(b) The Option may be exercised in whole or in part in accordance with this Section 3 by delivering to the Secretary of the Company (1) a written notice specifying the number of shares to be purchased, and (2) payment in full of the Option Price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise (unless other arrangements, acceptable to the Company, are made for the satisfaction of such withholding obligations). The Option Price may be paid in cash, by check, or as otherwise provided in the Plan.
(c) Exercise of the Option and receipt of the Option Shares shall be conditioned upon the Optionee signing and delivering a joinder to any shareholders agreement of the Company (the Shareholders Agreement) then in effect.
4. Termination. Unless sooner terminated, to the extent not sooner exercised, the Option will terminate ten years from the Grant Date. If Optionee ceases to be employed by the Company or ceases to provide consulting services to the Company or any Affiliate for any reason other than death or Disability, then, unless sooner terminated under the terms hereof, the Option will terminate three (3) months after the effective date of Optionees termination of employment or consulting services; provided, however, that if the Company or any of its Affiliates terminates the Optionees employment or the provision of consulting services for Cause (as defined in the Plan), the Option will terminate immediately upon the effective date of Optionees termination of employment or consulting services. If Optionees employment by the company, is terminated by reason of Optionees death or Disability, then, unless sooner terminated under the teinis hereof, the Option will terminate on the date one year after the date of such termination of employment.
5. Change of Control. In the event of a Change in Control, all Option Shares shall automatically vest.
6. Rights as Stockholder. No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made. Optionee shall have no rights as a stockholder with respect to any Option Shares until a stock certificate for such shares is issued to him or her. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such stock certificate is issued.
7. Nontransferability. The Option is not assignable or transferable except by will or the laws of descent and distribution. During Optionees lifetime, the option may be exercised only by Optionee or, in the event of Optionees Disability, Optionees legal representative.
8. Securities Restrictions. If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the Option Shares, the Board may require, as a condition of exercise of the Option that the Optionee represent, in writing, that that (a) such Option Shares are being purchased for investment and not for