THIS OPTION AND THIS OPTION (AS SO
ASSUMED) SHALL BECOME IMMEDIATELY EXERCISABLE IN FULL IF, ON OR PRIOR TO THE
SECOND ANNIVERSARY OF THE DATE OF THE CONSUMMATION OF THE REORGANIZATION EVENT,
THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR THE ACQUIRING OR SUCCEEDING
CORPORATION IS TERMINATED FOR GOOD REASON (AS DEFINED BELOW) BY THE PARTICIPANT
OR IS TERMINATED WITHOUT CAUSE (AS DEFINED BELOW) BY THE COMPANY OR THE
ACQUIRING OR SUCCEEDING CORPORATION.
(C)
DEFINITIONS.
FOR PURPOSES OF THIS
SECTION 4, (I) "GOOD REASON" SHALL MEAN ANY SIGNIFICANT DIMINUTION IN THE
PARTICIPANT'S TITLE, AUTHORITY, OR RESPONSIBILITIES FROM AND AFTER SUCH
REORGANIZATION EVENT OR ANY REDUCTION IN THE ANNUAL CASH COMPENSATION PAYABLE TO
THE PARTICIPANT FROM AND AFTER SUCH REORGANIZATION EVENT OR THE RELOCATION OF
THE PLACE OF BUSINESS AT WHICH THE PARTICIPANT IS PRINCIPALLY LOCATED TO A
LOCATION THAT IS GREATER THAN 50 MILES FROM ITS LOCATION IMMEDIATELY PRIOR TO
SUCH REORGANIZATION EVENT AND (II) "CAUSE" SHALL MEAN ANY (I) WILLFUL FAILURE BY
THE PARTICIPANT, WHICH FAILURE IS NOT CURED WITHIN 30 DAYS OF WRITTEN NOTICE TO
THE PARTICIPANT FROM THE COMPANY, TO PERFORM HIS OR HER MATERIAL
RESPONSIBILITIES TO THE COMPANY OR (II)
WILLFUL MISCONDUCT BY THE PARTICIPANT
WHICH AFFECTS THE BUSINESS REPUTATION OF THE COMPANY.
5.
TAX MATTERS.
(A)
WITHHOLDING.
NO SHARES WILL BE ISSUED
PURSUANT TO THE EXERCISE OF THIS OPTION UNLESS AND UNTIL THE PARTICIPANT PAYS TO
THE COMPANY, OR MAKES PROVISION SATISFACTORY TO THE COMPANY FOR PAYMENT OF, ANY
FEDERAL, STATE OR LOCAL WITHHOLDING TAXES REQUIRED BY LAW TO BE WITHHELD IN
RESPECT OF THIS OPTION.
4
(B)
DISQUALIFYING DISPOSITION.
IF THE
PARTICIPANT DISPOSES OF SHARES ACQUIRED UPON EXERCISE OF THIS OPTION WITHIN TWO
YEARS FROM THE GRANT DATE OR ONE YEAR AFTER SUCH SHARES WERE ACQUIRED PURSUANT
TO EXERCISE OF THIS OPTION, THE PARTICIPANT SHALL NOTIFY THE COMPANY IN WRITING
OF SUCH DISPOSITION.
6.
NONTRANSFERABILITY OF OPTION.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
7.
PROVISIONS OF THE PLAN.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
8.
MISCELLANEOUS.
(A)
NO RIGHTS TO EMPLOYMENT.
THE PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THIS OPTION PURSUANT TO SECTION 2
HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER).
THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL.
(B)
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY