MADE A PART OF THIS OPTION.
BY
ACCEPTANCE HEREOF, OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF A SUMMARY PLAN
DESCRIPTION, WHICH DESCRIBES THE BASIC TERMS AND CONDITIONS OF THE PLAN, AND
RECOGNIZES AND AGREES THAT DETERMINATIONS, INTERPRETATIONS OR OTHER ACTIONS
RESPECTING THE PLAN MAY BE MADE BY A MAJORITY OF THE BOARD OF DIRECTORS OR OF
THE COMMITTEE, AND THAT SUCH DETERMINATIONS, INTERPRETATIONS OR OTHER ACTIONS
ARE FINAL, CONCLUSIVE AND BINDING UPON ALL PARTIES, INCLUDING OPTIONEE.
IN THE
EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS OPTION AGREEMENT AND THOSE
OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.
8.
RIGHTS AS SHAREHOLDER.
THIS OPTION SHALL NOT ENTITLE OPTIONEE OR
ANY PERMITTED TRANSFEREE HEREOF TO ANY RIGHTS OF A SHAREHOLDER OF THE COMPANY OR
TO ANY NOTICE OF PROCEEDINGS OF THE COMPANY OR TO ANY NOTICE OF PROCEEDINGS OF
THE COMPANY IN RESPECT OF ANY SHARES ISSUABLE UPON EXERCISE OF THIS OPTION
UNLESS AND UNTIL THE OPTIONEE HAS GIVEN TO THE COMPANY A WRITTEN NOTICE OF
EXERCISE, HAS PAID IN FULL THE OPTION PRICE FOR SUCH SHARES AND, IF APPLICABLE,
HAS GIVEN A REPRESENTATION TO THE COMPANY THAT HE OR SHE IS PURCHASING SUCH
SHARES FOR INVESTMENT ONLY AND
B-3
NOT WITH A VIEW TOWARDS ANY DISTRIBUTION.
THE COMPANY SHALL NOT BE REQUIRED TO
ISSUE OR DELIVER ANY CERTIFICATE FOR SHARES OF ITS COMMON STOCK PURCHASED
HEREUNDER PRIOR TO COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS AND
REGULATIONS WITH RESPECT TO THE ISSUANCE, REGISTRATION OR LISTING OF SUCH
SHARES.
9.
SECURITIES LAWS.
OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN
INFORMED OF, OR IS OTHERWISE FAMILIAR WITH, THE NATURE AND THE LIMITATIONS
IMPOSED BY THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE EXCHANGE ACT,
AND THE RULES AND REGULATIONS THEREUNDER (IN PARTICULAR, RULE 144, PROMULGATED
UNDER THE ACT AND SECTION 16 OF THE EXCHANGE ACT, AND RULE 16B-3 PROMULGATED
THEREUNDER), CONCERNING THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION AND
AGREES TO BE BOUND BY THE RESTRICTIONS EMBODIED IN SUCH ACT, THE EXCHANGE ACT,
AND ALL THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
10.
MISCELLANEOUS; GOVERNING LAW.
(A)
IN THE EVENT THE OPTION SHALL BE EXERCISED IN WHOLE, THIS OPTION
AGREEMENT SHALL BE SURRENDERED TO THE COMPANY FOR CANCELLATION.
IN THE EVENT
THE OPTION SHALL BE EXERCISED IN PART, OR A CHANGE IN THE NUMBER OR DESIGNATION
OF THE COMMON STOCK SHALL BE MADE, THIS OPTION AGREEMENT SHALL BE DELIVERED BY
OPTIONEE TO THE COMPANY FOR THE PURPOSE OF MAKING APPROPRIATE NOTATION THEREON,
OR OF OTHERWISE REFLECTING, IN SUCH MANNER AS THE COMPANY SHALL DETERMINE, THE
PARTIAL EXERCISE OR THE CHANGE IN THE NUMBER OF DESIGNATION OF THE COMMON STOCK.
(B)
THE OPTION SHALL BE EXERCISED IN ACCORDANCE WITH SUCH
ADMINISTRATIVE REGULATIONS AS THE COMMITTEE SHALL FROM TIME TO TIME ADOPT.
(C)
THE OPTION AND THIS OPTION AGREEMENT SHALL BE CONSTRUED,
ADMINISTERED AND GOVERNED IN ALL RESPECTS UNDER AND BY THE LAWS OF THE STATE OF
NEW JERSEY.
(D)
OPTIONEE HEREBY AGREES THAT HE OR SHE