OPTION IS EXERCISED
FOR VESTED OPTION SHARES, EXECUTE AND DELIVER TO THE CORPORATION A NOTICE OF
EXERCISE (SEE ATTACHED FORM) FOR THE OPTION SHARES FOR WHICH THE OPTION IS
EXERCISED.
TO THE EXTENT THIS OPTION IS EXERCISED FOR UNVESTED OPTION SHARES,
EXECUTE AND DELIVER TO THE CORPORATION A PURCHASE AGREEMENT FOR THOSE UNVESTED
OPTION SHARES.
(II)
PAY THE AGGREGATE EXERCISE PRICE FOR THE
PURCHASED SHARES IN ONE OR MORE OF THE FOLLOWING FORMS:
(A)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION
(INCLUDES CASH PAID FROM OPTIONEE'S BROKERAGE PURSUANT TO A PRESALE OF SHARES IN
A SO-CALLED "CASHLESS" EXERCISE),
(B)
SHARES OF COMMON STOCK HELD BY OPTIONEE (OR
ANY OTHER PERSON OR PERSONS EXERCISING THE OPTION) FOR THE REQUISITE PERIOD
NECESSARY TO AVOID A CHARGE TO THE CORPORATION'S EARNINGS FOR FINANCIAL
REPORTING PURPOSES AND VALUED AT FAIR MARKET VALUE ON THE EXERCISE DATE, OR
(C)
TO THE EXTENT THE OPTION IS EXERCISED FOR
VESTED OPTION SHARES, THROUGH A SPECIAL SALE AND REMITTANCE PROCEDURE PURSUANT
TO WHICH OPTIONEE (OR ANY OTHER PERSON OR PERSONS EXERCISING THE OPTION) SHALL
CONCURRENTLY PROVIDE IRREVOCABLE INSTRUCTIONS (I) TO A BROKERAGE FIRM TO EFFECT
THE IMMEDIATE SALE OF THE PURCHASED SHARES AND REMIT TO THE CORPORATION, OUT OF
THE SALE PROCEEDS AVAILABLE ON THE SETTLEMENT DATE, SUFFICIENT FUNDS TO COVER
THE AGGREGATE EXERCISE PRICE PAYABLE FOR THE PURCHASED SHARES PLUS ALL
APPLICABLE INCOME AND EMPLOYMENT TAXES REQUIRED TO BE WITHHELD BY THE
CORPORATION BY REASON OF SUCH EXERCISE AND (II) TO THE CORPORATION TO DELIVER
THE CERTIFICATES FOR THE PURCHASED SHARES DIRECTLY TO SUCH BROKERAGE FIRM IN
ORDER TO COMPLETE THE SALE.
Payment forms (B), and (C) above shall be accepted solely at the option of the
Plan Administrator.
(III)
FURNISH TO THE CORPORATION APPROPRIATE
DOCUMENTATION THAT THE PERSON OR PERSONS EXERCISING THE OPTION (IF OTHER THAN
OPTIONEE) HAVE THE RIGHT TO EXERCISE THIS OPTION.
(B)
EXCEPT TO THE EXTENT THE SALE AND REMITTANCE
PROCEDURE IS UTILIZED IN CONNECTION WITH THE OPTION EXERCISE, PAYMENT OF THE
EXERCISE PRICE MUST ACCOMPANY THE NOTICE OF EXERCISE (OR THE PURCHASE AGREEMENT)
DELIVERED TO THE CORPORATION IN CONNECTION WITH THE OPTION EXERCISE.
4
(C)
AS SOON AFTER THE EXERCISE DATE AS
PRACTICAL, THE CORPORATION SHALL ISSUE TO OR ON BEHALF OF OPTIONEE (OR ANY OTHER
PERSON OR PERSONS EXERCISING THIS OPTION) A CERTIFICATE FOR THE PURCHASED OPTION
SHARES, WITH THE APPROPRIATE LEGENDS AFFIXED THERETO.
TO THE EXTENT ANY SUCH
OPTION SHARES ARE UNVESTED, THE CERTIFICATES FOR THOSE OPTION SHARES SHALL BE
ENDORSED WITH AN APPROPRIATE LEGEND EVIDENCING THE CORPORATION'S REPURCHASE
RIGHTS AND MAY BE HELD IN ESCROW WITH THE CORPORATION UNTIL SUCH SHARES VEST.
(D)
IN NO EVENT MAY THIS OPTION BE EXERCISED FOR
ANY FRACTIONAL SHARES.
11.
NO IMPAIRMENT OF RIGHTS.
THIS AGREEMENT
SHALL NOT IN ANY WAY AFFECT THE RIGHT OF THE CORPORATION TO ADJUST, RECLASSIFY,
REORGANIZE OR OTHERWISE MAKE CHANGES IN ITS CAPITAL OR BUSINESS STRUCTURE OR TO
MERGE, CONSOLIDATE, DISSOLVE, LIQUIDATE OR SELL OR TRANSFER ALL OR ANY PART OF
ITS BUSINESS OR ASSETS.
IN