TO REFLECT SUCH CHANGE AND THEREBY PRECLUDE A DILUTION OR ENLARGEMENT OF
BENEFITS HEREUNDER.
8.
STOCKHOLDER RIGHTS.
THE HOLDER OF THIS OPTION SHALL NOT HAVE ANY
STOCKHOLDER RIGHTS WITH RESPECT TO THE OPTION SHARES UNTIL SUCH PERSON SHALL
HAVE EXERCISED THE OPTION, PAID THE EXERCISE PRICE AND BECOME A HOLDER OF RECORD
OF THE PURCHASED SHARES.
9.
MANNER OF EXERCISING OPTION.
(A)
IN ORDER TO EXERCISE THIS OPTION WITH RESPECT TO ALL OR ANY PART
OF THE OPTION SHARES FOR WHICH THIS OPTION IS AT THE TIME EXERCISABLE, OPTIONEE
(OR ANY OTHER PERSON OR PERSONS EXERCISING THE OPTION) MUST TAKE THE FOLLOWING
ACTIONS:
(I)
EXECUTE AND DELIVER TO THE CORPORATION A NOTICE OF EXERCISE
(ATTACHED HERETO AS EXHIBIT I) FOR THE OPTION SHARES FOR WHICH THE OPTION IS
EXERCISED.
(II)
PAY THE AGGREGATE EXERCISE PRICE FOR THE PURCHASED SHARES IN ONE
OR MORE OF THE FOLLOWING FORMS:
(A)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION;
(B)
SHARES OF COMMON STOCK HELD BY OPTIONEE (OR ANY OTHER PERSON OR
PERSONS EXERCISING THE OPTION) FOR THE REQUISITE PERIOD NECESSARY TO AVOID A
CHARGE TO THE CORPORATION'S EARNINGS FOR FINANCIAL REPORTING PURPOSES AND VALUED
AT FAIR MARKET VALUE ON THE EXERCISE DATE; OR
(C)
IF THE OPTION IS EXERCISED FOR VESTED SHARES, THROUGH A SPECIAL
SALE AND REMITTANCE PROCEDURE PURSUANT TO WHICH OPTIONEE (OR ANY OTHER PERSON OR
PERSONS EXERCISING THE OPTION) SHALL CONCURRENTLY PROVIDE IRREVOCABLE
INSTRUCTIONS (1) TO A BROKERAGE FIRM (REASONABLY SATISFACTORY TO THE CORPORATION
FOR THE PURPOSES OF ADMINISTERING SUCH PROCEDURE IN COMPLIANCE WITH THE
CORPORATION'S PRE-NOTIFICATION/PRE-
4
CLEARANCE POLICIES) TO EFFECT THE IMMEDIATE SALE OF THE PURCHASED SHARES AND
REMIT TO THE CORPORATION, OUT OF THE SALE PROCEEDS AVAILABLE ON THE SETTLEMENT
DATE, SUFFICIENT FUNDS TO COVER THE AGGREGATE EXERCISE PRICE PAYABLE FOR THE
PURCHASED SHARES PLUS ALL APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND
EMPLOYMENT TAXES REQUIRED TO BE WITHHELD BY THE CORPORATION BY REASON OF SUCH
EXERCISE AND (2) TO THE CORPORATION TO DELIVER THE CERTIFICATES FOR THE
PURCHASED SHARES DIRECTLY TO SUCH BROKERAGE FIRM ON SUCH SETTLEMENT DATE IN
ORDER TO COMPLETE THE SALE.
Except to the extent the sale and remittance procedure is utilized in connection
with the option exercise, payment of the Exercise Price must accompany the
Notice of Exercise delivered to the Corporation in connection with the option
exercise.
(III)
FURNISH TO THE CORPORATION APPROPRIATE DOCUMENTATION THAT THE
PERSON OR PERSONS EXERCISING THE OPTION (IF OTHER THAN OPTIONEE) HAVE THE RIGHT
TO EXERCISE THIS OPTION.
(IV)
MAKE APPROPRIATE ARRANGEMENTS WITH THE CORPORATION (OR PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) FOR THE SATISFACTION OF ALL FEDERAL,
STATE AND LOCAL INCOME AND EMPLOYMENT TAX WITHHOLDING REQUIREMENTS APPLICABLE TO
THE OPTION EXERCISE.
(B)
AS SOON AS PRACTICAL AFTER THE EXERCISE DATE, THE CORPORATION
SHALL ISSUE TO OR ON BEHALF OF OPTIONEE (OR ANY OTHER PERSON OR PERSONS
EXERCISING THIS OPTION) A CERTIFICATE FOR THE PURCHASED OPTION SHARES, WITH THE
APPROPRIATE LEGENDS AFFIXED THERETO.
(C)
IN NO EVENT MAY THIS OPTION BE EXERCISED FOR