EXERCISABLE
BY THE PARTICIPANT IN WHOLE OR IN PART AT ANY TIME PRIOR TO EXPIRATION OF THE
OPTION, SUBJECT TO THE TERMS OF THE PLAN AND THIS AGREEMENT.
THE PARTICIPANT
EXPRESSLY ACKNOWLEDGES THAT THE OPTION MAY VEST AND BE EXERCISABLE ONLY UPON
SUCH TERMS AND CONDITIONS AS ARE PROVIDED IN THIS AGREEMENT AND THE PLAN.
UPON
THE EXERCISE OF THE OPTION IN WHOLE OR IN PART AND PAYMENT OF THE OPTION PRICE
IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THIS AGREEMENT, THE
CORPORATION SHALL AS SOON THEREAFTER AS PRACTICABLE DELIVER TO THE PARTICIPANT A
CERTIFICATE OR CERTIFICATES FOR THE SHARES PURCHASED.
PAYMENT OF THE OPTION
PRICE MAY BE MADE IN THE FORM: (I) OF CASH OR CASH EQUIVALENT; (II) BY DELIVERY
(BY EITHER ACTUAL DELIVERY OR ATTESTATION) OF SHARES OF COMMON STOCK OWNED BY
THE PARTICIPANT FOR SUCH TIME PERIOD, IF ANY, AS MAY BE DETERMINED BY THE
ADMINISTRATOR; (III) TO THE EXTENT PERMITTED BY THE ADMINISTRATOR AND IN
ACCORDANCE WITH APPLICABLE LAW, BY DELIVERY OF WRITTEN NOTICE OF EXERCISE TO THE
CORPORATION AND DELIVERY TO A BROKER OF WRITTEN NOTICE OF EXERCISE AND
IRREVOCABLE INSTRUCTIONS TO PROMPTLY DELIVER TO THE CORPORATION THE AMOUNT OF
SALE OR LOAN PROCEEDS TO PAY THE OPTION PRICE; OR (IV) BY A COMBINATION OF THE
FOREGOING METHODS.
SHARES DELIVERED IN PAYMENT OF THE OPTION PRICE SHALL BE
VALUED AT THEIR FAIR MARKET VALUE ON THE DATE OF EXERCISE.
THE TOTAL NUMBER OF
SHARES THAT MAY BE ACQUIRED UPON EXERCISE OF THE OPTION SHALL BE ROUNDED DOWN TO
THE NEAREST WHOLE SHARE.
4.
NO RIGHT OF CONTINUED SERVICE.
NEITHER THE PLAN, THE
OPTION NOR ANY OTHER ACTION RELATED TO THE PLAN SHALL CONFER UPON THE
PARTICIPANT ANY RIGHT TO CONTINUE IN THE SERVICE OF THE CORPORATION AS A
DIRECTOR OR INTERFERE IN ANY WAY WITH THE RIGHT OF THE CORPORATION TO TERMINATE
THE PARTICIPANT'S SERVICE AT ANY TIME.
5.
NONTRANSFERABILITY OF OPTION.
THE OPTION SHALL NOT BE
TRANSFERABLE (INCLUDING BY SALE, ASSIGNMENT, PLEDGE OR HYPOTHECATION) OTHER THAN
BY WILL OR THE LAWS OF INTESTATE SUCCESSION, EXCEPT AS MAY BE PERMITTED BY THE
ADMINISTRATOR IN A MANNER CONSISTENT WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT.
EXCEPT AS MAY BE PERMITTED BY THE PRECEDING SENTENCE, THIS
OPTION SHALL BE EXERCISABLE DURING THE PARTICIPANT'S LIFETIME ONLY BY THE
PARTICIPANT OR HIS GUARDIAN OR LEGAL REPRESENTATIVE.
6.
SUPERSEDING AGREEMENT; BINDING EFFECT.
THIS AGREEMENT
SUPERSEDES ANY STATEMENTS, REPRESENTATIONS OR AGREEMENTS OF THE CORPORATION WITH
RESPECT TO THE GRANT OF THE OPTION OR ANY RELATED RIGHTS, AND THE PARTICIPANT
HEREBY WAIVES ANY RIGHTS OR CLAIMS RELATED TO ANY SUCH STATEMENTS,
REPRESENTATIONS OR AGREEMENTS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS.
7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY STATE, AND IN ACCORDANCE WITH
APPLICABLE FEDERAL LAWS