UPON EXERCISE OF THIS OPTION WILL BE LEGENDED AS REQUIRED UNDER THE PLAN AND/OR
AS APPROPRIATE UNDER APPLICABLE LAW.
5.
COMPLIANCE WITH LAWS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THIS OPTION MAY NOT BE EXERCISED IF THE ISSUANCE OF SHARES UPON SUCH
EXERCISE WOULD VIOLATE ANY LAW, REGULATION OR EXCHANGE LISTING REQUIREMENT
(INCLUDING, WITHOUT LIMITATION, EXCHANGE ACT RULE 16B-3).
THE BOARD MAY FROM
TIME TO TIME MODIFY THE TERMS OF THIS OPTION OR IMPOSE ADDITIONAL CONDITIONS ON
THE EXERCISE OF THIS OPTION AS IT DEEMS NECESSARY OR APPROPRIATE TO FACILITATE
COMPLIANCE WITH ANY LAW, REGULATION OR EXCHANGE LISTING REQUIREMENT.
6.
NONTRANSFERABILITY OF OPTION.
THIS OPTION MAY NOT BE SOLD, PLEDGED,
ASSIGNED, HYPOTHECATED, GIFTED, TRANSFERRED OR DISPOSED OR IN ANY MANNER EITHER
VOLUNTARILY OR INVOLUNTARILY BY THE OPERATION OF LAW, OTHER THAN BY THE WILL OR
BY THE LAWS OF DESCENT OR DISTRIBUTION, AND MAY BE EXERCISED DURING THE LIFETIME
OF THE OPTIONEE ONLY BY SUCH OPTIONEE.
SUBJECT TO THE FOREGOING AND THE TERMS
OF THE PLAN, THE TERMS OF THIS OPTION SHALL BE BINDING UPON THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE OPTIONEE.
7.
CONTINUATION OF SERVICE.
NEITHER THE PLAN NOR THIS AGREEMENT SHALL
CONFER UPON ANY OPTIONEE ANY RIGHT TO CONTINUE IN THE SERVICE OF THE COMPANY OR
ANY OF ITS AFFILIATES OR LIMIT IN ANY RESPECT THE RIGHT OF THE COMPANY OR ITS
AFFILIATES TO DISCHARGE THE OPTIONEE AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH
OR WITHOUT NOTICE.
8.
PROTECTION OF CONFIDENTIAL INFORMATION; COVENANT NOT TO COMPETE.
(A)
IN VIEW OF THE FACT THAT THE OPTIONEE'S WORK FOR THE COMPANY WILL BRING
OPTIONEE INTO CLOSE CONTACT WITH MANY CONFIDENTIAL AFFAIRS OF THE COMPANY NOT
READILY AVAILABLE TO THE PUBLIC, THE OPTIONEE AGREES:
I.
TO KEEP SECRET AND RETAIN IN THE STRICTEST CONFIDENCE ALL
CONFIDENTIAL INFORMATION (AS DEFINED BELOW) AND TRADE SECRETS (AS DEFINED BELOW)
OF THE COMPANY LEARNED BY OPTIONEE HERETOFORE OR HEREAFTER, AND NOT TO DISCLOSE
THEM TO ANYONE OUTSIDE OF THE COMPANY, EITHER DURING OR AFTER THE TERM OF
EMPLOYMENT OR SERVICE, EXCEPT IN THE COURSE OF PERFORMING HIS DUTIES HEREUNDER
OR WITH THE COMPANY'S EXPRESS WRITTEN CONSENT;
II.
TO DELIVER PROMPTLY TO THE COMPANY ON TERMINATION OF EMPLOYMENT
OR SERVICE, OR AT ANY TIME THE COMPANY MAY SO REQUEST, ALL MEMORANDA, NOTES,
RECORDS, REPORTS, MANUALS, DRAWINGS, LISTS OF ACTUAL AND POTENTIAL CUSTOMERS AND
OTHER DOCUMENTS RELATING TO THE COMPANY'S BUSINESS AND ALL PROPERTY ASSOCIATED
THEREWITH THAT THE OPTIONEE MAY THEN POSSESS OR HAVE UNDER THE OPTIONEE'S
CONTROL; AND
III.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL
MEAN INFORMATION DISCLOSED TO THE OPTIONEE OR KNOWN BY THE OPTIONEE AS A
CONSEQUENCES OR THROUGH HIS EMPLOYMENT BY OR SERVICE FOR THE COMPANY, NOT
GENERALLY KNOWN IN THE INDUSTRY IN WHICH THE COMPANY IS OR MAY BECOME ENGAGED,
ABOUT THE COMPANY'S PRODUCTS, PROCESSES, AND SERVICES, INCLUDING BUT NOT LIMITED
TO INFORMATION RELATION TO RESEARCH, DEVELOPMENT, INVENTIONS, MANUFACTURE,
PURCHASING, ACCOUNTING, ENGINEERING, MARKETING (INCLUDING THE IDENTITIES OF
ACTUAL AND POTENTIAL CUSTOMERS), MERCHANDISING AND SELLING.