The Company has nothing to report under this item

 

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this Award Notice, “just cause” means (i) failure to comply with Company policies on hedging, financial reporting, accurate accounting, disclosure of information about the Company, or regulatory compliance; (ii) fraud, misconduct, or dishonesty related to your employment; (iii) illegal conduct amounting to a misdemeanor or felony; or (iv) the willful and continued failure to substantially perform your duties with the Company after written warnings specifically identifying the lack of substantial performance are delivered to you by the Company.

(c)

If your employment is involuntarily terminated for just cause specified in a writing delivered to you within thirty days after the termination, your Options will thereupon be deemed forfeited.

The number of shares under your Options is subject to adjustment for certain changes in corporate capitalization, as more fully set forth in the Plan.

Exercise of Options

     To exercise your Options to purchase shares of Common Stock, you must deliver to the Secretary or Assistant Secretary of NFG written notice of exercise specifying the number of shares to be purchased. Your delivery of the written notice of exercise creates your binding commitment to pay the full purchase price for the shares. You may pay the purchase price with cash, with already-owned shares of Common Stock, with a combination of cash and shares, or pursuant to broker-assisted “cashless exercise” procedures established by the Committee. Checks should be payable to NFG. Already-owned shares of Common Stock must be delivered in transferable form and will be valued at their Fair Market Value (as defined in the Plan) on the date of exercise, and may be subject to certain holding period or other limitations imposed by the Committee. You may be required to represent to NFG in writing, at the time of each exercise of these Options, that the shares of Common Stock being purchased are being acquired for investment and not with a view to distribution. Also, the Company may impose restrictions on your purchase of shares of Common Stock pursuant to exercise of such Options if the Committee should determine that the shares must first be listed, registered or qualified, or a governmental consent obtained. Certificates for shares purchased will be delivered to you as soon as practicable after you exercise your Options.

At the time of the exercise of your Options, the Company is entitled to deduct from the shares of Common Stock being acquired upon the exercise of your Options, or require you to pay to it prior to and as a condition of issuing shares of Common Stock, the amount of all applicable income and employment taxes required by law to be withheld with respect to such exercise. Alternatively, you may pay such taxes respecting Option exercises by delivering to the Company

 

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shares of Common Stock having a Fair Market Value equal to the amount of such taxes, subject to certain holding period or other limitations imposed by the Committee.

Authority of Committee

     The Committee has the authority, in its sole discretion, to interpret the Plan and all Options granted thereunder, to establish rules and regulations relating to the Plan and to make all other determinations it believes necessary or advisable for the administration of the Plan. The scope of the Committee’s authority is more fully described in the Plan. All determinations and actions of the Committee are final, conclusive and binding on you.

Miscellaneous

     Any capitalized term used but not defined in this Award Notice shall have the same meaning as it is defined in the Plan or in the Committee’s rules and regulations as in effect as of the date hereof.

     You have no right to assign or transfer your Options, except by will, by the laws of descent and distribution, or as otherwise permitted in the Plan.

     Nothing in this Award Notice or in the Plan gives you any right to continue in the employment of the Company.

     This Award Notice shall be binding on and inure to the benefit of the Company (and its successors and assigns) and you (and your heirs, legal representatives and estate). This Award Notice shall be governed, construed and enforced in accordance with the Plan and with the laws of the State of New York.

     This Award Notice, together with the Plan and the Rules, constitutes the entire agreement between the parties with respect to the subject matter hereof. You hereby acknowledge that you have been provided with a copy of the Plan and the Rules, and understand the terms and conditions of these documents and of this Award Notice. In the event of any conflict between this Award Notice and the terms of the Plan and the Rules, the Plan and the Rules will govern and control.

     With respect to unexercised Options, this Award Notice may be unilaterally amended or modified by the Committee, as permitted by the Plan or the Rules, to the extent it deems appropriate, but may not be amended or modified without your consent if such amendment or modification is adverse to you. Except as otherwise provided in the preceding sentence, this Award Notice may not be modified, amended, renewed or terminated, nor may any term or condition, or breach of any term or condition, be waived, except in writing signed by the person