b. become permanently and totally disabled within the meaning of Section 22(e)(3) of the Code, while employed by or otherwise serving any such company, then this Option may be exercised, to the extent vested as set forth in paragraph 2.a. on the date such Optionee becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code, by the Optionee at any time within one year after the date of permanent and total disability, but not later than the Expiration Date.
6. a. The Optionee may exercise the Option with respect to all or any part of the shares then purchasable hereunder by giving the Company written notice in substantially the form attached hereto as Exhibit A, as provided in paragraph 10 hereof, of such exercise. Such notice shall specify the number of shares as to which the Option is being exercised and shall be accompanied by payment in full, as provided herein, of an amount equal to the Option Price of such shares multiplied by the number of shares as to which the Option is being exercised. The Optionee may pay such Option Price by delivering to the Company securities of the Company, which may include shares obtained through the exercise of the Option, having a fair market value equal to the aggregate Option Price.
b. Prior to or concurrently with delivery by the Company to the Optionee of a certificate(s) representing such shares acquired through the Option, the Optionee shall, upon notification of the amount due, pay promptly any amount necessary to satisfy applicable federal, state or local tax requirements. The Optionee may satisfy such withholding obligation by delivering to the Company securities of the Company, which may include shares obtained through the exercise of the Option, having a fair market value equal to the withholding obligation. In the event such amount is not paid promptly, the Company shall have the right to apply from the purchase price paid any taxes required by law to be withheld by the Company with respect to such payment and the number of shares to be issued by the Company will be reduced accordingly.
c. For purposes of this Agreement, fair market value shall be determined pursuant to Section 12 of the Plan.
7. Notwithstanding any provision contained herein or in any other related document, in the event of a change in the outstanding Common Stock of the Company by reason of a stock dividend, split-up, split-down, reverse split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off, reorganization, liquidation or the like, then the aggregate number of shares and price per share subject to the Option shall be appropriately adjusted by the Board, whose determination shall be conclusive.
8. This Option shall, during the Optionees lifetime, be exercisable only by such Optionee, and neither this Option nor any right hereunder shall be transferable by such Optionee, by operation of law or otherwise, except by will or by the laws of descent and distribution. In the event of any attempt by such Optionee to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of any right hereunder, except as provided for herein, or in the event of the levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate this Option by notice to such Optionee and it shall thereupon become null and void.
9. Neither the Optionee nor, in the event of such Optionees death, any person entitled to exercise his rights, shall have any of the rights of a stockholder with respect to the shares subject to the Option unless and until share certificates have been issued and registered in the name of the Optionee or the Optionees estate, as the case may be.
10. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of its President, at 2010 Main Street, Suite 1220, Irvine, California 92614, with a copy to: Compass Group Management LLC, 61 Wilton Road, Second Floor, Westport, CT 06880, Attention:
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