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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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2.
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Exercise
of Options.
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(a)
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The
Options may be exercised at any time and from time to time, prior
to the
Expiration Date or an earlier termination, according to the percentages
and exercise dates set forth in the following vesting schedule:
___% of
the number of Shares subject to the Options (the “Option Shares”) shall
become exercisable on or after ___________; an additional ___%
of the
Option Shares shall become exercisable on or after ____________;
an
additional ___% of the Option Shares shall become exercisable on
or after
___________; an additional ___% of the Option shares shall become
exercisable on or after ___________; and the remaining ___% of
the Option
Shares shall become exercisable on or after
___________.
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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 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
Committee
as defined in the Plan (which payment method may be restricted
or
eliminated from time to time by the Committee, 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 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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3.
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Termination
of Employment.
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(a)
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Acceleration
upon Termination of Employment. Subject to Section 3(c)(iii) below, if
an Optionee’s employment with the Company or the subsidiary by whom the
employee is employed (the “Employer”) terminates for reasons of Retirement
(as defined in the Plan), Disability (as defined in the Plan) or
death,
all the unvested Option Shares shall become immediately vested
and
exercisable on the date of Retirement, date of Disability or date
of
death.
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(b)
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Duration
of Exercise Following Termination of Employment. Subject to Section
3(c) below, Options which have vested prior to the termination
of the
Optionee’s employment with the Employer may be exercised as
follows:
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(i)
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within
thirty (30) days after the date on which the Optionee’s employment with
the Employer terminates (the “Termination Date”), except as otherwise
provided in Subsections 3(b)(ii) and (iii) below;
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(ii)
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if
the Optionee’s employment terminates as a result of a Disability, within
one (1) year after the date of Disability; or
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(iii)
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if
the Optionee’s employment terminates as a result of death, within one (1)
year after the date of death by the Optionee’s designated beneficiary,
legal representative or permitted
transferee.
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(c)
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Limitations
on Exercise Following Termination of
Employment.
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(i)
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The
time periods set forth in Section 3(b) above are subject to the
restriction that Options may not be exercised after their Expiration
Date.
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(ii)
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The
time periods set forth in Section 3(b) are also subject to the
restriction
that no Option may be exercised by any person if the Optionee (i)
is, or
at any time after the date of grant has been, in competition with
the
Company or its affiliates, or (ii) has been terminated by
the Employer for Cause, as defined in the
Plan.
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(iii)
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Except
as otherwise provided by the Committee or by an employment agreement
between the Optionee and the Employer, (i) the only Options that may
be exercised after the Termination Date, date of Retirement, date
of
Disability or date of death (as applicable, the “Event Date”) are those
Options that were exercisable by the Optionee on the Event Date;
and (ii)
any Options which are not exercisable on the Event Date will automatically
terminate on the Event Date.
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(iv)
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Any
Options which are exercisable on the Event Date, but which are
not
exercised within the applicable period specified in Section 3(b)
above,
will automatically terminate at the end of that applicable
period.
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4.
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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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5.
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Type
of Options. The Options are incentive stock options granted pursuant
to Section 5 of the Plan.
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6.
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No
Transfer of Options. Unless transferability is permitted under certain
conditions as determined by the Committee and applicable IRS Rules
for
incentive stock options, the Options are not transferable by the
Optionee
other than by will or the laws of descent and distribution.
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7.
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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 vest or 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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8.
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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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| 9. |
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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| 10. |
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) 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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