OTHERWISE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(N)
"SECURITIES ACT" SHALL MEAN THE U.S. SECURITIES ACT OF 1933, AS
AMENDED.
(O)
"SHARE" OR "SHARES" SHALL HAVE THE MEANING SPECIFIED IN THE
PREAMBLES HERETO.
(P)
"WRONGFUL CONDUCT" SHALL HAVE THE MEANING SET FORTH IN SECTION
4(C) HEREOF.
(Q)
"WRONGFUL CONDUCT PERIOD" SHALL HAVE THE MEANING SET FORTH IN
SECTION 4(C) HEREOF.
2
2.
GRANT OF OPTIONS.
(A)
CONFIRMATION OF GRANT. THE COMPANY HEREBY EVIDENCES AND CONFIRMS
ITS GRANT TO THE GRANTEE, EFFECTIVE AS OF THE DATE HEREOF, OF OPTIONS TO
PURCHASE THE NUMBER OF SHARES LISTED ON SCHEDULE A HERETO UNDER THE HEADING
"TOTAL NUMBER OF SHARES SUBJECT TO THE OPTIONS". THE OPTIONS ARE NOT INTENDED TO
BE INCENTIVE STOCK OPTIONS UNDER THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED. THIS AGREEMENT IS SUBORDINATE TO, AND THE TERMS AND CONDITIONS OF THE
OPTIONS GRANTED HEREUNDER ARE SUBJECT TO, THE TERMS AND CONDITIONS OF THE PLAN,
WHICH ARE INCORPORATED BY REFERENCE HEREIN. IF THERE IS ANY INCONSISTENCY
BETWEEN THE TERMS HEREOF AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL
GOVERN.
(B)
EXERCISE PRICE. EACH SHARE COVERED BY AN OPTION SHALL HAVE THE
EXERCISE PRICE SPECIFIED ON SCHEDULE A HERETO UNDER THE HEADING "EXERCISE
PRICE", SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN. AS OF THE DATE HEREOF,
THE EXERCISE PRICE IS NOT LESS THAN THE FAIR MARKET VALUE OF ONE SHARE OF COMMON
STOCK AS DETERMINED UNDER SECTION 409A OF THE CODE.
3.
EXERCISABILITY.
(A)
OPTIONS. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7(A) OF THIS
AGREEMENT AND SUBJECT TO THE CONTINUOUS EMPLOYMENT OF THE GRANTEE WITH THE
COMPANY OR ONE OR MORE OF THE SUBSIDIARIES UNTIL THE APPLICABLE VESTING DATE,
THE OPTIONS SHALL BECOME VESTED AS SPECIFIED ON SCHEDULE A HERETO UNDER THE
HEADING "VESTING SCHEDULE".
(B)
CONDITIONS. THE COMMITTEE, IN ITS SOLE DISCRETION, MAY ACCELERATE
THE VESTING OR EXERCISABILITY OF ANY OPTION, ALL OPTIONS OR ANY CLASS OF
OPTIONS, AT ANY TIME AND FROM TIME TO TIME. SHARES COVERED BY VESTED OPTIONS
MAY, SUBJECT TO THE PROVISIONS HEREOF, BE PURCHASED AT ANY TIME AND FROM TIME TO
TIME ON OR AFTER THE DATE THE CORRESPONDING OPTIONS BECOME VESTED IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 3 UNTIL THE DATE ONE DAY PRIOR TO THE DATE
ON WHICH SUCH OPTIONS TERMINATE.
4.
TERMINATION OF OPTIONS.
(A)
NORMAL EXPIRATION DATE. SUBJECT TO SECTIONS 4 AND 7, THE OPTIONS
SHALL TERMINATE AND BE CANCELED ON THE NORMAL EXPIRATION DATE.
(B)
EARLY TERMINATION.
(I)
EXCEPT AS PROVIDED IN THIS SECTION 4 AND SECTION 7, IF THE
GRANTEE'S EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY IS VOLUNTARILY OR
INVOLUNTARILY TERMINATED FOR ANY REASON PRIOR TO THE NORMAL EXPIRATION
3
DATE, ANY OPTIONS HELD BY THE GRANTEE THAT HAVE NOT BECOME VESTED ON OR BEFORE
THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT SHALL TERMINATE AND BE
CANCELED IMMEDIATELY UPON SUCH TERMINATION OF EMPLOYMENT. FOR PURPOSES OF THE
PLAN, ALL OPTIONS HELD BY THE GRANTEE ON