OF CLASS A COMMON STOCK ISSUABLE ON THE EXERCISE OF
THE OPTION SHALL BE DELIVERED TO OPTIONEE OR TO HIS PERSONAL REPRESENTATIVE,
HEIR OR LEGATEE.
7.
TRANSFERABILITY.
(A)
THE OPTION MAY NOT BE TRANSFERRED OR ASSIGNED BY OPTIONEE EXCEPT BY
WILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR BE EXERCISED OTHER THAN BY
OPTIONEE OR, IN THE CASE OF HIS DEATH, BY HIS PERSONAL REPRESENTATIVE, HEIR OR
LEGATEE.
(B)
THE SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE SECURITIES HOLDERS
AGREEMENT.
8.
TAXES.
OPTIONEE SHALL BE RESPONSIBLE TO MAKE APPROPRIATE
PROVISION FOR ALL TAXES REQUIRED TO BE WITHHELD IN CONNECTION WITH ANY OPTION,
THE EXERCISE THEREOF AND THE TRANSFER OF THE SHARES OF CLASS A COMMON STOCK.
SUCH RESPONSIBILITY SHALL EXTEND TO ALL APPLICABLE FEDERAL, STATE, LOCAL OR
FOREIGN WITHHOLDING TAXES.
THE COMPANY SHALL HAVE THE RIGHT TO RETAIN THE
NUMBER OF SHARES OF CLASS A COMMON STOCK WHOSE AGGREGATE FAIR MARKET VALUE
EQUALS THE AMOUNT TO BE WITHHELD IN SATISFACTION OF THE APPLICABLE WITHHOLDING
TAXES.
9.
RIGHTS PRIOR TO EXERCISE.
NEITHER OPTIONEE NOR HIS PERSONAL
REPRESENTATIVE, HEIR OR LEGATEE SHALL HAVE ANY OF THE RIGHTS OF A STOCKHOLDER
WITH RESPECT TO ANY CLASS A COMMON STOCK UNTIL THE DATE OF THE ISSUANCE TO HIM
OR HER OF A CERTIFICATE FOR SUCH CLASS A COMMON STOCK AS PROVIDED HEREIN.
10.
OPTIONEE'S REPRESENTATIONS AND WARRANTIES.
BY EXECUTION OF THIS
AGREEMENT, OPTIONEE REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
A.
OPTIONEE IS ACCEPTING THIS OPTION SOLELY FOR OPTIONEE'S OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE OR DISTRIBUTION OF THE
OPTION OR THE
4
Option shares and not with any present intention of selling, offering to sell,
or otherwise disposing of or distributing the Option or the Option Shares.
The
entire legal and beneficial interest of the Option herein accepted is for and
will be held for the account of the Optionee only and neither in whole nor part
for any other person.
B.
OPTIONEE IS AN EMPLOYEE OF THE COMPANY AND IS FAMILIAR WITH THE
COMPANY AND ITS PLANS, OPERATIONS AND FINANCIAL CONDITION.
PRIOR TO THE
ACCEPTANCE OF THIS OPTION, OPTIONEE HAS RECEIVED AND REVIEWED THE INFORMATION
OPTIONEE DEEMS NECESSARY AND APPROPRIATE TO ENABLE AN EVALUATION OF THE
ADVISABILITY OF ENTERING INTO THIS AGREEMENT.
C.
OPTIONEE ACKNOWLEDGES THAT THE OPTION AND OPTION SHARES ARE TO BE
GRANTED OR ISSUED AND SOLD TO OPTIONEE WITHOUT REGISTRATION IN RELIANCE UPON
CERTAIN EXEMPTIONS UNDER THE SECURITIES ACT, AND IN RELIANCE UPON CERTAIN
EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES
LAWS.
D.
OPTIONEE WILL MAKE NO TRANSFER OR ASSIGNMENT OF ANY OF THE OPTION
SHARES EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, OR ANY OTHER APPLICABLE
SECURITIES LAWS.
OPTIONEE CONSENTS AND AGREES THAT A LEGEND TO SUCH EFFECT MAY
BE AFFIXED TO THE CERTIFICATE OR CERTIFICATES REPRESENTING THE OPTION SHARES
ISSUED TO OPTIONEE.
E.
OPTIONEE IS AWARE THAT NO FEDERAL OR STATE AGENCY HAS