TOTAL NUMBER AND/OR CLASS OF SECURITIES SUBJECT TO THIS OPTION AND
(II) THE EXERCISE PRICE IN ORDER TO REFLECT SUCH CHANGE AND THEREBY PRECLUDE A
DILUTION OR ENLARGEMENT OF BENEFITS HEREUNDER.
8.
STOCKHOLDER RIGHTS.
THE HOLDER OF THIS
OPTION SHALL NOT HAVE ANY STOCKHOLDER RIGHTS WITH RESPECT TO THE OPTION SHARES
UNTIL SUCH PERSON SHALL HAVE EXERCISED THE OPTION, PAID THE EXERCISE PRICE AND
BECOME A HOLDER OF RECORD OF THE PURCHASED SHARES.
9.
MANNER OF EXERCISING OPTION.
(A)
IN ORDER TO EXERCISE THIS OPTION WITH
RESPECT TO ALL OR ANY PART OF THE OPTION SHARES FOR WHICH THIS OPTION IS AT THE
TIME EXERCISABLE, OPTIONEE (OR ANY OTHER PERSON OR PERSONS EXERCISING THE
OPTION) MUST TAKE THE FOLLOWING ACTIONS:
(I)
EXECUTE AND DELIVER TO THE CORPORATION A
NOTICE OF EXERCISE (SEE ATTACHED FORM) FOR 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
(INCLUDES CASH PAID FROM OPTIONEE'S BROKERAGE PURSUANT TO A PRESALE OF SHARES IN
A SO-CALLED "CASHLESS" EXERCISE);
(B)
A PROMISSORY NOTE PAYABLE TO THE CORPORATION,
BUT ONLY TO THE EXTENT AUTHORIZED BY THE PLAN ADMINISTRATOR IN ACCORDANCE WITH
PARAGRAPH 13;
(C)
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
(D)
THROUGH A SPECIAL SALE AND REMITTANCE
PROCEDURE PURSUANT TO WHICH OPTIONEE (OR ANY OTHER PERSON OR PERSONS EXERCISING
THE OPTION) SHALL CONCURRENTLY PROVIDE IRREVOCABLE INSTRUCTIONS (I) TO A
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 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
4
PURCHASED SHARES DIRECTLY TO SUCH BROKERAGE FIRM IN ORDER TO COMPLETE THE SALE.
(E)
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.
Payment forms (B), (C) and (D) above shall be accepted solely at the option of
the Plan Administrator.
(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 APPLICABLE 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