(b) If
you voluntarily terminate your employment without good reason or are discharged
for cause, any Options granted hereunder shall forthwith terminate with respect
to any unexercised portion thereof, whether vested or unvested.
(c) If
any Options granted hereunder shall be exercised by your legal representative if
you should die or become disabled, or by any person who acquired any Options
granted hereunder by bequest or inheritance or by reason of death of any such
person written notice of such exercise shall be accompanied by a certified copy
of letters testamentary or equivalent proof of the right of such legal
representative or other person to exercise such Options.
(d) For
all purposes of this Agreement, the term "for cause" shall mean "Cause" as
defined in Executive’s Employment Agreement with the Company.
(e) For
all purposes of this Agreement, the term “good reason” shall mean “Good Reason”
as defined in Executive’s Employment Agreement with the Company.
4.
Restriction;
Securities Exchange Listing. All certificates for shares delivered upon
the exercise of Options granted herein shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under the
Plan or the rules, regulations and other requirements of the Securities and
Exchange Commission and any applicable federal or state securities laws, and the
Administrator may cause a legend or legends to be placed on such certificates to
make appropriate reference to such restrictions. If the Shares or other
securities are traded on a national securities exchange, the Company shall not
be required to deliver any Shares covered by an Option unless and until such
Shares have been admitted for trading on such securities exchange.
5.
Adjustments. If there
is any change in the capitalization of the Company affecting in any manner the
number or kind of outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization of such stock,
or because the Company has merged or consolidated with one or more other
corporations (and provided the Option does not thereby terminate in connection
therewith), then the number and kind of shares then subject to the Option and
the price to be paid therefor shall be appropriately adjusted by the Board of
Directors; provided, however, that in no event shall any such adjustment result
in the Company's being required to sell or issue any fractional shares. Any such
adjustment shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with an appropriate
adjustment to the price of each Share or other unit of security covered by this
Option.
