OR
MORE OF THOSE PERSONS DESCRIBED IN CLAUSE (I) ABOVE OR FOR THE BENEFIT OF SUCH
OPTIONEE OR HOLDER, AS THE CASE MAY BE; (III) AN ENTITY IN WHICH THE OPTIONEE OR
HOLDER OR ANY PERMITTED ASSIGNEE THEREOF IS A BENEFICIAL OWNER; OR (IV) IN THE
CASE OF A TRANSFER BY AN OPTIONEE WHO IS A NON-EMPLOYEE DIRECTOR, ANOTHER
NON-EMPLOYEE DIRECTOR OF THE COMPANY; PROVIDED THAT SUCH PERMITTED ASSIGNEE
SHALL BE BOUND BY AND SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THIS PLAN
AND THE SHARE OPTION AGREEMENT RELATING TO THE TRANSFERRED OPTION AND SHALL
EXECUTE AN AGREEMENT SATISFACTORY TO THE COMPANY EVIDENCING SUCH OBLIGATIONS;
AND PROVIDED FURTHER THAT SUCH OPTIONEE OR HOLDER SHALL REMAIN BOUND BY THE
TERMS AND CONDITIONS OF THIS PLAN.
IN THE CASE OF A TRANSFER BY A NON-EMPLOYEE
DIRECTOR TO ANOTHER NON-EMPLOYEE DIRECTOR, THE VESTING AND EXERCISABILITY SHALL
AFTER SUCH TRANSFER BE DETERMINED BY REFERENCE TO THE SERVICE OF THE ASSIGNEE,
RATHER THAN THE ASSIGNOR.
THE COMPANY SHALL COOPERATE WITH ANY PERMITTED
ASSIGNEE AND THE COMPANY'S TRANSFER AGENT IN EFFECTUATING ANY TRANSFER PERMITTED
UNDER THIS SECTION 8.3.
8.4.
TERMINATION OF EMPLOYMENT.
THE COMMITTEE WILL
DETERMINE AND SET FORTH IN EACH SHARE OPTION AGREEMENT WHETHER THE OPTIONS
GRANTED IN SUCH SHARE OPTION AGREEMENT WILL CONTINUE TO BE EXERCISABLE, AND THE
TERMS OF SUCH EXERCISE, ON AND AFTER THE DATE THAT AN OPTIONEE CEASES TO BE
EMPLOYED BY OR TO PROVIDE SERVICES TO THE COMPANY OR AN AFFILIATE, WHETHER BY
REASON OF DEATH, DISABILITY, VOLUNTARY OR INVOLUNTARY TERMINATION OF EMPLOYMENT
OR SERVICES, OR
8
OTHERWISE.
THE DATE OF TERMINATION OF AN OPTIONEE'S EMPLOYMENT OR SERVICES WILL
BE DETERMINED BY THE COMMITTEE, WHICH DETERMINATION WILL BE FINAL.
8.5.
AMENDMENT AND MODIFICATION OF THE PLAN.
THE
COMMITTEE MAY, FROM TIME TO TIME, ALTER, AMEND, SUSPEND OR TERMINATE THE PLAN AS
IT SHALL DEEM ADVISABLE, SUBJECT TO ANY REQUIREMENT FOR SHAREHOLDER APPROVAL
IMPOSED BY APPLICABLE LAW OR ANY RULE OF ANY STOCK EXCHANGE OR QUOTATION SYSTEM
ON WHICH SHARES ARE LISTED OR QUOTED; PROVIDED THAT THE COMMITTEE MAY NOT AMEND
THE PLAN, WITHOUT THE APPROVAL OF THE COMPANY'S SHAREHOLDERS, TO INCREASE THE
NUMBER OF SHARES THAT MAY BE THE SUBJECT OF OPTIONS UNDER THE PLAN (EXCEPT FOR
ADJUSTMENTS PURSUANT TO SECTION 8.6 HEREOF).
IN ADDITION, NO AMENDMENTS TO, OR
TERMINATION OF, THE PLAN SHALL IN ANY WAY IMPAIR THE RIGHTS OF AN OPTIONEE OR A
PARTICIPANT (OR A PERMITTED ASSIGNEE THEREOF) UNDER ANY AWARD PREVIOUSLY GRANTED
WITHOUT SUCH OPTIONEE'S OR PARTICIPANT'S CONSENT.
8.6.
ADJUSTMENTS.
IN THE EVENT THAT THE COMMITTEE
SHALL DETERMINE THAT ANY DIVIDEND OR OTHER DISTRIBUTION (WHETHER IN THE FORM OF
CASH, SHARES, OTHER SECURITIES, OR OTHER PROPERTY), RECAPITALIZATION, STOCK
SPLIT, REVERSE STOCK SPLIT, REORGANIZATION, MERGER, CONSOLIDATION, SPLIT-UP,
SPIN-OFF, COMBINATION, REPURCHASE, OR EXCHANGE OF SHARES OR OTHER SECURITIES,
THE ISSUANCE OF WARRANTS OR OTHER RIGHTS TO PURCHASE SHARES OR OTHER SECURITIES,
OR OTHER SIMILAR CORPORATE TRANSACTION OR EVENT AFFECTS THE SHARES WITH RESPECT
TO WHICH AWARDS HAVE BEEN OR MAY BE ISSUED UNDER THE PLAN,