Secretary or his office all of the following prior to the time
when the Option or such portion becomes unexercisable under Section 3.2:
(A)
NOTICE IN WRITING SIGNED BY THE OPTIONEE OR
THE OTHER PERSON THEN ENTITLED TO EXERCISE THE OPTION OR PORTION THEREOF,
STATING THAT THE OPTION OR PORTION THEREOF IS THEREBY EXERCISED, SUCH NOTICE
COMPLYING WITH ALL APPLICABLE RULES ESTABLISHED BY THE COMMITTEE;
7
(B)
FULL PAYMENT (IN CASH, BY CHECK OR BY A
COMBINATION THEREOF) FOR THE SHARES WITH RESPECT TO WHICH SUCH OPTION OR PORTION
THEREOF IS EXERCISED;
(C)
A BONA FIDE WRITTEN REPRESENTATION AND
AGREEMENT, IN A FORM SATISFACTORY TO THE COMMITTEE, SIGNED BY THE OPTIONEE OR
OTHER PERSON THEN ENTITLED TO EXERCISE SUCH OPTION OR PORTION THEREOF, STATING
THAT THE SHARES OF STOCK ARE BEING ACQUIRED FOR HIS OWN ACCOUNT, FOR INVESTMENT
AND WITHOUT ANY PRESENT INTENTION OF DISTRIBUTING OR RESELLING SAID SHARES OR
ANY OF THEM EXCEPT AS MAY BE PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND THEN APPLICABLE RULES AND REGULATIONS THEREUNDER, AND
THAT THE OPTIONEE OR OTHER PERSON THEN ENTITLED TO EXERCISE SUCH OPTION OR
PORTION THEREOF WILL INDEMNIFY THE COMPANY AGAINST AND HOLD IT FREE AND HARMLESS
FROM ANY LOSS, DAMAGE, EXPENSE OR LIABILITY RESULTING TO THE COMPANY IF ANY SALE
OR DISTRIBUTION OF THE SHARES BY SUCH PERSON IS CONTRARY TO THE REPRESENTATION
AND AGREEMENT REFERRED TO ABOVE; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, IN
ITS REASONABLE DISCRETION, TAKE WHATEVER ADDITIONAL ACTIONS IT DEEMS REASONABLY
NECESSARY TO ENSURE THE OBSERVANCE AND PERFORMANCE OF SUCH REPRESENTATION AND
AGREEMENT AND TO EFFECT COMPLIANCE WITH THE ACT AND ANY OTHER FEDERAL OR STATE
SECURITIES LAWS OR REGULATIONS;
(D)
FULL PAYMENT TO THE COMPANY OF ALL AMOUNTS
WHICH, UNDER FEDERAL, STATE OR LOCAL LAW, IT IS REQUIRED TO WITHHOLD UPON
EXERCISE OF THE OPTION; AND
(E)
IN THE EVENT THE OPTION OR PORTION THEREOF
SHALL BE EXERCISED PURSUANT TO SECTION 4.1 BY ANY PERSON OR PERSONS OTHER THAN
THE OPTIONEE, APPROPRIATE PROOF OF THE RIGHT OF SUCH PERSON OR PERSONS TO
EXERCISE THE OPTION.
In addition to the foregoing, the Optionee may, in the Committee's good faith
discretion, make payment of the exercise price (as required in
Section 4.3(b) above) in shares of Common Stock that the Optionee has held for
at least six months or otherwise pursuant to an irrevocable broker loan program
established by the Committee; and may also pay any taxes required to be withheld
and paid upon any exercise (as required in Section 4.3(d) above) pursuant to an
irrevocable broker loan program established by the Committee.
Without limiting the generality of the foregoing, the Committee may require an
opinion of counsel acceptable to it to the effect that any subsequent transfer
of shares acquired on exercise of an Option does not violate the Act, and may
issue stop-transfer orders covering such shares. Share certificates evidencing
stock issued on exercise of this Option shall bear an appropriate legend
referring to the provisions of subsection