ADMINISTRATOR MAY
REQUIRE THE GRANTEE OR THE GRANTEE'S SUCCESSOR OR PERMITTED TRANSFEREE, AS THE
CASE MAY BE, TO BECOME A PARTY TO A STOCK RESTRICTION AGREEMENT, SHAREHOLDERS'
AGREEMENT OR OTHER AGREEMENTS REGARDING THE COMMON STOCK OF THE COMPANY IN SUCH
FORM(S) AS THE ADMINISTRATOR MAY DETERMINE FROM TIME TO TIME.
12.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION. THE BOARD MAY AT ANY TIME AMEND, ALTER,
SUSPEND OR TERMINATE THE PLAN.
11
(B)
SHAREHOLDER APPROVAL. THE COMPANY SHALL OBTAIN SHAREHOLDER
APPROVAL OF ANY PLAN AMENDMENT TO THE EXTENT NECESSARY AND DESIRABLE TO COMPLY
WITH RULE 16B-3 OR WITH SECTION 422 OF THE CODE (OR ANY SUCCESSOR RULE OR
STATUTE OR OTHER APPLICABLE LAW, RULE OR REGULATION, INCLUDING THE REQUIREMENTS
OF ANY EXCHANGE OR QUOTATION SYSTEM ON WHICH THE COMMON STOCK IS LISTED OR
QUOTED). SUCH SHAREHOLDER APPROVAL, IF REQUIRED, SHALL BE OBTAINED IN SUCH A
MANNER AND TO SUCH A DEGREE AS IS REQUIRED BY THE APPLICABLE LAW, RULE OR
REGULATION.
(C)
REPRICING OF OPTIONS. NOTWITHSTANDING ANY PROVISION IN THE PLAN TO
THE CONTRARY, THE BOARD MAY NOT, WITHOUT OBTAINING PRIOR APPROVAL BY THE
COMPANY'S SHAREHOLDERS, REDUCE THE OPTION PRICE OF ANY OUTSTANDING OPTION AT ANY
TIME DURING THE TERM OF SUCH OPTION (OTHER THAN BY ADJUSTMENT PURSUANT TO
SECTION 11). THIS SECTION 12(C) MAY NOT BE REPEALED, MODIFIED OR AMENDED WITHOUT
THE PRIOR APPROVAL OF THE COMPANY'S SHAREHOLDERS. SUCH SHAREHOLDER APPROVAL, IF
REQUIRED, SHALL BE OBTAINED IN SUCH A MANNER AND TO SUCH A DEGREE AS IS REQUIRED
BY THE APPLICABLE LAW, RULE OR REGULATION.
(D)
EFFECT OF AMENDMENT OR TERMINATION. EXCEPT AS PROVIDED IN SECTION
11, NO AMENDMENT, ALTERATION, SUSPENSION OR TERMINATION OF THE PLAN SHALL IMPAIR
THE RIGHTS OF ANY GRANTEE, UNLESS MUTUALLY AGREED OTHERWISE BETWEEN THE GRANTEE
AND THE ADMINISTRATOR, WHICH AGREEMENT MUST BE IN WRITING AND SIGNED BY THE
GRANTEE AND THE COMPANY. NOTWITHSTANDING THE FORGOING, ANY AMENDMENT,
ALTERATION, SUSPENSION OR TERMINATION OF THE PLAN UNDERTAKEN FOR THE PURPOSE OF
COMPLYING WITH APPLICABLE LAWS WILL NOT REQUIRE THE CONSENT OF THE GRANTEE.
13.
CONDITIONS UPON ISSUANCE OF SHARES.
(A)
LEGAL COMPLIANCE. SHARES SHALL NOT BE ISSUED PURSUANT TO THE
EXERCISE OF AN AWARD UNLESS THE EXERCISE OF SUCH AWARD AND THE ISSUANCE AND
DELIVERY OF SUCH SHARES SHALL COMPLY WITH ALL RELEVANT PROVISIONS OF LAW,
INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT OF 1933, AS AMENDED, THE
EXCHANGE ACT, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, APPLICABLE LAWS,
AND THE REQUIREMENTS OF ANY STOCK EXCHANGE OR QUOTATION SYSTEM UPON WHICH THE
SHARES MAY THEN BE LISTED OR QUOTED, AND SHALL BE FURTHER SUBJECT TO THE
APPROVAL OF COUNSEL FOR THE COMPANY WITH RESPECT TO SUCH COMPLIANCE.
(B)
INVESTMENT REPRESENTATIONS. AS A CONDITION TO THE EXERCISE OF AN
AWARD, THE COMPANY MAY REQUIRE THE PERSON EXERCISING SUCH AWARD TO REPRESENT AND
WARRANT AT THE TIME OF ANY SUCH EXERCISE THAT THE SHARES ARE BEING PURCHASED
ONLY FOR INVESTMENT AND WITHOUT ANY PRESENT INTENTION TO SELL OR DISTRIBUTE SUCH
SHARES IF, IN THE OPINION OF