UNITS SHALL VEST OR BECOME EXERCISABLE
DURING THE FIRST YEAR FROM THE DATE OF GRANT HEREOF; THEREAFTER UNITS SHALL VEST
AND BECOME EXERCISABLE IN INSTALLMENTS AS TO (I) NO MORE THAN TWENTY-FIVE
PERCENT (25%) OF THE TOTAL NUMBER OF UNITS SUBJECT TO THIS AGREEMENT DURING THE
SECOND YEAR FROM THE DATE HEREOF, (II) NO MORE THAN FIFTY PERCENT (50%) OF THE
TOTAL NUMBER OF UNITS SUBJECT TO THIS AGREEMENT DURING THE THIRD YEAR FROM THE
DATE HEREOF, (III) NO MORE THAN SEVENTY-FIVE PERCENT (75%) OF THE TOTAL NUMBER
OF UNITS SUBJECT TO THIS AGREEMENT DURING THE FOURTH YEAR FROM THE DATE HEREOF,
AND (IV) ALL UNITS SUBJECT TO THIS AGREEMENT FROM AND AFTER THE FOURTH
ANNIVERSARY OF THE DATE HEREOF.
NOTWITHSTANDING THE FOREGOING, IF AT ANY TIME
PRIOR TO THE VESTING IN FULL OF ALL UNITS THE UNIT HOLDER'S SERVICE AS A MEMBER
OF THE BOARD IS TERMINATED DUE TO THE UNIT HOLDER'S DEATH OR DISABILITY (AS
DISABILITY IS DEFINED PARAGRAPH 4 BELOW), THEN ALL UNEXERCISED UNITS COVERED
HEREBY THAT HAVE NOT VESTED AND BECOME EXERCISABLE AS OF THE EFFECTIVE DATE OF
THE UNIT HOLDER'S TERMINATION OF SERVICE DUE TO DEATH OR DISABILITY SHALL BE
DEEMED TO HAVE VESTED AND BECOME IMMEDIATELY EXERCISABLE IN FULL EFFECTIVE ON
AND AS OF SUCH DATE OF TERMINATION OF SERVICE.
(C)
IN CONNECTION WITH THE EXERCISE OF ANY ONE
OR MORE UNITS AND AS A CONDITION TO DELIVERY OF ANY PAYMENT TO WHICH THE UNIT
HOLDER IS ENTITLED UPON SUCH EXERCISE, THE COMPANY MAY WITHHOLD FROM SUCH
PAYMENT AN AMOUNT SUFFICIENT TO SATISFY ALL CURRENT OR ESTIMATED FUTURE FEDERAL,
STATE AND LOCAL WITHHOLDING TAX REQUIREMENTS