|
1.
|
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”).
|
|
2.
|
Exercise
of Options.
|
|
(a)
|
The
Options may be exercised, in whole or in part at any time prior to
the
Expiration Date or an earlier termination, according to the percentages
and exercise dates set forth in the following vesting
schedule: 25% of the shares subject to the Options (the “Option
Shares”) shall become exercisable on _______________; an additional 25%
of
the Option Shares shall become exercisable on _______________; an
additional 25% of the Option Shares shall become exercisable on
_______________; and the remaining balance of the Option Shares shall
become exercisable on _______________. No Options may be
exercisable after the Expiration
Date.
|
|
(b)
|
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 Company (which payment method may be restricted
or
eliminated from time to time by the Company, in its sole
discretion).
|
|
(c)
|
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 and similar charges have been resolved
to
the satisfaction of the Company.
|
|
3.
|
Termination
of Relationship.
|
|
(a)
|
Acceleration
upon Termination of Relationship. 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.
|
|
(b)
|
Duration
of Exercise Following Termination of Relationship. 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:
|
|
(i)
|
within
ninety (90) 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), (iii) and (iv)
below;
|
|
(ii)
|
if
the Optionee's employment with the Employer terminates as a result
of the
Optionee's Retirement, within one (1) year after the date of
Retirement;
|
|
(iii)
|
if
the Optionee's employment terminates as a result of a Disability,
within
one (1) year after the date of Disability;
or
|
|
(iv)
|
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.
|
|
(c)
|
Limitations
on Exercise Following Termination of
Relationship.
|
|
(i)
|
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.
|
|
(ii)
|
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.
|
|
(iii)
|
Except
as otherwise provided by the Committee administering the Plan 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.
|
|
(iv)
|
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.
|
|
4.
|
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.
|
|
5.
|
Type
of Options. The Options are nonqualified stock options
granted pursuant to Section 5 of the
Plan.
|
|
6.
|
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.
|
|
7.
|
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.
|
|
8.
|
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.
|
|
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.
|
|
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, 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).
|