A NON-QUALIFIED STOCK OPTION.
NON-QUALIFIED
STOCK OPTIONS MAY BE TRANSFERRED BY THE HOLDER THEREOF ONLY TO SUCH HOLDER'S
SPOUSE, CHILDREN, GRANDCHILDREN OR PARENTS (COLLECTIVELY, THE "FAMILY MEMBERS"),
TO TRUSTS FOR THE BENEFIT OF FAMILY MEMBERS, TO PARTNERSHIPS OR LIMITED
LIABILITY COMPANIES IN WHICH FAMILY MEMBERS ARE THE ONLY PARTNERS OR
SHAREHOLDERS, OR TO ENTITIES EXEMPT FROM FEDERAL INCOME TAXATION PURSUANT TO
SECTION 501(C)(3) OF THE CODE.
DURING A PARTICIPANT'S LIFETIME, A STOCK OPTION
MAY BE EXERCISED ONLY BY HIM OR HER, BY HIS OR HER GUARDIAN OR LEGAL
REPRESENTATIVE OR BY THE TRANSFEREES PERMITTED BY THIS SECTION 11.3.
11.4
EFFECT OF TERMINATION OR DEATH.
IN THE EVENT
THAT A PARTICIPANT CEASES TO BE AN EMPLOYEE OF OR CONSULTANT TO THE COMPANY, OR
THE PARTICIPANT'S OTHER SERVICE WITH THE COMPANY IS TERMINATED, FOR ANY REASON,
INCLUDING DEATH, ANY INCENTIVES MAY BE EXERCISED OR SHALL EXPIRE AT SUCH TIMES
AS MAY BE DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION IN THE AGREEMENT
EVIDENCING AN INCENTIVE.
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS
SECTION 11.4, UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT OR OTHER SERVICE
WITH THE COMPANY AND ALL SUBSIDIARIES, THE COMMITTEE MAY, IN ITS SOLE DISCRETION
(WHICH MAY BE EXERCISED AT ANY TIME ON OR AFTER THE DATE OF GRANT, INCLUDING
FOLLOWING SUCH TERMINATION), CAUSE OPTIONS AND SARS (OR ANY PART THEREOF) THEN
HELD BY SUCH PARTICIPANT TO BECOME OR CONTINUE TO BECOME EXERCISABLE AND/OR
REMAIN EXERCISABLE FOLLOWING SUCH TERMINATION OF EMPLOYMENT OR SERVICE AND
RESTRICTED STOCK AWARDS, PERFORMANCE SHARES AND STOCK AWARDS THEN HELD BY SUCH
PARTICIPANT TO VEST AND/OR CONTINUE TO VEST OR BECOME FREE OF TRANSFER
RESTRICTIONS, AS THE CASE MAY BE, FOLLOWING SUCH TERMINATION OF EMPLOYMENT OR
SERVICE, IN EACH CASE IN THE MANNER DETERMINED BY THE COMMITTEE; PROVIDED,
HOWEVER, THAT NO OPTION OR SAR MAY REMAIN EXERCISABLE OR CONTINUE TO VEST BEYOND
THE EARLIER OF (I) THE LATEST DATE UPON WHICH THE INCENTIVE COULD HAVE EXPIRED
BY ITS ORIGINAL TERMS, AND (II) THE TENTH (10TH) ANNIVERSARY OF THE ORIGINAL
DATE OF GRANT.
ANY INCENTIVE STOCK OPTION THAT REMAINS UNEXERCISED MORE THAN
ONE (1) YEAR FOLLOWING TERMINATION OF EMPLOYMENT BY REASON OF DEATH OR
DISABILITY OR MORE THAN THREE (3) MONTHS FOLLOWING TERMINATION FOR ANY REASON
OTHER THAN DEATH OR DISABILITY WILL THEREAFTER BE DEEMED TO BE A NON-STATUTORY
STOCK OPTION.
FURTHER, THIS SECTION 11.4 SHALL BE ADMINISTERED IN COMPLIANCE
WITH CODE SECTION 409A AND THE NOTICES, REGULATIONS AND OTHER GUIDANCE OF
GENERAL APPLICABILITY ISSUED THEREUNDER.
11.5
ADDITIONAL CONDITIONS.
NOTWITHSTANDING ANYTHING
IN THIS PLAN TO THE CONTRARY:
(A) THE COMPANY MAY, IF IT SHALL DETERMINE IT
NECESSARY OR DESIRABLE FOR ANY REASON, AT THE TIME OF AWARD OF ANY INCENTIVE OR
THE ISSUANCE OF ANY SHARES OF COMMON STOCK PURSUANT TO ANY INCENTIVE,
10
REQUIRE THE RECIPIENT OF THE INCENTIVE, AS A CONDITION TO THE RECEIPT THEREOF OR
TO THE RECEIPT OF SHARES OF COMMON STOCK ISSUED PURSUANT THERETO, TO DELIVER TO
THE COMPANY A WRITTEN REPRESENTATION OF PRESENT INTENTION TO ACQUIRE THE
INCENTIVE OR THE SHARES