EXERCISED AT ANY ONE TIME SHALL BE 100 SHARES, UNLESS THE NUMBER
OF SHARES WITH RESPECT TO WHICH THIS STOCK OPTION IS BEING EXERCISED IS THE
TOTAL NUMBER OF SHARES SUBJECT TO EXERCISE UNDER THIS STOCK OPTION AT THE TIME.
(D)
NOTWITHSTANDING ANY OTHER PROVISION HEREOF OR OF THE PLAN, NO
PORTION OF THIS STOCK OPTION SHALL BE EXERCISABLE AFTER THE EXPIRATION DATE
HEREOF.
4.
TERMINATION AS DIRECTOR. IF THE OPTIONEE CEASES TO BE A DIRECTOR OF
THE COMPANY, THE PERIOD WITHIN WHICH TO EXERCISE THE STOCK OPTION MAY BE SUBJECT
TO EARLIER TERMINATION AS SET FORTH BELOW.
(A)
TERMINATION FOR CAUSE.
IF THE OPTIONEE CEASES TO BE A DIRECTOR
FOR CAUSE, THIS STOCK OPTION SHALL TERMINATE IMMEDIATELY AND BE OF NO FURTHER
FORCE AND EFFECT.
FOR THE PURPOSES HEREOF, "CAUSE" SHALL MEAN (I) ANY MATERIAL
BREACH BY THE OPTIONEE OF ANY AGREEMENT BETWEEN THE COMPANY AND THE OPTIONEE,
(II) THE CONVICTION OF, INDICTMENT FOR OR PLEA OF NOLO CONTENDERE BY THE
OPTIONEE TO A FELONY OR A CRIME INVOLVING MORAL TURPITUDE, OR (III) ANY MATERIAL
MISCONDUCT OR WILLFUL AND DELIBERATE NON-PERFORMANCE BY THE OPTIONEE OF THE
OPTIONEE'S DUTIES TO THE COMPANY.
(B)
OTHER TERMINATION.
IF THE OPTIONEE CEASES TO BE A DIRECTOR FOR ANY
REASON OTHER THAN CAUSE, ANY PORTION OF THIS STOCK OPTION OUTSTANDING ON SUCH
DATE, TO THE EXTENT EXERCISABLE, MAY BE EXERCISED UNTIL THE EXPIRATION DATE.
ANY PORTION OF THIS STOCK OPTION THAT IS NOT EXERCISABLE AT SUCH TIME SHALL
TERMINATE IMMEDIATELY AND BE OF NO FURTHER FORCE AND EFFECT.
THE ADMINISTRATOR'S DETERMINATION OF THE REASON FOR TERMINATION OF THE
OPTIONEE'S DIRECTORSHIP SHALL BE CONCLUSIVE AND BINDING ON THE OPTIONEE AND HIS
OR HER REPRESENTATIVES OR LEGATEES.
5.
INCORPORATION OF PLAN.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THIS STOCK OPTION SHALL BE SUBJECT TO AND GOVERNED BY ALL THE TERMS
AND CONDITIONS OF THE PLAN, INCLUDING THE POWERS OF THE ADMINISTRATOR SET FORTH
IN SECTION 2(B) OF THE PLAN.
CAPITALIZED TERMS IN THIS AGREEMENT SHALL HAVE THE
MEANING SPECIFIED IN THE PLAN, UNLESS A DIFFERENT MEANING IS SPECIFIED HEREIN.
3
6.
TRANSFERABILITY.
THIS AGREEMENT IS PERSONAL TO THE OPTIONEE, IS
NON-ASSIGNABLE AND IS NOT TRANSFERABLE IN ANY MANNER, BY OPERATION OF LAW OR
OTHERWISE, OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS
STOCK OPTION IS EXERCISABLE, DURING THE OPTIONEE'S LIFETIME, ONLY BY THE
OPTIONEE, AND THEREAFTER, ONLY BY THE OPTIONEE'S LEGAL REPRESENTATIVE OR
LEGATEE.
NOTWITHSTANDING THE FOREGOING, THE OPTIONEE MAY TRANSFER THIS STOCK
OPTION BY GIFT OR DOMESTIC RELATIONS ORDER TO MEMBERS OF HIS IMMEDIATE FAMILY,
TO TRUSTS FOR THE BENEFIT OF SUCH FAMILY MEMBERS, OR TO PARTNERSHIPS IN WHICH
SUCH FAMILY MEMBERS ARE THE ONLY PARTNERS, PROVIDED THAT THE TRANSFEREE AGREES
IN WRITING WITH THE COMPANY TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF
THE PLAN AND THIS STOCK OPTION.
7.
NO OBLIGATION TO CONTINUE AS A DIRECTOR.
NEITHER THE PLAN NOR THIS
STOCK OPTION CONFERS UPON THE OPTIONEE ANY RIGHTS WITH RESPECT TO CONTINUANCE AS
A