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1.
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Term
of Options.
The Options, granted on __________________ (the “Date of Grant”), will
terminate and expire, to the extent not previously exercised, at
5:00 p.m.
Eastern Time on ___________________, or such earlier date upon
which the
Options, or portion thereof, terminate or expire pursuant to the
terms of
the Plan (the “Expiration Date”).
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(a)
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The
Options may be exercised in whole or in part at any time on or
after
________________
but no Options may be exercisable after the Expiration
Date.
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(b)
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The
Optionee can exercise Options by complying with the provisions
of the Plan
and by following instructions provided in materials distributed
by the
Company. The exercise price, $__________ per share (the “Exercise Price”),
for the number of shares subject to the Option (the “Option Shares”) being
purchased and any related withholding tax obligations may be paid
by the
Optionee by (i) delivery of cash, money order or a certified or
cashier's
check; (ii) tendering previously acquired Shares, as provided for
in the
Plan; (iii) delivery of irrevocable instructions to a broker or other
agent acceptable to the Company to promptly sell a sufficient portion
of
Shares received under the Option and to deliver to the Company
the
appropriate amount of proceeds; and/or (iv) any other payment method
that
is established by the Company (which payment method may be restricted
or
eliminated from time to time by the Company, in its sole
discretion).
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(c)
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The
Company will, without transfer or issue tax to the Optionee, issue
and
cause to be delivered to the Optionee a certificate or certificates
for
the number of Option Shares purchased as soon as reasonably practicable
after the Optionee has appropriately exercised any Options. The
Company is
not required to issue Shares to the Optionee until all obligations
to
withhold taxes have been resolved to the satisfaction of the
Company.
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(a)
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The
time period set forth in Section 3 above is subject to the restriction
that Options may not be exercised after their Expiration Date.
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(b)
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The
time period set forth in Section 3 above is also subject to the
restriction that no Option may be exercised by any person if the
Optionee’s relationship with the Company has been terminated for Cause,
as
defined in the Plan.
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(c)
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Except
as otherwise provided by the Committee administering the Plan,
(i) the
only Options that may be exercised after the Termination Date are
those
Options that were exercisable by the Optionee on the Termination
Date; and
(ii) any Options which are not exercisable on the Termination Date
will
automatically terminate on the Termination Date.
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(d)
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Any
Options which are exercisable on the Termination Date, but which
are not
exercised within the one (1) year period specified in Section 3
above,
will automatically terminate at the end of that
period.
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5.
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Adjustments
for Certain Events.
The number and kind of unexercised Options and the Exercise Price
of such
Options are subject to adjustment in the event that certain transactions
are taken by the Company which affect the Company's
Shares.
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6.
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Type
of Options.
The Options are nonqualified stock options granted pursuant to
Section 5
of the Plan.
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7.
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No
Transfer of Options.
Unless transferability is authorized by the Option grant or otherwise
permitted by the Committee, Options are not transferable by the
Optionee
other than (i) by will or the laws of descent and distribution,
or (ii)
pursuant to a domestic relations order. Because of laws affecting
the
transferability of the Option Shares, the Optionee should understand
the
securities laws and other implications of any transfer of Options.
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8.
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General
Restriction on Issuance of Stock Certificates.
The Company may require information or documents which enable it
to insure
compliance with any law or Rules (as defined in the Plan) of the
Securities and Exchange Commission or any other governmental authority
having jurisdiction under the Plan before it delivers any certificate
upon
the exercise of any Options. If at any time the Committee administering
the Plan shall determine that the listing, registration or qualification
of the Option Shares under any state or federal law or other applicable
Rule, or the consent or approval of any governmental regulatory
body, is
necessary or desirable as a condition of the granting of the Options
or
the issue or purchase of Shares thereunder, such Options may not
be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained
free of any conditions not acceptable to the
Committee.
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9.
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Limitation
on Sale or Disposition of Option Shares.
If the Committee determines that the ability of the Optionee to
sell or
transfer Option Shares is restricted, then the Company may place
a
restrictive legend on certificates representing such Option Shares.
If a
legend is placed on an Optionee's certificate, the Optionee may
only sell
the Option Shares represented by such certificate in compliance
with such
legend.
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10.
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Incorporation
of Plan.
The Options are subject to the terms and conditions of the Plan,
which are
incorporated herein by reference. The Company, upon request, will
provide
a copy of the Plan to the Optionee. To the extent that the terms
and
conditions of the Documents are inconsistent with the Plan, the
provisions
of the Plan shall control.
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11.
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Applicable
Times and Dates.
All references to times and dates in the Plan and in documents
relating to
the Plan refer, respectively, to Eastern Standard Time (or Eastern
Daylight Savings Time, as appropriate) in the United States of
America and
to dates in New York State based on such Eastern Standard Time
(or Eastern
Daylight Savings Time, as
appropriate).
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