EXCEEDS $100,000, SUCH EXCESS INCENTIVE STOCK OPTIONS SHALL BE TREATED
AS NONQUALIFIED STOCK OPTIONS.
(F)
VOLUNTARY SURRENDER.
THE COMMITTEE MAY
PERMIT THE VOLUNTARY SURRENDER OF ALL OR ANY PORTION OF ANY NONQUALIFIED STOCK
OPTION, IF ANY, GRANTED UNDER THE PLAN TO BE CONDITIONED UPON THE GRANTING TO
THE PARTICIPANT OF A NEW OPTION FOR THE SAME OR A DIFFERENT NUMBER OF SHARES AS
THE OPTION SURRENDERED OR REQUIRE SUCH VOLUNTARY SURRENDER AS A CONDITION
PRECEDENT TO A GRANT OF A NEW OPTION TO SUCH PARTICIPANT.
SUCH NEW OPTION SHALL
BE EXERCISABLE
9
AT AN OPTION PRICE, DURING AN OPTION PERIOD, AND IN ACCORDANCE WITH ANY OTHER
TERMS OR CONDITIONS SPECIFIED BY THE COMMITTEE AT THE TIME THE NEW OPTION IS
GRANTED, ALL DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN WITHOUT
REGARD TO THE OPTION PRICE, OPTION PERIOD, OR ANY OTHER TERMS AND CONDITIONS OF
THE NONQUALIFIED STOCK OPTION SURRENDERED.
8.
GENERAL
(A)
ADDITIONAL PROVISIONS OF AN OPTION.
OPTIONS GRANTED TO A PARTICIPANT UNDER THE PLAN ALSO MAY BE SUBJECT TO SUCH
OTHER PROVISIONS (WHETHER OR NOT APPLICABLE TO OPTIONS GRANTED TO ANY OTHER
PARTICIPANT) AS THE COMMITTEE DETERMINES APPROPRIATE INCLUDING, WITHOUT
LIMITATION, PROVISIONS TO ASSIST THE PARTICIPANT IN FINANCING THE PURCHASE OF
STOCK UPON THE EXERCISE OF OPTIONS, PROVISIONS FOR THE FORFEITURE OF OR
RESTRICTIONS ON RESALE OR OTHER DISPOSITION OF SHARES OF STOCK ACQUIRED UNDER
ANY OPTION, PROVISIONS GIVING THE COMPANY THE RIGHT TO REPURCHASE SHARES OF
STOCK ACQUIRED UNDER ANY OPTION IN THE EVENT THE PARTICIPANT ELECTS TO DISPOSE
OF SUCH SHARES ON TERMINATION OF EMPLOYMENT, PROVISIONS ALLOWING THE PARTICIPANT
TO ELECT TO DEFER THE RECEIPT OF PAYMENT IN RESPECT OF OPTIONS FOR A SPECIFIED
PERIOD OR UNTIL A SPECIFIED EVENT AND PROVISIONS TO COMPLY WITH FEDERAL AND
STATE SECURITIES LAWS AND FEDERAL AND STATE TAX WITHHOLDING REQUIREMENTS.
ANY
SUCH PROVISIONS SHALL BE REFLECTED IN THE APPLICABLE STOCK OPTION AGREEMENT.
(B)
PRIVILEGES OF STOCK OWNERSHIP.
EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN, NO PERSON SHALL BE ENTITLED TO THE
PRIVILEGES OF OWNERSHIP IN RESPECT OF SHARES OF STOCK WHICH ARE SUBJECT TO
OPTIONS HEREUNDER UNTIL SUCH SHARES HAVE BEEN ISSUED TO THAT PERSON.
(C)
GOVERNMENT AND OTHER REGULATIONS.
THE
OBLIGATION OF THE COMPANY TO MAKE PAYMENT OF OPTIONS IN STOCK OR OTHERWISE SHALL
BE SUBJECT TO ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AND TO SUCH APPROVALS
BY GOVERNMENTAL AGENCIES AS MAY BE REQUIRED.
NOTWITHSTANDING ANY TERMS OR
CONDITIONS OF ANY OPTION TO THE CONTRARY, THE COMPANY SHALL BE UNDER NO
OBLIGATION TO OFFER TO SELL OR TO SELL AND SHALL BE PROHIBITED FROM OFFERING TO
SELL OR SELLING ANY SHARES OF STOCK PURSUANT TO AN OPTION UNLESS SUCH SHARES
HAVE BEEN PROPERLY REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT WITH THE
SECURITIES AND EXCHANGE COMMISSION OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH SHARES MAY BE OFFERED OR SOLD
WITHOUT SUCH REGISTRATION PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM AND THE
TERMS AND CONDITIONS OF SUCH