OTHERWISE SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
(N)
"SECURITIES ACT" SHALL MEAN THE U.S.
SECURITIES ACT OF 1933, AS AMENDED.
(O)
"SHARE" OR "SHARES" SHALL HAVE THE MEANING
SPECIFIED IN THE PREAMBLES HERETO.
(P)
"WRONGFUL CONDUCT" SHALL HAVE THE MEANING
SET FORTH IN SECTION 4(C) HEREOF.
(Q)
"WRONGFUL CONDUCT PERIOD" SHALL HAVE THE
MEANING SET FORTH IN SECTION 4(C) HEREOF.
2
2.
GRANT OF OPTIONS.
(A)
CONFIRMATION OF GRANT. THE COMPANY HEREBY
EVIDENCES AND CONFIRMS ITS GRANT TO THE GRANTEE, EFFECTIVE AS OF THE DATE
HEREOF, OF OPTIONS TO PURCHASE THE NUMBER OF SHARES LISTED ON SCHEDULE A HERETO
UNDER THE HEADING "TOTAL NUMBER OF SHARES SUBJECT TO THE OPTIONS". THE OPTIONS
ARE NOT INTENDED TO BE INCENTIVE STOCK OPTIONS UNDER THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THIS AGREEMENT IS SUBORDINATE TO, AND THE TERMS AND
CONDITIONS OF THE OPTIONS GRANTED HEREUNDER ARE SUBJECT TO, THE TERMS AND
CONDITIONS OF THE PLAN, WHICH ARE INCORPORATED BY REFERENCE HEREIN. IF THERE IS
ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE PLAN, THE TERMS
OF THE PLAN SHALL GOVERN.
(B)
EXERCISE PRICE. EACH SHARE COVERED BY AN
OPTION SHALL HAVE THE EXERCISE PRICE SPECIFIED ON SCHEDULE A HERETO UNDER THE
HEADING "EXERCISE PRICE", SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN. AS OF
THE DATE HEREOF, THE EXERCISE PRICE IS NOT LESS THAN THE FAIR MARKET VALUE OF
ONE SHARE OF COMMON STOCK AS DETERMINED UNDER SECTION 409A OF THE CODE.
3.
EXERCISABILITY.
(A)
OPTIONS. EXCEPT AS OTHERWISE PROVIDED IN
SECTION 7(A) OF THIS AGREEMENT AND SUBJECT TO THE CONTINUOUS EMPLOYMENT OF THE
GRANTEE WITH THE COMPANY OR ONE OR MORE OF THE SUBSIDIARIES UNTIL THE APPLICABLE
VESTING DATE, THE OPTIONS SHALL BECOME VESTED AS SPECIFIED ON SCHEDULE A HERETO
UNDER THE HEADING "VESTING SCHEDULE".
(B)
CONDITIONS. THE COMMITTEE, IN ITS SOLE
DISCRETION, MAY ACCELERATE THE VESTING OR EXERCISABILITY OF ANY OPTION, ALL
OPTIONS OR ANY CLASS OF OPTIONS, AT ANY TIME AND FROM TIME TO TIME. SHARES
COVERED BY VESTED OPTIONS MAY, SUBJECT TO THE PROVISIONS HEREOF, BE PURCHASED AT
ANY TIME AND FROM TIME TO TIME ON OR AFTER THE DATE THE CORRESPONDING OPTIONS
BECOME VESTED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3 UNTIL THE DATE
ONE DAY PRIOR TO THE DATE ON WHICH SUCH OPTIONS TERMINATE.
4.
TERMINATION OF OPTIONS.
(A)
NORMAL EXPIRATION DATE. SUBJECT TO SECTIONS
4 AND 7, THE OPTIONS SHALL TERMINATE AND BE CANCELED ON THE NORMAL EXPIRATION
DATE.
(B)
EARLY TERMINATION.
(I)
EXCEPT AS PROVIDED IN THIS SECTION 4 AND
SECTION 7, IF THE GRANTEE'S EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY IS
VOLUNTARILY OR INVOLUNTARILY TERMINATED FOR ANY REASON PRIOR TO THE NORMAL
EXPIRATION
3
DATE, ANY OPTIONS HELD BY THE GRANTEE THAT HAVE NOT BECOME VESTED ON OR BEFORE
THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT SHALL TERMINATE AND BE
CANCELED IMMEDIATELY UPON SUCH TERMINATION OF EMPLOYMENT. FOR PURPOSES OF THE
PLAN, ALL OPTIONS HELD BY THE GRANTEE ON