SAME
TO COMPANY UPON REQUEST.
OPTIONEE ALSO HEREBY AGREES THAT OPTIONEE SHALL
INCLUDE THE COMPENSATION FROM SUCH EARLY DISPOSITION IN THE OPTIONEE'S GROSS
INCOME FOR FEDERAL TAX PURPOSES.
6.
NONTRANSFERABILITY OF OPTION.
THIS OPTION MAY NOT BE TRANSFERRED
IN ANY MANNER, OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION.
IN ADDITION, EXCEPT AS EXPRESSLY PERMITTED UNDER THE PLAN FOR NQSOS, DURING
OPTIONEE'S LIFETIME, THIS OPTION MAY ONLY BE EXERCISED OPTIONEE.
THE TERMS OF
THIS OPTION SHALL BE BINDING UPON THE EXECUTOR, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS OF OPTIONEE.
HOWEVER, IF THIS OPTION IS A NQSO, IT MAY BE TRANSFERRED
TO THE EXTENT ALLOWED BY THE PLAN.
7.
TAX CONSEQUENCES.
OPTIONEE UNDERSTANDS THAT THE GRANT AND
EXERCISE OF THIS OPTION, AND THE SALE OF SHARES OBTAINED THROUGH THE EXERCISE OF
THIS OPTION, MAY HAVE TAX IMPLICATIONS THAT COULD RESULT IN ADVERSE TAX
CONSEQUENCES TO OPTIONEE.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH,
OR WILL CONSULT WITH, HIS OR HER TAX ADVISOR; OPTIONEE FURTHER ACKNOWLEDGES THAT
OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE;
AND IT IS SPECIFICALLY UNDERSTOOD BY THE OPTIONEE THAT NO REPRESENTATIONS OR
ASSURANCES ARE MADE AS TO THE QUALIFICATION OF THIS OPTION AS AN ISO OR AS TO
ANY PARTICULAR TAX TREATMENT WITH RESPECT TO THE OPTION. OPTIONEE ALSO
ACKNOWLEDGES THAT EXERCISE OF AN ISO OPTION MUST GENERALLY OCCUR WITHIN NINETY
(90) DAYS OF TERMINATION OF EMPLOYMENT, REGARDLESS OF ANY LONGER PERIOD ALLOWED
BY THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT.
8.
INTERPRETATION.
ANY DISPUTE REGARDING THE INTERPRETATION OF THIS
AMENDED AND RESTATED STOCK OPTION AGREEMENT SHALL BE SUBMITTED TO THE BOARD OR
THE COMMITTEE, WHICH SHALL REVIEW SUCH DISPUTE IN ACCORDANCE WITH THE PLAN.
THE
RESOLUTION OF SUCH A DISPUTE BY THE BOARD OR COMMITTEE SHALL BE FINAL AND
BINDING ON THE COMPANY AND OPTIONEE.
9.
ENTIRE AGREEMENT AND OTHER MATTERS.
THE PLAN AND THE EXERCISE
AGREEMENT ARE INCORPORATED HEREIN BY THIS REFERENCE.
OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE GRANTING OF THIS OPTION CONSTITUTES A FULL ACCORD, SATISFACTION
AND RELEASE OF ALL OBLIGATIONS OR COMMITMENTS MADE TO OPTIONEE BY THE COMPANY OR
ANY OF ITS OFFICERS, DIRECTORS, STOCKHOLDERS OR AFFILIATES WITH RESPECT TO THE
ISSUANCE OF ANY SECURITIES, OR RIGHTS TO ACQUIRE SECURITIES, OF THE COMPANY OR
ANY OF ITS AFFILIATES.
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT, THE
PLAN AND THE EXERCISE AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES
HERETO, AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT AND
THE UNDERLYING OPTION ARE VOID AB INITIO UNLESS THIS CERTIFICATE HAS BEEN
EXECUTED BY THE OPTIONEE AND THE OPTIONEE HAS AGREED TO ALL TERMS AND PROVISIONS
HEREOF.
10.
VESTING AND EXERCISE OF SHARES.
SUBJECT TO THE TERMS OF THE PLAN,
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT AND THE EXERCISE AGREEMENT, THE
OPTIONEE SHALL BE ENTITLED TO PURCHASE, PURSUANT TO THE EXERCISE
OF THIS OPTION, THE PERCENTAGE OF THE SHARES SUBJECT TO THIS