(OR ANY OTHER PERSON OR PERSONS EXERCISING
THE OPTION) SHALL CONCURRENTLY PROVIDE IRREVOCABLE INSTRUCTIONS (I) TO A
CORPORATION-APPROVED BROKERAGE FIRM TO EFFECT THE IMMEDIATE SALE OF THE
PURCHASED SHARES AND REMIT TO THE CORPORATION, OUT OF THE SALE PROCEEDS
AVAILABLE ON THE SETTLEMENT DATE, SUFFICIENT FUNDS TO COVER THE AGGREGATE
EXERCISE PRICE PAYABLE FOR THE PURCHASED SHARES PLUS ALL APPLICABLE INCOME AND
EMPLOYMENT TAXES REQUIRED TO BE WITHHELD BY THE CORPORATION BY REASON OF SUCH
EXERCISE AND (II) TO THE CORPORATION TO DELIVER THE CERTIFICATES FOR THE
PURCHASED SHARES DIRECTLY TO SUCH BROKERAGE FIRM IN ORDER TO COMPLETE THE SALE.
Except to the extent the sale and remittance procedure is utilized in connection
with the option exercise, payment of the Exercise Price must accompany the
Notice of Exercise delivered to the Corporation in connection with the option
exercise.
(III)
FURNISH TO THE CORPORATION APPROPRIATE
DOCUMENTATION THAT THE PERSON OR PERSONS EXERCISING THE OPTION (IF OTHER THAN
OPTIONEE) HAVE THE RIGHT TO EXERCISE THIS OPTION.
(IV)
MAKE APPROPRIATE ARRANGEMENTS WITH THE
CORPORATION (OR PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) FOR THE
SATISFACTION OF ALL INCOME AND EMPLOYMENT TAX WITHHOLDING REQUIREMENTS
APPLICABLE TO THE OPTION EXERCISE.
(B)
AS SOON AS PRACTICAL AFTER THE EXERCISE
DATE, THE CORPORATION SHALL ISSUE TO OR ON BEHALF OF OPTIONEE (OR ANY OTHER
PERSON OR PERSONS EXERCISING THIS OPTION) A CERTIFICATE FOR THE PURCHASED OPTION
SHARES, WITH THE APPROPRIATE LEGENDS AFFIXED THERETO.
(C)
IN NO EVENT MAY THIS OPTION BE EXERCISED
FOR ANY FRACTIONAL SHARES.
10.
COMPLIANCE WITH LAWS AND REGULATIONS.
(A)
THE EXERCISE OF THIS OPTION AND THE
ISSUANCE OF THE OPTION SHARES UPON SUCH EXERCISE SHALL BE SUBJECT TO COMPLIANCE
BY THE CORPORATION AND OPTIONEE WITH ALL APPLICABLE REQUIREMENTS OF LAW RELATING
THERETO AND WITH ALL APPLICABLE REGULATIONS OF ANY STOCK EXCHANGE (OR THE NASDAQ
NATIONAL MARKET, IF APPLICABLE) ON WHICH THE COMMON STOCK MAY BE LISTED FOR
TRADING AT THE TIME OF SUCH EXERCISE AND ISSUANCE.
4
(B)
THE INABILITY OF THE CORPORATION TO OBTAIN
APPROVAL FROM ANY REGULATORY BODY HAVING AUTHORITY DEEMED BY THE CORPORATION TO
BE NECESSARY TO THE LAWFUL ISSUANCE AND SALE OF ANY COMMON STOCK PURSUANT TO
THIS OPTION SHALL RELIEVE THE CORPORATION OF ANY LIABILITY WITH RESPECT TO THE
NON-ISSUANCE OR SALE OF THE COMMON STOCK AS TO WHICH SUCH APPROVAL SHALL NOT
HAVE BEEN OBTAINED.
THE CORPORATION, HOWEVER, SHALL USE ITS BEST EFFORTS TO
OBTAIN ALL SUCH APPROVALS.
11.
SUCCESSORS AND ASSIGNS.
EXCEPT TO THE
EXTENT OTHERWISE PROVIDED IN PARAGRAPHS 3 AND 6, THE PROVISIONS OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE CORPORATION
AND ITS SUCCESSORS AND ASSIGNS AND OPTIONEE AND OPTIONEE'S ASSIGNS AND
BENEFICIARIES.
12.
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR
DELIVERED TO THE CORPORATION UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN
WRITING AND ADDRESSED TO THE CORPORATION AT ITS PRINCIPAL CORPORATE OFFICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO OPTIONEE SHALL BE IN WRITING AND
ADDRESSED TO OPTIONEE AT THE ADDRESS