AND ALL SUBSEQUENT PUBLIC OFFERINGS OR DIVESTITURES OF THE
SPONSOR'S INTERESTS (UNTIL THE SPONSORS BENEFICIALLY OWN LESS THAT 5% OF THE
TOTAL OUTSTANDING EQUITY INTERESTS IN THE COMPANY), THE FOREGOING INTERNAL RATES
OF RETURNS SHALL BE RECALCULATED IN THE SAME MANNER AS PROVIDED ABOVE AND, TO
THE EXTENT SUCH RECALCULATION RESULTS IN AN INCREASED INTERNAL RATE OF RETURN
THAT WOULD RESULT IN MORE OPTIONS BECOMING VESTED AND EXERCISABLE, SUCH
ADDITIONAL OPTIONS SHALL BECOME VESTED AND EXERCISABLE.
(B)
CONDITIONS.
THE BOARD, IN ITS SOLE
DISCRETION, MAY ACCELERATE THE VESTING AND EXERCISABILITY OF ANY OPTION, ALL
OPTIONS OR ANY CLASS OF OPTIONS, AT ANY TIME AND FROM TIME TO TIME.
SHARES
COVERED BY OPTIONS WHICH ARE VESTED AND EXERCISABLE MAY, SUBJECT TO THE
PROVISIONS HEREOF, BE PURCHASED AT ANY TIME AND FROM TIME TO TIME ON OR AFTER
THE DATE THE CORRESPONDING OPTIONS BECOME EXERCISABLE IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 3 UNTIL THE DATE ONE DAY PRIOR TO THE DATE ON WHICH
SUCH OPTIONS TERMINATE, PROVIDED THAT ANY SUCH PURCHASE SHALL BE EFFECTED
PURSUANT AND SUBJECT TO
3
SECTIONS 5 AND 6 HEREOF AND THE PROVISIONS CONTAINED IN THE SHAREHOLDERS
AGREEMENT AND THE STOCK SUBSCRIPTION AGREEMENT RELATED TO THE PURCHASE OF SUCH
SHARES.
4.
TERMINATION OF OPTIONS.
(A)
NORMAL TERMINATION DATE.
SUBJECT TO
SECTIONS 4(B) AND 8 HEREOF, THE OPTIONS SHALL TERMINATE AND BE CANCELED ON THE
NORMAL TERMINATION DATE.
(B)
EARLY TERMINATION.
(I)
TERMINATION OTHER THAN FOR CAUSE.
IF
THE GRANTEE'S EMPLOYMENT WITH A MEMBER OF THE COMPANY GROUP TERMINATES FOR ANY
REASON OTHER THAN FOR CAUSE, THEN A PERCENTAGE OF OPTIONS GRANTED HEREUNDER THAT
HAS NOT BECOME VESTED AND EXERCISABLE PURSUANT TO SECTION 3 SHALL TERMINATE AND
BE CANCELLED IMMEDIATELY UPON SUCH TERMINATION OF EMPLOYMENT IN ACCORDANCE WITH
THE FOLLOWING TABLE:
Length of time from Grant
Date to date of termination
% of Options granted
hereunder terminated
Less than 1 year
100
%
1 year but less than 2 years
75
%
2 years but less than 3 years
50
%
3 years but less than 4 years
25
%
4 years or more
0
%
With respect to any Options that are not terminated and canceled upon the
Grantee's termination of employment in accordance with the above table (the
"Remaining Options"), the Company shall have the option to (A) permit the
Grantee to exercise such Remaining Options (whether or not then vested or
exercisable) until the first to occur of (x) the 90th day after the effective
date of the Grantee's termination of employment or, in the case of a termination
for death or Disability, the twelve month anniversary of such effective date;
and (y) the Normal Termination Date, (B) permit such Remaining Options to remain
outstanding and subject to provisions contained herein without modification,
except that the provisions of the first sentence of this Section 4(b)(i),
Section 4(b)(iii) hereof and Section 6 of the Plan shall no longer apply or
(C) purchase all or any portion of the Remaining Options in accordance with
Section