Options are standard

options are standard

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Except as otherwise provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only if the Optionee is an employee of the Company on the date that the Option becomes vested, as set forth in the Term Sheet and these Standard Terms and Conditions. To the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be fully exercisable on and after it becomes vested, as described in the Term Sheet and these Standard Terms and Conditions, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet.

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Notwithstanding anything to the contrary in these Standard Terms and Conditions, no part of the Option may be exercised after ten 10 years from the grant date set forth in the Term Sheet. The Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for that number of shares of Common Stock.

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In addition, the Exercise Price may be paid in such other form s of consideration as the Committee earn honest money its discretion shall specify, including without limitation by loan or by techniques that may result in an accounting charge to the Company, provided however, that the Company may offer or permit such assistance or techniques on an ad hoc basis to any optionholder without incurring any obligation to offer or permit such assistance or techniques on other occasions or to other optionholders.

Fractional shares may not be exercised.

Shares of Common Stock will be issued as soon as practical after exercise. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws, or any contractual obligation of the Company.

closing an exercise option

The Optionee shall not be deemed to have a Permanent Disability unless proof of the existence thereof is furnished to the Committee in such form and manner, and at such times, as the Committee may require. Notwithstanding the foregoing, nothing in this Section 4 shall be deemed to limit the authority of the Committee to a affect an adjustment pursuant to Section The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any amount then or thereafter payable to the Optionee.

Section of the Code provides, among other things, that the Optionee will generally not be taxed upon the exercise of a stock option that qualifies as an incentive stock option provided the Optionee does options are standard dispose of the shares of Common Stock acquired upon exercise of such option until the later of two years after such option is granted to the Optionee and one year after such option is exercised.

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In the event of a conflict between the terms and conditions of these Standard Terms and Conditions and the Plan, the Plan options are standard. Certain capitalized terms not otherwise defined herein are defined in the Plan.

Any prior agreements, commitments or negotiations concerning the Option are superseded. The Optionee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment of the Optionee at any time and for any reason, or for no reason, unless the Optionee and the Company or such subsidiary are parties to a written employment agreement that expressly provides otherwise.

SECTION 12 - NOTICES All notices, requests, demands and real earnings on the Internet on options communications pursuant to these Standard Terms and Conditions options are standard be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, options are standard received by, the other party at the following addresses or at such other address as shall be given in writing by either party to the other :.

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