AMENDED ("CODE"), AND THE REGULATIONS AND
GUIDANCE PROMULGATED THEREUNDER ("CODE SECTION 409A").
3
(D)
METHOD OF EXERCISE.
TO THE EXTENT VESTED, THE OPTIONS MAY BE
EXERCISED BY EXECUTIVE IN WHOLE OR IN PART AT ANY TIME AND FROM TIME TO TIME
DURING THE OPTION TERM BY GIVING WRITTEN NOTICE OF EXERCISE TO THE COMPANY
SPECIFYING THE NUMBER OF SHARES OF COMMON STOCK TO BE ACQUIRED.
SUCH NOTICE
SHALL BE ACCOMPANIED BY PAYMENT IN FULL OF THE PURCHASE PRICE AS FOLLOWS: (I) IN
CASH OR BY CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO THE ORDER OF THE COMPANY;
(II) THROUGH A CASHLESS EXERCISE WHEREBY THE COMPANY REDUCES THE NUMBER OF
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE WITH A VALUE EQUAL TO THE
APPLICABLE EXERCISE PRICE AND WITHHOLDING, (III) SOLELY TO THE EXTENT PERMITTED
BY APPLICABLE LAW, IF THE COMMON STOCK IS THEN TRADED ON A SECURITIES EXCHANGE
OR SYSTEM IN THE UNITED STATES, THROUGH A PROCEDURE WHEREBY EXECUTIVE DELIVERS
IRREVOCABLE INSTRUCTIONS TO A BROKER REASONABLY ACCEPTABLE TO THE COMMITTEE
ESTABLISHED UNDER THE INCENTIVE PLAN (THE "COMMITTEE") TO DELIVER PROMPTLY TO
THE COMPANY AN AMOUNT EQUAL TO THE PURCHASE PRICE; OR (IV) ON SUCH OTHER TERMS
AND CONDITIONS AS MAY BE ACCEPTABLE TO THE COMMITTEE.
6.
CALL/SALE PARTICIPATION/PIGGY-BACK RIGHTS.
IN THE EVENT THAT, AS
OF THE EFFECTIVE DATE, THE COMMON STOCK IS NOT TRADED ON A SECURITIES EXCHANGE
OR SYSTEM, THEN THE PROVISIONS OF THIS SECTION 6 SHALL APPLY TO ANY COMMON STOCK
ACQUIRED BY OR GRANTED TO EXECUTIVE UNDER ANY EQUITY AWARD GRANTED TO EXECUTIVE
BY THE COMPANY UNTIL THE COMMON STOCK IS SO TRADED.
OTHER THAN AS SPECIFICALLY
PROVIDED IN THIS AGREEMENT, THE EXECUTIVE'S RIGHT TO TRANSFER SHARES OF COMMON
STOCK ACQUIRED BY OR GRANTED TO EXECUTIVE UNDER ANY EQUITY AWARD GRANTED TO
EXECUTIVE BY THE COMPANY SHALL NOT BE LIMITED NOR SHALL SUCH SHARES BE SUBJECT
TO ANY CLAW-BACK PROVISION OR BE SUBJECT TO FORFEITURE DUE TO A BREACH OF
SECTION 11.
(A)
CALL RIGHT.
IN THE EVENT OF EXECUTIVE'S TERMINATION FOR CAUSE,
THE COMPANY SHALL HAVE A CALL RIGHT ON ANY SHARES OF COMMON STOCK ACQUIRED BY OR
GRANTED TO EXECUTIVE UNDER ANY EQUITY AWARD GRANTED TO EXECUTIVE BY THE COMPANY
THEN HELD BY EXECUTIVE AT A PRICE PER SHARE EQUAL TO THE LOWER OF THE PER SHARE
FAIR MARKET VALUE AS OF THE PURCHASE DATE, AS DETERMINED BY THE BOARD IN ITS
SOLE DISCRETION, AND THE PRICE PAID BY EXECUTIVE FOR EACH SHARE OF COMMON STOCK;
PROVIDED; THAT SHARES OF COMMON STOCK GRANTED AS RESTRICTED SHARES SHALL BE
FORFEITED AUTOMATICALLY AND WITHOUT CONSIDERATION ON A TERMINATION FOR CAUSE.
FOR THE AVOIDANCE OF DOUBT, THE COMPANY WILL NOT HAVE ANY CALL RIGHT UPON A
TERMINATION OTHER THAN FOR CAUSE IN RESPECT OF EXECUTIVE'S SHARES OF COMMON
STOCK.
(B)
SALE PARTICIPATION.
IF THE EVENT OF A SALE OR OTHER DISPOSITION
OF ALL OR SUBSTANTIALLY ALL THE COMMON STOCK TO A THIRD PARTY WHETHER BY STOCK
SALE, MERGER OR OTHERWISE, EXECUTIVE AGREES TO REASONABLY PARTICIPATE IN SUCH