OF THE FORMS
SPECIFIED BELOW:
(I)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION,
(II)
SHARES OF COMMON STOCK HELD 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
(III)
TO THE EXTENT THE OPTION IS EXERCISED FOR VESTED SHARES, THROUGH
A SPECIAL SALE AND REMITTANCE PROCEDURE PURSUANT TO WHICH THE OPTIONEE SHALL
CONCURRENTLY PROVIDE IRREVOCABLE INSTRUCTIONS TO (A) 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 (B)
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 such sale and remittance procedure is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.
B.
EXERCISE AND TERM OF OPTIONS. EACH OPTION SHALL BE EXERCISABLE AT SUCH
TIME OR TIMES, DURING SUCH PERIOD AND FOR SUCH NUMBER OF SHARES AS SHALL BE
DETERMINED BY THE PLAN ADMINISTRATOR AND SET FORTH IN THE DOCUMENTS EVIDENCING
THE OPTION.
HOWEVER, NO OPTION SHALL HAVE A TERM IN EXCESS OF TEN (10) YEARS
MEASURED FROM THE OPTION GRANT DATE.
C.
EFFECT OF TERMINATION OF SERVICE.
1.
THE FOLLOWING PROVISIONS SHALL GOVERN THE EXERCISE OF ANY OPTIONS GRANTED
PURSUANT TO THE DISCRETIONARY OPTION GRANT PROGRAM THAT ARE OUTSTANDING AT THE
TIME OF THE OPTIONEE'S CESSATION OF SERVICE:
5
(I)
ANY OPTION OUTSTANDING AT THE TIME OF THE OPTIONEE'S CESSATION OF
SERVICE SHALL REMAIN EXERCISABLE FOR SUCH PERIOD OF TIME THEREAFTER AS SHALL BE
DETERMINED BY THE PLAN ADMINISTRATOR AND SET FORTH IN THE DOCUMENTS EVIDENCING
THE OPTION, BUT NO SUCH OPTION SHALL BE EXERCISABLE AFTER THE EXPIRATION OF THE
OPTION TERM.
(II)
ANY OPTION OUTSTANDING AT THE TIME OF THE OPTIONEE'S DEATH AND
EXERCISABLE IN WHOLE OR IN PART AT THAT TIME MAY BE SUBSEQUENTLY EXERCISED BY
THE PERSONAL REPRESENTATIVE OF THE OPTIONEE'S ESTATE OR BY THE PERSON OR PERSONS
TO WHOM THE OPTION IS TRANSFERRED PURSUANT TO THE OPTIONEE'S WILL OR THE LAWS OF
INHERITANCE OR BY THE OPTIONEE'S DESIGNATED BENEFICIARY OR BENEFICIARIES OF THAT
OPTION.
(III)
SHOULD THE OPTIONEE'S SERVICE BE TERMINATED FOR MISCONDUCT OR
SHOULD THE OPTIONEE OTHERWISE ENGAGE IN MISCONDUCT WHILE OPTIONS GRANTED
PURSUANT TO THIS ARTICLE TWO ARE OUTSTANDING, THEN ALL OF THOSE OPTIONS SHALL
TERMINATE IMMEDIATELY AND CEASE TO BE OUTSTANDING.
(IV)
DURING THE APPLICABLE POST-SERVICE EXERCISE PERIOD, THE OPTION MAY
NOT BE EXERCISED IN THE AGGREGATE FOR MORE THAN THE NUMBER OF VESTED SHARES FOR
WHICH THE OPTION IS EXERCISABLE ON THE DATE OF THE OPTIONEE'S CESSATION OF
SERVICE.
UPON THE EXPIRATION OF THE APPLICABLE EXERCISE PERIOD OR (IF