THE OPTION SHARES FOR WHICH THE OPTION IS EXERCISED.
(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;
(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)
THROUGH A SPECIAL SALE AND REMITTANCE PROCEDURE (TO THE EXTENT THAT THE
CORPORATION HAS ESTABLISHED SUCH A PROCEDURE AT THE TIME OF EXERCISE) PURSUANT
TO WHICH OPTIONEE (OR ANY OTHER PERSON OR PERSONS EXERCISING THE OPTION) SHALL
CONCURRENTLY PROVIDE IRREVOCABLE INSTRUCTIONS, IN SUCH FORM AS THE CORPORATION
SHALL SPECIFY, (I) TO A CORPORATION-DESIGNATED 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
FEDERAL, STATE AND LOCAL 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.
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 delivered to the Corporation in connection with the option
exercise.
4
(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.
(IV)
MAKE APPROPRIATE ARRANGEMENTS WITH THE
CORPORATION (OR PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) FOR THE
SATISFACTION OF ALL FEDERAL, STATE AND LOCAL INCOME AND EMPLOYMENT TAX
WITHHOLDING REQUIREMENTS APPLICABLE TO THE OPTION EXERCISE.
(B)
AS SOON AS PRACTICAL AFTER THE EXERCISE
DATE, 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.
(C)
IN NO EVENT MAY THIS OPTION BE EXERCISED
FOR ANY FRACTIONAL SHARES.
10.
COMPLIANCE WITH LAWS AND REGULATIONS.
THE
EXERCISE OF THIS OPTION AND THE ISSUANCE OF THE OPTION SHARES UPON SUCH EXERCISE
SHALL BE SUBJECT TO COMPLIANCE BY THE CORPORATION AND OPTIONEE WITH ALL
APPLICABLE REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAW RELATING THERETO.
11.
SUCCESSORS AND ASSIGNS.
EXCEPT TO THE
EXTENT OTHERWISE PROVIDED IN PARAGRAPHS 3 AND 6, THE PROVISIONS OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE CORPORATION
AND ITS SUCCESSORS AND ASSIGNS AND OPTIONEE, OPTIONEE'S ASSIGNS AND THE LEGAL
REPRESENTATIVES, HEIRS AND LEGATEES OF OPTIONEE'S ESTATE.
12.
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR
DELIVERED TO THE CORPORATION UNDER THE TERMS OF THIS AGREEMENT SHALL, UNLESS
OTHERWISE AUTHORIZED BY THE CORPORATION IN WRITING, BE IN