whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole shares of Common
Stock only.
SECTION 4.3.
- MANNER OF EXERCISE
The Option, or any exercisable portion thereof, may be exercised solely by
delivering to the 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;
(B)
FULL PAYMENT (IN CASH, BY CHECK OR BY A COMBINATION THEREOF) FOR
THE SHARES WITH RESPECT TO WHICH THE 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 THE 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 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 THE 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
8
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.
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 the 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 (c) above and the agreements herein.
The written representation and agreement referred to in subsection (c) above
shall, however, not be required if the shares to be issued pursuant to such
exercise