FORM AND SUBSTANCE AS
THE COMPANY MAY REQUIRE, SETTING FORTH THE INVESTMENT INTENT OF THE OPTIONEE, OR
PERSON DESIGNATED IN SECTION 5 BELOW, AS THE CASE MAY BE.
5.
DEATH OF OPTIONEE; NO ASSIGNMENT. THE RIGHTS OF THE OPTIONEE UNDER THIS
AGREEMENT MAY NOT BE ASSIGNED OR TRANSFERRED EXCEPT BY WILL OR BY THE LAWS OF
DESCENT AND DISTRIBUTION, AND MAY BE EXERCISED DURING THE LIFETIME OF THE
OPTIONEE ONLY BY SUCH OPTIONEE. ANY ATTEMPT TO SELL, PLEDGE, ASSIGN,
HYPOTHECATE, TRANSFER OR DISPOSE OF THIS OPTION IN CONTRAVENTION OF THIS
AGREEMENT OR THE PLAN SHALL BE VOID AND SHALL HAVE NO EFFECT. IF THE OPTIONEE'S
CONTINUOUS SERVICE TERMINATES AS A RESULT OF HIS OR HER DEATH, AND PROVIDED
OPTIONEE'S RIGHTS HEREUNDER SHALL HAVE VESTED PURSUANT TO SECTION 2 HEREOF,
OPTIONEE'S LEGAL REPRESENTATIVE, HIS OR HER LEGATEE, OR THE PERSON WHO ACQUIRED
THE RIGHT TO EXERCISE THIS OPTION BY REASON OF THE DEATH OF THE OPTIONEE
(INDIVIDUALLY, A "SUCCESSOR") SHALL SUCCEED TO THE OPTIONEE'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT. AFTER THE DEATH OF THE OPTIONEE, ONLY A
SUCCESSOR MAY EXERCISE THIS OPTION.
6.
REPRESENTATIONS OF OPTIONEE. OPTIONEE REPRESENTS AND WARRANTS THAT THIS
OPTION IS BEING ACQUIRED BY OPTIONEE FOR OPTIONEE'S PERSONAL ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION, RESALE OR
OTHER DISPOSITION THEREOF. OPTIONEE FURTHER REPRESENTS AND WARRANTS THAT
OPTIONEE HAS A PRE-EXISTING BUSINESS OR PERSONAL RELATIONSHIP WITH THE COMPANY
OR ONE OR MORE OF ITS OFFICERS OR DIRECTORS, OPTIONEE IS OF SUFFICIENT
SOPHISTICATION TO MAKE AN INFORMED INVESTMENT DECISION AND OPTIONEE HAS THE
CAPACITY TO PROTECT OPTIONEE'S OWN INTEREST IN CONNECTION WITH THIS AGREEMENT.
OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND UNDERSTANDS THAT ALL
RIGHTS AND OBLIGATIONS CONNECTED WITH THIS OPTION ARE SET FORTH IN THIS
AGREEMENT AND IN THE PLAN.
7.
ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. IN THE EVENT THAT THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY ARE HEREAFTER INCREASED OR
DECREASED OR CHANGED INTO OR EXCHANGED FOR A DIFFERENT NUMBER OR KIND OF SHARES
OR OTHER SECURITIES OF THE COMPANY BY REASON OF A RECAPITALIZATION, STOCK SPLIT,
COMBINATION OF SHARES, RECLASSIFICATION, STOCK DIVIDEND OR OTHER CHANGE IN THE
CAPITAL STRUCTURE OF THE COMPANY, THEN APPROPRIATE ADJUSTMENT SHALL BE MADE BY
THE ADMINISTRATOR TO THE NUMBER OF SHARES SUBJECT TO THE UNEXERCISED PORTION OF
THIS OPTION AND TO THE EXERCISE PRICE PER SHARE, IN ORDER TO PRESERVE, AS NEARLY
AS PRACTICAL, BUT NOT TO INCREASE, THE BENEFITS OF THE OPTIONEE UNDER THIS
OPTION, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.2 OF THE PLAN.
8.
CHANGE IN CONTROL. IN THE EVENT OF A CHANGE IN CONTROL (AS DEFINED IN
SECTION 2.4 OF THE PLAN):
(A)
THE RIGHT TO EXERCISE THIS OPTION SHALL ACCELERATE AUTOMATICALLY
AND VEST IN FULL (NOTWITHSTANDING THE PROVISIONS OF SECTION 2 ABOVE) EFFECTIVE
AS OF IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE CHANGE IN CONTROL UNLESS THIS
OPTION IS TO BE ASSUMED BY THE ACQUIRING OR SUCCESSOR ENTITY (OR PARENT THEREOF)
OR A