AT THE DATE OF HIS OR HER
TERMINATION OF SERVICE BY DEATH OR DISABILITY, OR IF HE OR SHE DOES NOT EXERCISE
THE OPTION (WHICH HE OR SHE WAS ENTITLED TO EXERCISE) WITHIN THE TIME SPECIFIED
HEREIN, THE OPTION SHALL TERMINATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THE COMMITTEE MAY AT ANY TIME AND FROM TIME TO TIME PRIOR TO THE
TERMINATION OF THE OPTION, WITH THE CONSENT OF THE OPTION HOLDER, EXTEND THE
PERIOD OF TIME DURING WHICH THE OPTION HOLDER MAY EXERCISE HIS OR HER OPTION
FOLLOWING THE DATE OF TERMINATION OF SERVICE DUE TO DEATH OR DISABILITY;
PROVIDED, HOWEVER, THAT THE MAXIMUM PERIOD OF TIME DURING WHICH THE OPTION SHALL
BE EXERCISABLE FOLLOWING THE DATE OF TERMINATION OF SERVICE DUE TO DEATH OR
DISABILITY SHALL NOT EXCEED THE ORIGINAL TERM OF THE OPTION AND THAT
NOTWITHSTANDING ANY EXTENSION OF TIME DURING WHICH THE OPTION MAY BE EXERCISED,
THE OPTION, UNLESS OTHERWISE AMENDED BY THE COMMITTEE, SHALL ONLY BE EXERCISABLE
TO THE EXTENT THE OPTION HOLDER WAS ENTITLED TO EXERCISE THE OPTION ON THE DATE
OF TERMINATION OF SERVICE DUE TO DEATH OR DISABILITY. ANY SUCH EXTENSION SHALL
BE DESIGNED TO CONFORM TO THE REQUIREMENTS OF SECTION 409A OF THE CODE SO AS TO
AVOID THE IMPOSITION OF ADDITIONAL INCOME TAX.
9.
EFFECT OF OTHER TERMINATION OF SERVICE. UPON A TERMINATION OF SERVICE FOR
ANY REASON (OTHER THAN DEATH OR DISABILITY), THE UNEXERCISED OPTION MAY
THEREAFTER BE EXERCISED DURING THE PERIOD ENDING
90 DAYS AFTER THE DATE OF SUCH TERMINATION OF SERVICE (SUBJECT TO ANY EARLIER
TERMINATION OF THE OPTION AS PROVIDED IN SECTION 5 HEREIN), BUT ONLY TO THE
EXTENT TO WHICH THE OPTION WAS VESTED AND EXERCISABLE AT THE TIME OF SUCH
TERMINATION OF SERVICE. NOTWITHSTANDING THE FOREGOING, THE COMMITTEE MAY, IN ITS
SOLE DISCRETION, EITHER BY PRIOR WRITTEN AGREEMENT WITH THE OPTION HOLDER OR
UPON THE OCCURRENCE OF A TERMINATION OF SERVICE, ACCELERATE THE VESTING OF
UNVESTED OPTIONS HELD BY THE OPTION HOLDER IF THE OPTION HOLDER'S TERMINATION OF
SERVICE IS WITHOUT "CAUSE" (AS SUCH TERM IS DEFINED BY THE COMMITTEE IN ITS SOLE
DISCRETION) BY THE COMPANY.
10.
EFFECT OF CHANGE OF CONTROL. SUBJECT TO THE TERMS THIS SECTION 10 AND THE
PLAN, IN THE EVENT THERE OCCURS A CHANGE OF CONTROL, THE OPTION HOLDER SHALL
HAVE THE RIGHT TO EXERCISE THE OPTION FROM AND AFTER THE DATE OF THE CHANGE OF
CONTROL, NOTWITHSTANDING THAT SUCH OPTION MAY NOT BE FULLY EXERCISABLE OR
VESTED.
11.
ADJUSTMENTS UPON CERTAIN EVENTS.
(A)
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. SUBJECT TO ANY REQUIRED ACTION
BY THE SHAREHOLDERS OF THE COMPANY AND SUBJECT TO SECTION 10 OF THE PLAN, THE
NUMBER AND TYPE OF SHARES COVERED BY THIS AGREEMENT, AS WELL AS THE EXERCISE OR
PURCHASE PRICE, SHALL BE PROPORTIONATELY ADJUSTED FOR ANY INCREASE OR DECREASE
IN THE NUMBER OF ISSUED SHARES RESULTING FROM A STOCK SPLIT, REVERSE STOCK SPLIT
OR COMBINATION OR THE PAYMENT OF A STOCK DIVIDEND (BUT ONLY ON THE COMPANY'S
COMMON SHARES) OR RECLASSIFICATION