STATUTORY WITHHOLDING
OBLIGATION, AS DESCRIBED BELOW, THEN, EXCEPT AS OTHERWISE PROVIDED BY THE
COMMITTEE, PAYMENTS MADE WITH SHARES IN ACCORDANCE WITH THIS CLAUSE (II) SHALL
BE LIMITED TO SHARES OF STOCK HELD BY YOU FOR NOT LESS THAN SIX MONTHS PRIOR TO
THE PAYMENT DATE); OR (III) THROUGH THE SURRENDER OF SHARES OF STOCK TO WHICH
YOU ARE OTHERWISE ENTITLED UNDER THE PLAN; PROVIDED, HOWEVER, THAT SUCH SHARES
UNDER THIS CLAUSE (III) MAY BE USED TO SATISFY NOT MORE THAN THE COMPANY'S
MINIMUM STATUTORY WITHHOLDING OBLIGATION (BASED ON MINIMUM STATUTORY WITHHOLDING
RATES FOR FEDERAL, STATE AND LOCAL TAX PURPOSES, INCLUDING PAYROLL TAXES, THAT
ARE APPLICABLE TO SUCH SUPPLEMENTAL TAXABLE INCOME).
(5)
TRANSFERABILITY.
EXCEPT AS OTHERWISE PROVIDED BY
THE COMMITTEE OR IN THIS PARAGRAPH 5, THE OPTION IS NOT TRANSFERABLE OTHER THAN
AS DESIGNATED BY YOU BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION AND,
DURING YOUR LIFE, MAY BE EXERCISED ONLY BY YOU.
THE COMMITTEE, IN ITS
DISCRETION, MAY PERMIT YOU TO TRANSFER THE OPTION FOR NO CONSIDERATION TO OR FOR
THE BENEFIT OF YOUR IMMEDIATE FAMILY (INCLUDING, WITHOUT LIMITATION, TO A TRUST
FOR THE BENEFIT OF YOUR IMMEDIATE FAMILY OR TO A PARTNERSHIP OR LIMITED
LIABILITY COMPANY FOR ONE OR MORE MEMBERS OF YOUR IMMEDIATE FAMILY), SUBJECT TO
SUCH LIMITS AS THE COMMITTEE MAY ESTABLISH, AND THE TRANSFEREE SHALL REMAIN
SUBJECT TO ALL THE TERMS AND CONDITIONS APPLICABLE TO THE OPTION PRIOR TO SUCH
TRANSFER.
IN THE DISCRETION OF THE COMMITTEE, THE FOREGOING RIGHT TO TRANSFER
THE OPTION MAY APPLY TO THE RIGHT TO CONSENT TO AMENDMENTS TO THIS LETTER AND
MAY ALSO APPLY TO THE RIGHT TO TRANSFER ANCILLARY RIGHTS ASSOCIATED WITH THE
OPTION.
THE TERM "IMMEDIATE FAMILY" MEANS YOUR SPOUSE, PARENTS, CHILDREN,
STEPCHILDREN, SISTERS, BROTHERS AND GRANDCHILDREN, BY BIRTH OR THROUGH LEGAL
ADOPTION (AND, FOR THIS PURPOSE, SHALL ALSO INCLUDE YOU).
(6)
CERTIFICATES.
(A)
CERTIFICATES REPRESENTING SHARES OF STOCK
ISSUABLE UPON EXERCISE OF THE OPTION MAY BE LEGENDED IN SUCH FASHION AS THE
COMPANY MAY REQUIRE AND SHALL BE SUBJECT TO SUCH RESTRICTIONS ON DISPOSITION AS
MAY BE REQUIRED TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS.
(B)
TO THE EXTENT THAT THE PLAN PROVIDES FOR THE
ISSUANCE OF STOCK CERTIFICATES TO REFLECT THE ISSUANCE OF SHARES OF STOCK, THE
ISSUANCE MAY BE EFFECTED ON A NON-CERTIFICATED BASIS, TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW OR THE APPLICABLE RULES OF ANY STOCK EXCHANGE.
3
(7)
MISCELLANEOUS.
(A)
YOU COVENANT AND AGREE WITH THE COMPANY
THAT IF, AT THE TIME OF EXERCISE OF THE OPTION, THERE DOES NOT EXIST A
REGISTRATION STATEMENT ON AN APPROPRIATE FORM UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), WHICH REGISTRATION STATEMENT SHALL HAVE BECOME EFFECTIVE
AND SHALL INCLUDE A PROSPECTUS THAT IS CURRENT WITH RESPECT TO THE SHARES OF
STOCK SUBJECT TO THE OPTION, THEN YOU SHALL EXECUTE AND DELIVER A CERTIFICATE TO
THE COMPANY INDICATING (I) THAT YOU ARE PURCHASING THE STOCK UNDER SUCH OPTION
FOR YOUR OWN ACCOUNT AND NOT WITH A VIEW TO