OF THE OPTION
RESERVE AND KEEP AVAILABLE SUCH NUMBER OF SHARES AS WILL BE SUFFICIENT TO
SATISFY THE REQUIREMENTS OF THE OPTION.
(C)
NOTWITHSTANDING SECTION 5(A) OF THIS AGREEMENT, THE COMPANY MAY
DELAY THE ISSUANCE OF SHARES COVERED BY THE OPTION AND THE DELIVERY OF A
CERTIFICATE FOR SUCH SHARES UNTIL ONE OF THE FOLLOWING CONDITIONS IS SATISFIED:
(I) THE SHARES PURCHASED PURSUANT TO THE OPTION ARE AT THE TIME OF THE ISSUANCE
OF SUCH SHARES EFFECTIVELY REGISTERED OR QUALIFIED UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR (II) SUCH SHARES ARE EXEMPT FROM REGISTRATION AND
QUALIFICATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
6.
ADMINISTRATION.
THIS AGREEMENT SHALL BE ADMINISTERED BY THE
BOARD.
THE BOARD SHALL BE AUTHORIZED TO INTERPRET THIS AGREEMENT AND TO MAKE
ALL OTHER DETERMINATIONS NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THIS
AGREEMENT.
THE DETERMINATIONS OF THE BOARD IN THE ADMINISTRATION OF THIS
AGREEMENT, AS DESCRIBED HEREIN, SHALL BE FINAL AND CONCLUSIVE.
THE SECRETARY
SHALL BE AUTHORIZED TO IMPLEMENT THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS AND
TO TAKE SUCH ACTIONS OF A MINISTERIAL NATURE AS SHALL BE NECESSARY TO EFFECTUATE
THE INTENT AND PURPOSES THEREOF.
7.
NON-TRANSFERABILITY.
THE RIGHT OF THE EMPLOYEE TO EXERCISE THE
OPTION (AS AND WHEN VESTED) SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY THE
EMPLOYEE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, AND
SUCH SHARES MAY BE PURCHASED DURING THE LIFETIME OF THE EMPLOYEE ONLY BY HIM/HER
(OR HIS/HER LEGAL REPRESENTATIVE IN THE EVENT THAT HE/SHE IS DISABLED).
ANY
OTHER SUCH TRANSFER SHALL BE NULL AND VOID AND WITHOUT EFFECT UPON ANY ATTEMPTED
ASSIGNMENT OR TRANSFER, EXCEPT AS HEREINABOVE PROVIDED, INCLUDING WITHOUT
LIMITATION ANY PURPORTED ASSIGNMENT, WHETHER VOLUNTARY OR BY OPERATION OF LAW,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION CONTRARY TO THE PROVISIONS HEREOF, OR
LEVY OF EXECUTION, ATTACHMENT, TRUSTEE PROCESS OR SIMILAR PROCESS, WHETHER LEGAL
OR EQUITABLE, UPON THE OPTION.
8.
REPRESENTATION LETTER AND INVESTMENT
LEGEND.
(A)
IN THE EVENT THAT FOR ANY REASON THE SHARES TO BE ISSUED UPON
EXERCISE OF A VESTED OPTION SHALL NOT BE EFFECTIVELY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), UPON ANY DATE ON WHICH THE
OPTION IS EXERCISED, THE EMPLOYEE (OR THE PERSON EXERCISING THE OPTION PURSUANT
TO SECTION 7) SHALL GIVE A WRITTEN REPRESENTATION TO THE COMPANY IN THE FORM
ATTACHED HERETO AS EXHIBIT A, AND THE COMPANY SHALL PLACE THE LEGEND DESCRIBED
ON EXHIBIT A, UPON ANY CERTIFICATE FOR THE SHARES ISSUED BY REASON OF SUCH
EXERCISE.
(B)
THE COMPANY SHALL BE UNDER NO OBLIGATION TO QUALIFY SHARES OR TO
CAUSE A REGISTRATION STATEMENT OR A POST-EFFECTIVE AMENDMENT TO ANY REGISTRATION
STATEMENT TO BE PREPARED FOR THE PURPOSES OF COVERING THE ISSUE OF SHARES;
PROVIDED, THAT THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH
ANY AVAILABLE EXEMPTION FROM REGISTRATION AND QUALIFICATION OF THE SHARES UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
9.
ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION.
(A)
IN THE EVENT THAT THE OUTSTANDING SHARES OF THE COMMON STOCK