OR ANY STATE SECURITIES LAWS AND, THEREFORE,
NONE OF THOSE SECURITIES CAN BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
EXCEPT TO THE EXTENT PROVIDED IN
THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, SUCH OPTIONEE
IS AWARE THAT THE COMPANY IS UNDER NO OBLIGATION TO EFFECT ANY SUCH REGISTRATION
WITH RESPECT TO ANY SUCH SECURITIES OR TO FILE FOR OR COMPLY WITH ANY EXEMPTION
FROM REGISTRATION.
SUCH OPTIONEE IS ACQUIRING AND HOLDING THE OPTION AND ANY
SHARES RECEIVED UPON THE OPTION'S EXERCISE FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO, OR FOR RESALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF IN VIOLATION
OF THE SECURITIES ACT.
SUCH OPTIONEE IS EITHER AN "ACCREDITED INVESTOR" AS
DEFINED IN REGULATION D UNDER THE SECURITIES ACT OR POSSESSES SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES OF THE
COMPANY DESCRIBED IN THIS AGREEMENT.
6.
JOINDER TO AGREEMENTS.
OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE SHARES RECEIVED UPON EXERCISE OF THIS OPTION
WILL BE SUBJECT TO THE STOCKHOLDERS AGREEMENT AND TO THE REGISTRATION RIGHTS
AGREEMENT AND THE TRANSFER AND OTHER RESTRICTIONS, RIGHTS, AND OBLIGATIONS SET
FORTH IN THOSE AGREEMENTS.
BY EXECUTING THIS AGREEMENT, OPTIONEE HEREBY BECOMES
A PARTY TO AND BOUND BY THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT AS A MANAGER (AS SUCH TERM IS DEFINED IN THOSE AGREEMENTS), WITHOUT
ANY FURTHER ACTION ON THE PART OF OPTIONEE, THE COMPANY OR ANY OTHER PERSON.
7.
LEGENDS.
CERTIFICATES EVIDENCING ANY
SHARES ISSUED UPON EXERCISE OF THE OPTION GRANTED HEREBY MAY BEAR THE FOLLOWING
LEGENDS, IN ADDITION TO ANY LEGENDS WHICH MAY BE REQUIRED BY THE STOCKHOLDERS
AGREEMENT OR BY THE REGISTRATION RIGHTS AGREEMENT:
"The securities represented by this certificate were issued in a private
placement, without registration under the Securities Act of 1933, as amended
(the "Act"), and may not be sold, assigned, pledged, or otherwise transferred in
the absence of an effective registration under the Act covering the transfer or
an opinion of counsel, satisfactory to the issuer, that registration under the
Act is not required."
3
8.
WITHHOLDING.
NO SHARES WILL BE ISSUED,
SOLD OR TRANSFERRED PURSUANT TO THE EXERCISE OF THIS OPTION UNLESS AND UNTIL THE
PERSON EXERCISING THIS OPTION SHALL HAVE REMITTED TO THE COMPANY AN AMOUNT
SUFFICIENT TO SATISFY ANY FEDERAL, STATE, OR LOCAL WITHHOLDING TAX REQUIREMENTS,
OR SHALL HAVE MADE OTHER ARRANGEMENTS SATISFACTORY TO THE COMPANY WITH RESPECT
TO SUCH TAXES.
9.
NONTRANSFERABILITY OF OPTION.
THIS
OPTION IS NOT TRANSFERABLE BY THE OPTIONEE OTHER THAN BY WILL OR THE APPLICABLE
LAWS OF DESCENT AND DISTRIBUTION, AND IS EXERCISABLE DURING THE OPTIONEE'S
LIFETIME ONLY BY THE OPTIONEE.
10.
STATUS CHANGE.
UPON THE TERMINATION OF THE
OPTIONEE'S EMPLOYMENT, THIS OPTION SHALL CONTINUE OR TERMINATE AS, AND TO THE
EXTENT PROVIDED IN THE PLAN.
11.
EFFECT ON EMPLOYMENT.
NEITHER THE GRANT OF
THIS