3.3 EXPIRATION OF OPTION. Subject to the terms and provisions
of the Plan, the Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(i) The expiration of ten (10) years from the Date of
Grant;
(ii) The date of the Holder's Termination of
Employment for any reason, other than death or disability (within the meaning of
Section 22(e)(3) of the Code), unless the Committee otherwise elects to permit
the exercise of such Option for a period of time thereafter; provided, however
(a) such period of time shall end no later than ten years from the Date of
Grant, and (b) the Committee may make such elections in such manner as it deems
appropriate, which may be non-uniform and selective, and based upon such factors
as it deems relevant;
(iii) With respect to an Option held by an Holder who
is disabled (within the meaning of Section 22(e)(3) of the Code), the expiration
of one year from the date of the Holder's Termination of Employment for any
reason other than death, unless the Holder dies within said one-year period;
(iv) The expiration of one year from the date of the
Holder's death with respect to all Options held by such Holder; and
(v) With respect to all Options, and notwithstanding
any other provision contained herein, the date of the Holder's Termination of
Employment in the event such Termination is for "cause".
3.4 ACCELERATION OF EXERCISABILITY. In the event of the merger
or consolidation of the Company with or into another corporation, or the
acquisition by another corporation or person of all or substantially all of the
Company's assets or eighty percent (80%) or more of the Company's then
outstanding voting stock, or the liquidation or dissolution of the Company, the
Committee may, in its absolute discretion and upon such terms and conditions as
it deems appropriate, provide by resolution, adopted prior to such event, that
at some time prior to the effective date of such event this Option shall be
exercisable as to all or a portion of the shares covered hereby, notwithstanding
that this Option may not yet have become fully exercisable under Section 3.1(a);
provided, however, that the Committee may, in its sole discretion, forego such
acceleration of exercisability if:
(i) This Option becomes unexercisable under Section
3.3 prior to said effective date; or
(ii) In connection with such an event, provision is
made for an assumption of this Option or a substitution therefor of a new option
by an employer corporation or a parent or subsidiary of such corporation, so
that such assumption or substitution complies with the provisions of Section
424(a) of the Code.
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