by wire transfer of immediately available funds or by check, (ii) through a broker-assisted exercise program, as described in Section 6(b)(3) of the Plan and otherwise acceptable to the Administrator, or (iii) as otherwise provided in the Plan. Subject to earlier termination as set forth herein or in the Plan (including Section 6(a)(4) of the Plan), the latest date on which the Share Option or any portion thereof may be exercised is the tenth (10th) anniversary of the Date of Grant (the Final Exercise Date) and, if not exercised by such date, the Share Option or any remaining portion thereof will thereupon immediately terminate.
4. Termination of Service; Death. Except as provided below, in the event that the Participant shall cease to be a director of the Company for any reason, the Participant may exercise this Share Option, but only to the extent this Share Option is vested and exercisable at the time the Participant ceases to be a director of the Company, until the earlier of (i) the three-month anniversary of the date the Participant ceases to be a director of the Company and (ii) the Final Exercise Date and, to the extent not exercised during such period, shall immediately terminate. In the event that the Participant shall cease to be a director of the Company due to death, the Participants estate or beneficiary or permitted transferee may exercise this Share Option, but only to the extent this Share Option is exercisable at the time of the Participant death, until the earlier of (i) the one-year anniversary of the date of such death and (ii) the Final Exercise Date and, to the extent not exercised during such period, shall immediately terminate.
5. Restrictions on Transfer. The Share Option may not be transferred except as expressly permitted Section 6(a)(3) of the Plan.
6. Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted, the Share Option, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the Share Option, including the right to any Shares acquired under the Share Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment policy of the Company. Nothing in the preceding sentence will be construed as limiting the general application of Section 8 of this Agreement.
7. Taxes. The Participant is responsible for satisfying and paying all taxes arising from or due in connection with the Share Option, its exercise or a disposition of any Shares acquired upon exercise of the Share Option. The Company will have no liability or obligation related to the foregoing.
8. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or being deemed to have accepted, the Share Option, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
9. Effect on Employment. Neither the grant of the Share Option, nor the issuance of Shares upon exercise of the Share Option, will give the Participant any right to be retained in the service of the Company as a director or otherwise, affect the right of the Company or any of its subsidiaries to terminate the service relationship with respect to the Participant at any time, or affect any right of the Participant to terminate his or her service relationship with the Company or any of its subsidiaries at any time.
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The grant of the Share Option is considered a one-time benefit and does not create a contractual or other right to receive any other award under the Plan, benefits in lieu of such awards or any other benefits in the future.