WHICH AN OPTION SHALL HAVE BEEN EXERCISED, UNDER THE SECURITIES ACT,
OR OTHER APPLICABLE STATUTES, OR TO QUALIFY ANY SUCH SHARES FOR EXEMPTION FROM
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR OTHER APPLICABLE STATUTES,
THEN THE COMPANY MAY TAKE SUCH ACTION AND MAY REQUIRE FROM EACH PARTICIPANT SUCH
INFORMATION IN WRITING FOR USE IN ANY REGISTRATION STATEMENT, SUPPLEMENTARY
REGISTRATION STATEMENT, PROSPECTUS, PRELIMINARY PROSPECTUS OR OFFERING CIRCULAR
AS IS REASONABLY NECESSARY FOR SUCH PURPOSE AND MAY REQUIRE REASONABLE INDEMNITY
TO THE COMPANY AND ITS OFFICERS AND DIRECTORS AND CONTROLLING PERSONS FROM SUCH
HOLDER AGAINST ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES ARISING FROM SUCH USE
OF THE INFORMATION SO FURNISHED AND CAUSED BY ANY UNTRUE STATEMENT OF ANY
MATERIAL FACT THEREIN OR CAUSED BY THE OMISSION TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, AND
EACH PARTICIPANT BY HIS OR HER ACCEPTANCE OF AN OPTION AGREES TO PROVIDE SUCH
INFORMATION AND INDEMNITY AND TO EXECUTE ALL DOCUMENTS REASONABLY REQUESTED BY
THE COMPANY TO EVIDENCE THE PARTICIPANT'S INDEMNITY OBLIGATION.
(C)
THE COMMITTEE MAY REQUIRE THE PLACING OF SUCH STOP-ORDERS AND
RESTRICTIVE LEGENDS ON CERTIFICATES FOR STOCK AND OPTIONS AS IT DEEMS
APPROPRIATE.
9.08
TIMING OF GRANTS.
ALL OPTIONS GRANTED UNDER THIS PLAN SHALL BE
GRANTED PRIOR TO THE TENTH (10TH) ANNIVERSARY OF THE EFFECTIVE DATE.
9.09
NON-ASSIGNABILITY.
EXCEPT AS OTHERWISE SET FORTH HEREIN, A
PARTICIPANT'S INTEREST UNDER THIS PLAN SHALL NOT BE SUBJECT AT ANY TIME OR IN
ANY MANNER TO ALIENATION, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ATTACHMENT,
GARNISHMENT OR ENCUMBRANCE OF ANY KIND AND ANY ATTEMPT TO DELIVER, SELL,
TRANSFER, ASSIGN, PLEDGE, ATTACH, GARNISH OR OTHERWISE ENCUMBER SUCH INTEREST
SHALL BE NULL AND VOID AND ANY INTEREST SO ENCUMBERED WILL TERMINATE.
9.10
NONTRANSFERABILITY.
EXCEPT AS SPECIFICALLY PROVIDED BY A DULY
EXECUTED STOCK OPTION AGREEMENT OR UNLESS APPROVED BY THE COMMITTEE, AN OPTION
OR ANY OF THE RIGHTS THEREUNDER MAY BE EXERCISED BY SUCH PARTICIPANT ONLY, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR
OTHERWISE DISPOSED OF (WHETHER VOLUNTARILY, INVOLUNTARILY OR BY OPERATION OF
LAW, INCLUDING, WITHOUT LIMITATION, THE LAWS OF BANKRUPTCY, INTESTACY, DESCENT
AND DISTRIBUTION AND SUCCESSION) OR BE SUBJECT TO EXECUTION, ATTACHMENT OR
SIMILAR PROCESS.
UPON ANY ATTEMPT TO SO SELL, TRANSFER, ASSIGN, PLEDGE,
HYPOTHECATE, ENCUMBER OR OTHERWISE DISPOSE OF ANY OPTION, SUCH OPTION AND ALL
RIGHTS THEREUNDER SHALL IMMEDIATELY BECOME NULL AND VOID.
9.11
OTHER COMPENSATION PLANS.
THE ADOPTION OF THIS PLAN SHALL NOT
AFFECT ANY OTHER EXISTING OR FUTURE INCENTIVE OR COMPENSATION PLANS FOR
DIRECTORS, OFFICERS OR EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES. MOREOVER,
THE ADOPTION OF THIS PLAN SHALL NOT PRECLUDE THE COMPANY OR ITS SUBSIDIARIES
FROM:
12
(A)
ESTABLISHING ANY OTHER FORMS OF INCENTIVE OR OTHER COMPENSATION
FOR OFFICERS, EMPLOYEES, CONSULTANTS OR ADVISORS OR DIRECTORS OF THE COMPANY OR
ITS SUBSIDIARIES; OR
(B)
ASSUMING ANY FORMS OF INCENTIVES OR OTHER COMPENSATION OF ANY
PERSON OR ENTITY IN CONNECTION WITH THE ACQUISITION