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(v)    Termination of Service.  In the event that a Participant’s Service terminates, the Participant may
            exercise his or her stock appreciation right (to the extent that the Participant was entitled to exercise such stock appreciation
            right as of the date of termination) but only within such period of time ending on the earlier of (i) the date three months
            following the termination of the Participant’s Service (or such longer or shorter period specified in the stock appreciation
            right agreement), or (ii) the expiration of the term of the stock appreciation right as set forth in the stock appreciation right
            agreement.  If, after termination, the Participant does not exercise his or her stock appreciation right within the time specified
            herein or in the stock appreciation right agreement (as applicable), the stock appreciation right shall terminate.


            8.     COVENANTS OF THE COMPANY.
                   (a)    Availability of Shares.  During the terms of the Stock Awards, the Company shall keep available at all times
            the number of shares of Common Stock required to satisfy such Stock Awards.
                   (b)    Securities Law Compliance.  The Company shall seek to obtain from each regulatory commission or
            agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares
            of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company
            to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such
            Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency
            the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the
            Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock
            Awards unless and until such authority is obtained.


            9.     USE OF PROCEEDS FROM STOCK.
               Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.


            10.    MISCELLANEOUS.
                   (a)    Acceleration of Exercisability and Vesting.  The Board shall have the power to accelerate the time at which
            a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with
            the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time
            during which it will vest.

                   (b)    Stockholder Rights.  No Participant shall be deemed to have dividend rights or other rights as a stockholder
            with respect to any shares of Common Stock subject to an Option or stock appreciation right unless and until such Participant
            has properly exercised the Option or stock appreciation right.  A Participant will have all of the rights of a stockholder as to
            any stock bonuses and shares of Common Stock acquired under a restricted stock purchase agreement as of the date of such
            Stock Awards, whether or not then vested, except as otherwise provided in the Stock Award Agreement, and unless and until
            the stock bonus or restricted stock is forfeited to the Company in accordance with applicable vesting requirements, if any.

                   (c)    No Employment or other Service Rights.  Nothing in the Plan or any instrument executed or Stock Award
            granted pursuant hereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the
            capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate
            (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
            to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the
            Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company
            or the Affiliate is incorporated, as the case may be.
                   (d)    Incentive Stock Option Dollar Limitation.  To the extent that the aggregate Fair Market Value (determined
            at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any
            Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or
            portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
            Stock Options.

                   (e)    Investment Assurances.  The Company may require a Participant, as a condition of exercising or acquiring



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