OF
COMMON STOCK INTO WHICH HIS OPTIONS MAY BE EXERCISED PURSUANT TO THE INSIDER
OPTION HEADROOM EXERCISE NOTICE UNDER THE LIMITATIONS ON COLLECTIVE EXERCISE BY
THE INSIDER AND ALL OTHER INSIDERS IN SECTION 1 AND RESTRICTIONS ON OPTION
HEADROOM EXERCISE IN THIS SECTION 3(A)(II), AND THE EXERCISE OF SUCH OPTIONS
WILL BE EFFECTED EITHER (XX) CONCURRENTLY THEREWITH, IN THE CASE OF AN IMMEDIATE
EXERCISE OF OPTIONS PURSUANT TO THIS SECTION 3(A)(II), OR (YY) UPON THE
DESIGNATED DATE OF EXERCISE, IN THE CASE OF EXERCISE OF OPTIONS AT A LATER DATE
PURSUANT TO THIS SECTION 3(A)(II).
(B)
PROCEDURE FOR PURCHASING STOCK.
PRIOR TO PURCHASING ANY
EQUITY SECURITIES OF THE COMPANY, THE INSIDER SHALL SEND A NOTICE OF SUCH
PURCHASE AND REQUEST FOR CONSENT ("PURCHASE NOTICE") TO THE COMPANY SPECIFYING
(I) THE NUMBER OF SHARES OF STOCK, CONVERTIBLE SECURITIES OR OTHER EQUITY OF THE
COMPANY PROPOSED TO BE PURCHASED, (II) THE PROPOSED PURCHASE PRICE FOR THE SAME
AND (III) THE PROPOSED CLOSING DATE FOR THE PURCHASE OF THE EQUITY SECURITIES AT
ISSUE (WHICH CLOSING DATE SHALL BE NO LATER THAN SIXTY (60) DAYS FROM THE DATE
OF THE PURCHASE NOTICE).
PURCHASE NOTICES MUST BE DELIVERED TO THE CFO.
THE
CFO SHALL PROMPTLY CONSULT WITH THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO
OBTAIN THE AUDIT COMMITTEE'S AUTHORIZATION TO PERMIT SUCH PURCHASE BASED SOLELY
ON PRESERVING THE COMPANY'S ABILITY TO UTILIZE ITS NOLS.
FOLLOWING RECEIPT OF
THE AUDIT COMMITTEE'S AUTHORIZATION, THE CFO SHALL PROMPTLY, AND IN ALL
INSTANCES WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THE PURCHASE NOTICE,
ADVISE THE INSIDER IN WRITING AS TO THE MAXIMUM NUMBER OF EQUITY SECURITIES OF
THE COMPANY WHICH THE INSIDER MAY PURCHASE PURSUANT TO THE SUBJECT TRANSACTION
SO AS TO NOT JEOPARDIZE THE COMPANY'S ABILITY TO UTILIZE ITS NOLS AT THE TIME OF
SUCH PURCHASE, WHICH SUCH NOTICE SHALL CONSTITUTE COMPANY CONSENT TO THE
TRANSFER ("COMPANY STOCK CONSENT").
THE INSIDER SHALL HAVE SIXTY (60) DAYS FROM
RECEIPT OF THE COMPANY STOCK CONSENT TO PURCHASE THE APPLICABLE COMPANY
SECURITIES; PROVIDED, THAT, IF THE APPLICABLE COMPANY SECURITIES ARE NOT
PURCHASED IN SUCH SIXTY (60) DAY TIME PERIOD, THE SUBJECT COMPANY SECURITIES MAY
NOT BE PURCHASED BY THE INSIDER AT A SUBSEQUENT DATE UNTIL A NEW, ADDITIONAL
COMPANY STOCK CONSENT IS RECEIVED BY THE INSIDER WITH RESPECT THERETO.
(C)
SPECIAL PROCEDURE FOR EXERCISING OPTIONS AFTER TERMINATION OF
SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT
AND THE PLANS (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S STANDARD STOCK
OPTION GRANT AGREEMENT AND ANY REFERENCE TO A DELINEATED TIME PERIOD DURING
WHICH OPTIONS MUST BE EXERCISED POST-TERMINATION FROM THE COMPANY), FOLLOWING
THE TERMINATION OF THE INSIDER'S SERVICE TO THE COMPANY IN HIS CAPACITY AS A
DIRECTOR AND/OR EXECUTIVE OFFICER OF THE COMPANY, WHETHER DUE TO DEATH,
DISABILITY OR CESSATION OF EMPLOYMENT/SERVICE, THE INSIDER'S VESTED OPTIONS AT
THE TIME OF SUCH TERMINATION WILL BE EXERCISABLE UNTIL DEFAULT EXPIRATION UNDER
THE APPLICABLE PLAN (I.E., TEN (10) YEARS FROM THE DATE OF GRANT), SUBJECT, FOR
SO LONG AS THIS AGREEMENT REMAINS IN