The Committee may make such determinations and adopt
such rules and conditions as it, in its absolute discretion, deems appropriate
in connection with such acceleration of exercisability, including, but not by
way of limitation, provisions to ensure that any such acceleration and resulting
exercise shall be conditioned upon the consummation of the contemplated
corporate transaction, and determinations regarding whether provisions for
assumption or substitution have been made as defined in clause (ii) above.
IV. EXERCISE OF OPTION
4.1 PERSON ELIGIBLE TO EXERCISE. During the lifetime of the
Holder, only he or she may exercise the Option or any portion thereof. After the
death of the Holder, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be exercised by
his or her personal representative or by any person empowered to do so under the
Holder's will or under the then applicable laws of descent and distribution.
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit
the transfer of this Option, in whole or in part, and the exercise thereof by
any transferee thereof.
4.2 PARTIAL EXERCISE. Any exercisable portion of the Option or
the entire Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3; provided, however, that each partial exercise
shall be for not less than one-hundred (100) shares (or the minimum installment
set forth in Section 3.1, if a smaller number of shares) and shall be for whole
shares only.
4.3 MANNER OF EXERCISE. The Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary or his office of
all of the following (except as otherwise waived by such officer) prior to the
time when the Option or such portion becomes unexercisable under Section 3.3:
(a) Notice in writing signed by the Holder or the
other person then entitled to exercise the Option or portion, stating that the
Option or portion is thereby exercised, such notice complying with all
applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by check) for the
shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A)
shares of the Company's Common Stock owned by the Holder duly endorsed for
transfer to the Company or (B) subject to the requirements of Section 5.4 of the
Plan, shares of the Company's Common Stock issuable to the Holder upon exercise
of the Option, in each case, with a fair market value (as determined under
Section 4.2(b) of the Plan) on the date of Option exercise equal to the
aggregate Option price of the shares with respect to which such Option or
portion is thereby exercised; or
-4-