PAST OR
PRESENT SUBSIDIARY AND NEITHER THE PLAN NOR THIS AGREEMENT SHALL CONFER ANY
LEGAL OR EQUITABLE RIGHTS (OTHER THAN THOSE CONSTITUTING THIS OPTION) ON THE
PARTICIPANT AGAINST THE COMPANY OR ANY PAST OR PRESENT SUBSIDIARY, DIRECTLY OR
INDIRECTLY, OR GIVE RISE TO ANY CAUSE OF ACTION IN LAW OR IN EQUITY AGAINST THE
COMPANY OR ANY PAST OR PRESENT SUBSIDIARY;
(3)
IN NO CIRCUMSTANCES SHALL THE PARTICIPANT ON CEASING TO HOLD THE
CONSULTANCY, OFFICE OR EMPLOYMENT BY VIRTUE OF WHICH HE IS OR MAY BE ELIGIBLE TO
PARTICIPATE IN THE PLAN BE ENTITLED TO ANY COMPENSATION FOR ANY LOSS OF ANY
RIGHT OR BENEFIT OR PROSPECTIVE RIGHT OR BENEFIT UNDER THE PLAN OR THIS OPTION
WHICH HE MIGHT OTHERWISE HAVE ENJOYED (INCLUDING, WITHOUT LIMITATION, THE LAPSE
OF THIS OPTIONS OR PART THEREOF BY REASON OF HIS CEASING TO HOLD A CONSULTANCY
POSITION, OFFICE OR CEASING TO BE EMPLOYED BY THE COMPANY OR ANY PAST OR PRESENT
SUBSIDIARY) WHETHER SUCH COMPENSATION IS CLAIMED BY WAY OF DAMAGES FOR WRONGFUL
DISMISSAL OR OTHER LAWFUL OR UNLAWFUL BREACH OF CONTRACT OR BY WAY OF
COMPENSATION FOR LOSS OF OFFICE OR OTHERWISE.
(D)
EXERCISE PERIOD UPON DEATH OR DISABILITY.
IF THE PARTICIPANT DIES OR
BECOMES DISABLED (WITHIN THE MEANING OF SECTION 22(E)(3) OF THE CODE) PRIOR TO
THE FINAL EXERCISE DATE WHILE HE OR SHE IS AN ELIGIBLE PARTICIPANT AND THE
COMPANY HAS NOT TERMINATED SUCH RELATIONSHIP FOR "CAUSE" AS SPECIFIED IN
PARAGRAPH (E) BELOW, THIS OPTION SHALL BE EXERCISABLE, WITHIN THE PERIOD OF ONE
YEAR FOLLOWING THE DATE OF DEATH OR DISABILITY OF THE PARTICIPANT, BY THE
PARTICIPANT (OR IN THE CASE OF DEATH BY AN AUTHORIZED TRANSFEREE), PROVIDED THAT
THIS OPTION SHALL BE EXERCISABLE ONLY TO THE EXTENT THAT THIS OPTION WAS
EXERCISABLE BY THE PARTICIPANT ON THE DATE OF HIS OR HER DEATH OR DISABILITY,
AND FURTHER PROVIDED THAT THIS OPTION SHALL NOT BE EXERCISABLE AFTER THE FINAL
EXERCISE DATE.
(E)
DISCHARGE FOR CAUSE.
IF THE PARTICIPANT, PRIOR TO THE FINAL EXERCISE
DATE, IS DISCHARGED BY THE COMPANY FOR CAUSE, THE RIGHT TO EXERCISE THIS OPTION
SHALL TERMINATE IMMEDIATELY UPON THE EFFECTIVE DATE OF SUCH DISCHARGE.
FOR THE
PURPOSE OF THIS
"CAUSE" SHALL MEAN ANY (I) WILLFUL FAILURE BY THE PARTICIPANT,
WHICH FAILURE IS NOT CURED WITHIN 30 DAYS OF WRITTEN NOTICE TO THE PARTICIPANT
FROM THE COMPANY, TO PERFORM HIS OR HER MATERIAL RESPONSIBILITIES TO THE COMPANY
OR (II) WILLFUL MISCONDUCT BY THE PARTICIPANT WHICH MATERIALLY AND ADVERSELY
AFFECTS THE BUSINESS REPUTATION OF THE COMPANY.
THE PARTICIPANT SHALL BE
CONSIDERED TO HAVE BEEN DISCHARGED FOR "CAUSE" IF THE COMPANY DETERMINES IN GOOD
FAITH, WITHIN 30 DAYS AFTER THE PARTICIPANT'S RESIGNATION, THAT DISCHARGE FOR
CAUSE WAS WARRANTED.
(F)
NATIONAL INSURANCE.
AS A CONDITION OF EXERCISING THIS OPTION, THE
PARTICIPANT AGREES TO COMPLETE A JOINT ELECTION (IN SUCH FORM AS THE COMPANY
SHALL DETERMINE) WITH THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY (AS IS
NOMINATED FOR THIS PURPOSE BY THE COMPANY) FOR THE WHOLE OF ANY SECONDARY CLASS
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