THE EVENTS DESCRIBED IN SECTION 5(B) AND (D); OR
(D)
OTHER.
UPON THE EARLIER TO OCCUR OF (I) 66 MONTHS FOLLOWING THE
GRANT DATE, OR (II) UPON THE EXPIRATION OF TEN (10) BUSINESS DAYS AFTER
TERMINATION OF EMPLOYEE'S EMPLOYMENT BY THE COMPANY (EXCEPT IF SUCH TERMINATION
BE BY REASON OF DEATH, DISABILITY, OR NORMAL OR EARLY RETIREMENT).
NOTWITHSTANDING THE FOREGOING, IF THE SHARES SUBJECT TO THIS OPTION BECOME FULLY
VESTED AND IMMEDIATELY EXERCISABLE PURSUANT TO SECTION 2(B), THEN THE RIGHT TO
EXERCISE THIS OPTION SHALL TERMINATE ON THE FIRST TO OCCUR OF SIXTY-SIX (66)
MONTHS FOLLOWING THE EFFECTIVE DATE, OR 24 MONTHS FROM THE DATE OF ACCELERATION
PURSUANT TO SECTION 2(B).
IT IS IN COMPENSATION COMMITTEE'S SOLE DISCRETION TO
DETERMINE WHETHER THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY TERMINATES BY
REASON OF DISABILITY, NORMAL OR EARLY RETIREMENT.
Except as set forth above, the option may not be exercised unless Employee, at
the time he or she exercises the option, is, and has been at all times since the
date of grant of the option, an employee of the Company.
Employee shall be
deemed to be employed by the Company if he or she is employed by the Company or
any of its subsidiaries.
Notwithstanding the above, in no event may the option
be exercised after 66 months following the Grant Date.
6.
RECLASSIFICATION, CONSOLIDATION, OR MERGER.
THE NUMBER OF OPTION
SHARES MAY BE ADJUSTED IN ACCORDANCE WITH THE PLAN IF CERTAIN EVENTS SUCH AS
MERGER, REORGANIZATION, CONSOLIDATION, RECAPITALIZATION, STOCK DIVIDENDS, STOCK
SPLITS, OR OTHER CHANGES IN THE COMPANY'S CORPORATE STRUCTURE AFFECTING ITS
COMMON STOCK OCCUR.
7.
RIGHTS PRIOR TO EXERCISE OF OPTION.
THIS OPTION IS NOT
TRANSFERABLE BY EMPLOYEE, EXCEPT BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION OR AS OTHERWISE SET FORTH IN THE PLAN, AND DURING EMPLOYEE'S
LIFETIME SHALL BE EXERCISABLE ONLY BY EMPLOYEE.
THIS OPTION SHALL CONFER NO
RIGHTS TO THE HOLDER HEREOF TO ACT AS STOCKHOLDER WITH RESPECT TO ANY OF THE
OPTION SHARES UNTIL PAYMENT OF THE OPTION PRICE AND DELIVERY OF A SHARE
CERTIFICATE HAS BEEN MADE.
8.
EMPLOYEE'S REPRESENTATIONS AND WARRANTIES.
BY EXECUTION OF THIS
AGREEMENT, EMPLOYEE REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
THE ENTIRE LEGAL AND BENEFICIAL INTEREST OF THE OPTION AND THE
OPTION SHARES ARE FOR AND WILL BE HELD FOR THE ACCOUNT OF THE EMPLOYEE ONLY AND
NEITHER IN WHOLE NOR IN PART FOR ANY OTHER PERSON.
(B)
EMPLOYEE RESIDES AT THE FOLLOWING ADDRESS:
3802 Wieuca Trace
Atlanta, Georgia
30342
(C)
EMPLOYEE IS FAMILIAR WITH THE COMPANY AND ITS PLANS, OPERATIONS,
AND FINANCIAL CONDITION.
PRIOR TO THE ACCEPTANCE OF THIS OPTION, EMPLOYEE HAS
RECEIVED ALL INFORMATION AS HE OR SHE DEEMS NECESSARY AND APPROPRIATE TO ENABLE
AN EVALUATION OF THE FINANCIAL RISK
INHERENT IN ACCEPTING THE OPTION AND HAS RECEIVED SATISFACTORY AND COMPLETE
INFORMATION CONCERNING THE BUSINESS AND FINANCIAL CONDITION OF THE COMPANY IN
RESPONSE TO ALL INQUIRIES IN RESPECT THEREOF.
9.
RESTRICTED SECURITIES.
EMPLOYEE RECOGNIZES AND UNDERSTANDS THAT
THIS OPTION AND THE OPTION SHARES