Option Grant and Exercise Terms
EXHIBIT 10.12
unilateral authority to amend the Plan and the Agreement without Optionee's consent to the extent necessary to comply with
securities or other laws applicable to the issuance of Shares.
Assuming such compliance, for tax purposes the Exercised Shares shall be considered transferred to Optionee on the date
the applicable Option is exercised with respect to such Exercised Shares.
D.Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of
Optionee, unless otherwise provided in the Addendum:
1.cash;
2.check;
3.consideration received by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, including, without limitation, a net exercise program to the extent permitted by the Company and by
applicable laws, whereby Shares are held back to cover the Exercise Price; or
4.for U.S. taxpayers only, surrender of other Shares which (i) in the case of Shares acquired from the Company,
have been owned by Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
E.Non-Transferability of Option.
Unless determined otherwise by the Administrator, an Option granted hereunder may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable, such
Option will contain such additional terms and conditions as the Administrator deems appropriate. Unless otherwise determined by
the Administrator, the Optionee may, subject to such terms and conditions as the Administrator deems advisable, assign or transfer
all or part of vested Options during an Optionee's lifetime to (a) Optionee's spouse, former spouse or dependent pursuant to a
court-approved domestic relations order that relates to the provision of child support, alimony payments or marital property rights,
or (b) trust or other similar estate planning entity that is solely for the benefit of the Optionee and/or the Optionee's immediate
family. In such case, the transferee shall receive and hold the Options subject to the provisions of this section, and there shall be
no further assignation or transfer of the Options. The terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.
F.Tax Consequences and Responsibilities.
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