3
(4) The New Options will not be granted until on or about the
first business day that is at least six months and one day
after the date the Company accepts for exchange and cancels
the Tendered Options and will have an exercise price and
vesting schedule as described in the Offer to Exchange.
(5) I must be a U.S. employee of the Company or one of its
subsidiaries from the date I tender the Tendered Options
through the date the New Options are granted in order to
receive the New Options, and, if for any reason I do not
remain an employee, I will not receive any New Options or any
other consideration for the Tendered Options.
(6) By tendering the Tendered Options pursuant to the
procedure described in Section 3 of the Offer to Exchange and
in the instructions to this Letter, I accept the terms and
conditions of the Offer. The Company's acceptance for exchange
of the Tendered Options will constitute a binding agreement
between the Company and me upon the terms and subject to the
conditions of the Offer.
(7) Under certain circumstances set forth in the Offer to
Exchange, the Company may terminate or amend the Offer and
postpone its acceptance and cancellation of any Tendered
Options, and in any such event, the Tendered Options delivered
herewith but not accepted for exchange will be returned to me
at the address indicated below.
(8) All options that I choose not to tender for exchange or
that are not accepted for exchange shall remain outstanding
and retain their current exercise price and vesting schedule.
(9) The Company has advised me to consult with my own advisors
as to the consequences of participating or not participating
in the Offer.
(10) I have read, understand and agree to all of the terms and
conditions of the Offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
The Offer is not being made to (nor will Tendered Options be accepted
from or on behalf of) holders in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.