NOTIFY THE COMPANY OF SUCH INTENDED DISPOSITION AND SHALL DELIVER TO
THE COMPANY AT OR PRIOR TO THE TIME OF SUCH DISPOSITION SUCH DOCUMENTATION AS
THE COMPANY MAY REASONABLY REQUEST IN CONNECTION WITH SUCH SALE AND, IN THE CASE
OF A DISPOSITION PURSUANT TO RULE 144, SHALL DELIVER TO THE COMPANY AN EXECUTED
COPY OF ANY NOTICE ON FORM 144 REQUIRED TO BE FILED WITH THE SEC.
4
(E)
THE MANAGEMENT STOCKHOLDER AGREES THAT, IF ANY SHARES OF THE
STOCK ARE OFFERED TO THE PUBLIC PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT (OTHER THAN REGISTRATION OF SECURITIES ISSUED UNDER AN EMPLOYEE
PLAN), THE MANAGEMENT STOCKHOLDER WILL NOT EFFECT ANY PUBLIC SALE OR
DISTRIBUTION OF ANY SHARES OF THE STOCK NOT COVERED BY SUCH REGISTRATION
STATEMENT FROM THE TIME OF THE RECEIPT OF A NOTICE FROM THE COMPANY THAT THE
COMPANY HAS FILED OR IMMINENTLY INTENDS TO FILE SUCH REGISTRATION STATEMENT TO,
OR WITHIN 180 CALENDAR DAYS AFTER, THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT, UNLESS OTHERWISE AGREED TO IN WRITING BY THE COMPANY.
(F)
THE MANAGEMENT STOCKHOLDER REPRESENTS AND WARRANTS THAT (I) HE
HAS RECEIVED AND REVIEWED THE AVAILABLE INFORMATION RELATING TO THE STOCK AND
(II) HE HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL INFORMATION OR
DOCUMENTS AND TO ASK QUESTIONS AND RECEIVE ANSWERS ABOUT SUCH INFORMATION, THE
COMPANY AND THE BUSINESS AND PROSPECTS OF THE COMPANY WHICH HE DEEMS NECESSARY
TO EVALUATE THE MERITS AND RISKS RELATED TO HIS INVESTMENT IN THE STOCK AND TO
VERIFY THE INFORMATION CONTAINED IN THE INFORMATION RECEIVED AS INDICATED IN
THIS SECTION 2(F), AND HE HAS RELIED SOLELY ON SUCH INFORMATION.
(G)
THE MANAGEMENT STOCKHOLDER FURTHER REPRESENTS AND WARRANTS THAT
(I) HIS FINANCIAL CONDITION IS SUCH THAT HE CAN AFFORD TO BEAR THE ECONOMIC RISK
OF HOLDING THE STOCK FOR AN INDEFINITE PERIOD OF TIME AND HAS ADEQUATE MEANS FOR
PROVIDING FOR HIS CURRENT NEEDS AND PERSONAL CONTINGENCIES, (II) HE CAN AFFORD
TO SUFFER A COMPLETE LOSS OF HIS OR HER INVESTMENT IN THE STOCK, (III) HE
UNDERSTANDS AND HAS TAKEN COGNIZANCE OF ALL RISK FACTORS RELATED TO THE PURCHASE
OF THE STOCK AND (IV) HIS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS ARE SUCH THAT HE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF HIS
PURCHASE OF THE STOCK AS CONTEMPLATED BY THIS AGREEMENT.
3.
TRANSFERABILITY OF STOCK.
THE MANAGEMENT STOCKHOLDER AGREES THAT HE WILL
NOT TRANSFER (I) ANY SHARES OF THE EXISTING STOCK AT ANY TIME COMMENCING ON THE
INITIAL INVESTMENT DATE AND PRIOR TO THE FIFTH ANNIVERSARY OF THE INITIAL
INVESTMENT DATE, (II) ANY SHARES OF THE NEW TIME OPTION STOCK AT ANY TIME
COMMENCING ON JANUARY 1, 2003 AND PRIOR TO JANUARY 1, 2008 AND (III) ANY SHARES
OF THE NEW STOCK AT ANY TIME COMMENCING ON THE INVESTMENT DATE AND PRIOR TO THE
FIFTH ANNIVERSARY OF THE INVESTMENT DATE; PROVIDED, HOWEVER, THAT, SUBJECT TO
COMPLIANCE WITH SECTION 2(A), THE MANAGEMENT STOCKHOLDER MAY TRANSFER SHARES OF
THE STOCK DURING SUCH APPLICABLE TIME