PAYMENT TO
2
BE MADE, IN WHOLE OR IN PART, BY TENDER OF A BROKER EXERCISE NOTICE, BY TENDER,
OR ATTESTATION AS TO OWNERSHIP, OF PREVIOUSLY ACQUIRED SHARES, OR BY A
COMBINATION OF SUCH METHODS. IN THE EVENT THE OPTIONEE IS PERMITTED TO PAY THE
TOTAL PURCHASE PRICE OF SUCH PERIODIC OPTION IN WHOLE OR IN PART BY TENDER OR
ATTESTATION AS TO OWNERSHIP OF PREVIOUSLY ACQUIRED SHARES, THE VALUE OF SUCH
PREVIOUSLY ACQUIRED SHARES WILL BE EQUAL TO THEIR MARKET PRICE ON THE DATE OF
EXERCISE OF SUCH PERIODIC OPTION.
ARTICLE 5.
RESTRICTIONS ON TRANSFER.
5.1
GENERAL RESTRICTION ON TRANSFER.
EXCEPT AS
OTHERWISE PROVIDED IN THE PLAN AND THIS SECTION, NONE OF THE PERIODIC OPTIONS
NOR THE OPTION SHARES ACQUIRED UPON EXERCISE OF THE PERIODIC OPTIONS MAY BE
TRANSFERRED BY THE OPTIONEE, EITHER VOLUNTARILY OR INVOLUNTARILY, OR SUBJECTED
TO ANY LIEN, DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR OTHERWISE.
ANY
ATTEMPT TO TRANSFER OR ENCUMBER ANY OF THE PERIODIC OPTIONS OR THE OPTION SHARES
OTHER THAN IN ACCORDANCE WITH THIS SECTION AND THE PLAN WILL BE NULL AND VOID
AND WILL VOID SUCH PERIODIC OPTION.
5.2
DESIGNATION OF BENEFICIARY.
THE OPTIONEE IS
ENTITLED TO DESIGNATE A BENEFICIARY TO RECEIVE A PERIODIC OPTION UPON THE
OPTIONEE'S DEATH, AND IN THE EVENT OF THE OPTIONEE'S DEATH, PAYMENT OF ANY
AMOUNTS DUE UNDER THE PLAN WILL BE MADE TO, AND EXERCISE OF ANY OF THE PERIODIC
OPTIONS (TO THE EXTENT PERMITTED PURSUANT TO ARTICLE 3) MAY BE MADE BY, THE
OPTIONEE'S LEGAL REPRESENTATIVES, HEIRS AND LEGATEES.
5.3
GIFTS TO RELATED PARTIES.
SO LONG AS THE
OPTIONEE IS A DIRECTOR OF THE COMPANY, THE OPTIONEE IS ENTITLED TO TRANSFER ALL
OR A PORTION OF A PERIODIC OPTION, OTHER THAN FOR VALUE, TO THE OPTIONEE'S
CHILD, STEPCHILD, GRANDCHILD, PARENT, STEPPARENT, GRANDPARENT, SPOUSE, FORMER
SPOUSE, SIBLING, NIECE, NEPHEW, MOTHER-IN-LAW, FATHER-IN-LAW, SON-IN-LAW,
DAUGHTER-IN-LAW, BROTHER-IN-LAW, OR SISTER-IN-LAW, ANY PERSON SHARING THE
OPTIONEE'S HOUSEHOLD (OTHER THAN A TENANT OR EMPLOYEE), A TRUST IN WHICH ANY OF
THE FOREGOING HAVE MORE THAN FIFTY PERCENT OF THE BENEFICIAL INTERESTS, A
FOUNDATION IN WHICH ANY OF THE FOREGOING (OR THE OPTIONEE) CONTROL THE
MANAGEMENT OF ASSETS, AND ANY OTHER ENTITY IN WHICH THESE PERSONS (OR THE
OPTIONEE) OWN MORE THAN FIFTY PERCENT OF THE VOTING INTERESTS.
ANY PERMITTED
TRANSFEREE WILL REMAIN SUBJECT TO ALL THE TERMS AND CONDITIONS APPLICABLE TO THE
OPTIONEE PRIOR TO THE TRANSFER.
A PERMITTED TRANSFER MAY BE CONDITIONED UPON
SUCH REQUIREMENTS AS THE COMMITTEE MAY, IN ITS SOLE DISCRETION, DETERMINE,
INCLUDING, BUT NOT LIMITED TO EXECUTION AND/OR DELIVERY OF APPROPRIATE
ACKNOWLEDGEMENTS, OPINION OF COUNSEL, OR OTHER DOCUMENTS BY THE TRANSFEREE.
ARTICLE 6.
LIMITATION OF RIGHTS.
6.1
NO RIGHT TO CONTINUE AS A DIRECTOR.
NEITHER
THE PLAN, NOR THE GRANTING OF ANY OF THE PERIODIC OPTIONS UNDER THE PLAN AND
THIS AGREEMENT, NOR ANY OTHER ACTION TAKEN PURSUANT TO THE PLAN, WILL CONSTITUTE
OR BE EVIDENCE OF ANY AGREEMENT OR UNDERSTANDING, EXPRESS OR IMPLIED, THAT THE
COMPANY WILL RETAIN THE OPTIONEE AS A DIRECTOR OF THE