BE PROVIDED IN WRITING TO OPTIONEE WITHIN 10 DAYS THEREAFTER.
UNLESS OTHERWISE DETERMINED BY THE BOARD, A MAJOR OBJECTIVE MUST BE FULLY
SATISFIED TO OBTAIN ANY CREDIT FOR VESTING.
(H)
PROMPTLY FOLLOWING THE ISSUANCE OF THE COMPANY'S AUDITED
CONSOLIDATED FINANCIAL STATEMENTS RELATING TO A PERFORMANCE PERIOD, THE
COMMITTEE SHALL DETERMINE VESTING FACTOR APPLICABLE (F) BASED ON SATISFACTION OF
THE PERFORMANCE TARGET, SHALL DETERMINE WHETHER THE MAJOR OBJECTIVE WAS ACHIEVED
FOR SUCH PERFORMANCE PERIOD, AND SHALL NOTIFY THE OPTIONEE OF THE RESULTING
NUMBER, IF ANY OF THE OPTION SHARES THAT WILL VEST FOR SUCH PERFORMANCE PERIOD
IN ACCORDANCE WITH THIS AGREEMENT.
4
EXHIBIT 10.1
3.
EXERCISABILITY OF OPTION.
(A)
DATE ON WHICH OPTION BECOMES EXERCISABLE.
NO PART OF THIS OPTION
MAY BE EXERCISED PRIOR TO THE DATE THAT A PORTION OF THE OPTION SHARES BECOMES
VESTED.
THIS OPTION SHALL BE EXERCISABLE, IN WHOLE OR IN PART, WITH RESPECT TO
VESTED OPTION SHARES, ONLY, AT ANY TIME PRIOR TO THE TERMINATION OF THIS OPTION.
(B)
METHOD OF EXERCISE.
WITHOUT LIMITATION, THIS OPTION SHALL BE
EXERCISED BY A WRITTEN NOTICE DELIVERED TO THE CORPORATE SECRETARY (THE
"SECRETARY") WHO SHALL:
(I)
STATE THE ELECTION TO EXERCISE THE OPTION AND THE NUMBER OF
VESTED OPTION SHARES IN RESPECT OF WHICH IT IS BEING EXERCISED; AND
(II)
BE SIGNED BY THE PERSON OR PERSONS ENTITLED TO EXERCISE THE
OPTION OR, FOLLOWING THE DEATH OF THE OPTIONEE, BY ANY PERSON OR PERSONS WHERE
ACCOMPANIED BY PROOF, SATISFACTORY TO THE CORPORATE SECRETARY, OF THE RIGHT OF
SUCH PERSON OR PERSONS TO EXERCISE THE OPTION.
(C)
PAYMENT AND WITHHOLDING.
THE OPTION PRICE OF ANY SHARES
PURCHASED, AND ANY WITHHOLDING REQUIRED BY THE COMPANY, SHALL BE PAID BY THE
OPTIONEE TO THE COMPANY IN CASH, BY CASHIER'S CHECK OR, WITH A PERSONAL CHECK.
(D)
ISSUANCE OF SHARES. NO PERSON SHALL BE, OR HAVE ANY OF THE RIGHTS
OR PRIVILEGES OF, A HOLDER OF SHARES SUBJECT TO THIS OPTION UNLESS AND UNTIL
CERTIFICATES REPRESENTING SUCH SHARES SHALL HAVE BEEN ISSUED AND DELIVERED TO
SUCH PERSON, SUCH ISSUANCE, WITHOUT LIMITATION, BEING SUBJECT TO THE TERMS OF
THE PLAN.
(E)
SURRENDER OF OPTION.
UPON A PARTIAL EXERCISE OF THIS OPTION, IF
REQUESTED BY THE CORPORATE SECRETARY, THE OPTIONEE SHALL DELIVER THIS OPTION AND
ANY OTHER WRITTEN AGREEMENTS EXECUTED BY THE COMPANY AND THE OPTIONEE WITH
RESPECT TO THIS OPTION TO THE SECRETARY WHO SHALL ENDORSE OR CAUSE TO BE
ENDORSED THEREON A NOTATION OF SUCH PARTIAL EXERCISE AND RETURN ALL AGREEMENTS
TO THE OPTIONEE.
4.
TERM OF OPTION.
WITHOUT LIMITATION, THE UNEXERCISED PORTION
OF THIS OPTION SHALL AUTOMATICALLY TERMINATE IN TEN (10) YEARS FROM DATE OF
GRANT.
5.
ADMINISTRATION.
WITHOUT LIMITATION, THE PLAN AND THIS
OPTION SHALL BE ADMINISTERED BY THE COMMITTEE DESCRIBED IN THE PLAN.
6.
LAW GOVERNING.
WITHOUT LIMITATION, THIS OPTION SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS.
5
EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have set forth their hand as of the Date of
Grant shown on the first