ANNEX A
Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participants Option Agreement.
(b) Except as provided in
Subparagraph
13(c)
below or
Paragraphs
15
or
16
, in no event may an Option
intended to be an ISO be exercised later than three (3) months after the Participants termination of employment.
(c) The provisions of this
Paragraph
13
, and not the provisions of
Paragraphs
15
or
16
, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in
the case of a Participants Disability or death within three (3) months after the termination of employment, director status or consultancy, the Participant or the Participants Survivors may exercise the Option within one
(1) year after the date of the Participants termination of service, but in no event after the date of expiration of the term of the Option.
(d)
Notwithstanding anything herein to the contrary, if subsequent to a Participants termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines
that, either prior or subsequent to the Participants termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any right to exercise any Option.
(e) A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other
than a Disability as defined in
Paragraph
1
hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such
Participants employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that for ISOs, any leave of absence granted by the Administrator of
greater than ninety (90) days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a
Non-Qualified
Option on the 181st day following
such leave of absence.
(f) Except as required by law or as set forth in a Participants Option Agreement, Options granted under the Plan shall not be affected
by any change of a Participants status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.
14.
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.
Except as
otherwise provided in a Participants Option Agreement, the following rules apply if the Participants service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that
all his or her outstanding Options have been exercised:
(a) All outstanding and unexercised Options as of the time the Participant is notified his or her service
is terminated for Cause will immediately be forfeited.
(b) Cause is not limited to events which have occurred prior to a Participants termination of service,
nor is it necessary that the Administrators finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participants termination of service but prior to the exercise of an Option, that either prior or
subsequent to the Participants termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.
15.
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.
Except as
otherwise provided in a Participants Option Agreement:
(a) A Participant who ceases to be an Employee, director or Consultant of the Company or of an
Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of the Participants termination of service due to Disability;