Exhibit 99.3
CAPSULE COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
Section 1. Purpose
This Capsule Communications, Inc. Stock Option Plan ("Plan") is intended
to provide a means whereby Capsule Communications, Inc. ("Company") and any
Subsidiary (as defined in Section 2 hereof) of the Company may, through the
grant of incentive stock options and nonqualified stock options to Key
Employees and Consultants (both as defined in Section 2 hereof), attract and
retain such Key Employees and Consultants and motivate such individuals to
exercise their best efforts on behalf of the Company and of any Subsidiary.
The Plan, as amended and restated effective August 13, 1996, constitutes
a merger and amendment and restatement of the Prior Plans (as defined in
Section 2 hereof). Such merger and amendment and restatement shall not, in
and of itself, affect Prior Options (as defined in Section 2 hereof) which are
outstanding as of August 12, 1996.
Section 2. Definitions
For all purposes of the Plan, unless the context requires otherwise, the
following words and phrases shall have the meanings set forth below. In all
cases, the singular shall include the plural, and vice versa, and the
masculine shall include the feminine.
(a) "Board" means the Company's Board of Directors.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the administrator of the Plan, as
described in Section 3 hereof.
(d) "Common Share" means a share of the Company's $.001
par value common stock.
(e) "Consultant" means any consultant of the Company or a
Subsidiary who is not an officer or employee thereof.
(f) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(g) "Fair Market Value" means the value of a Common Share,
which shall be arrived at by a reasonable, good faith determination of the
Committee and shall be
(i) The mean between the highest and lowest quoted
selling price, if there is a market for the
Common Shares on a registered securities
exchange or on an over the counter market, on
the date specified;
(ii) The weighted average of the means between the
highest and lowest sales on the nearest date
before and the nearest date after the
specified date, if there are no such sales on
the specified date but there are such sales on
dates within a reasonable period both before
and after the specified date;
(iii) The mean between the bid and asked prices, as
reported by the National Quotation Bureau on
the specified date, if actual sales are not
available during a reasonable period beginning
before and ending after the specified date; or
(iv) If Subparagraphs (1) through (3) above are not
applicable, such other method of determining
fair market value as shall be authorized by the
Code, or the rules or regulations thereunder,
and adopted by the Committee.
Where the Fair Market Value of Common
Shares is determined under Subparagraph (2)
above, the average of the means between the
highest and lowest sales on the nearest date
before and the nearest date after the specified
date shall be weighted inversely by the
respective numbers of trading days between the
dates of reported sales and the specified date
(i.e., the valuation date), in accordance with
Treas. Reg. Section 20.2031-2(b)(1), or any
successor thereto.
(h) "ISO" means an Option which qualifies as an incentive
stock option within the meaning of section 422 of the Code.
(i) "Key Employee" means any executive or managerial
employee of the Company or a Subsidiary.
(j) "NQSO" means an Option which is a nonqualified stock
option (i.e., an Option which does not qualify as an incentive stock option
within the meaning of section 422 of the Code).
(k) "Option" means any stock option granted to a Key
Employee or Consultant under Section 6 hereof.
(l) "Optionee" means any Key Employee or Consultant who has
been granted an Option.
(m) "Prior Option" shall mean an incentive stock option or
a nonqualified stock option granted under a Prior Plan.
(n) "Prior Plan" shall mean the Company's Employee
Compensation Stock Option Plan, adopted November 6, 1992, or the Company's
1993 Executive Stock Option Plan, adopted August 30, 1993, in both cases, as
in effect prior to August 13, 1996.
(o) "Subsidiary" means any corporation (whether or not in
existence at the time the Plan is restated) which, at the time an Option is
granted, is a subsidiary of the Company under the definition of "subsidiary
corporation" contained in section 424(f) of the Code, or any successor
thereto.
Section 3. Administration
The Plan shall be administered:
(a) By a committee, which shall consist of not fewer than
two non- employee directors (within the meaning of Rule 16b-3(b)(3) under the
Exchange Act, or any successor thereto) of the Company who shall be appointed
by, and shall serve at the pleasure of, the Board; or
(b) In the event a committee has not been established in
accordance with subsection (a) or cannot be constituted to vote on the grant
of an Option, by the entire Board.
The administrator of the Plan shall hereinafter be referred to as the
"Committee." Each member of the Committee, while serving as such, shall be
deemed to be acting in his or her capacity as a director of the Company.
The Committee shall have full and final authority in its absolute discretion,
subject to the terms of the Plan, to select the Key Employees and Consultants
to be granted Options under the Plan, to grant Options on behalf of the
Company, and to set the date of grant and the other terms of such Options;
provided, however, that Consultants shall not be eligible to receive ISOs
under the Plan.
The Committee may correct any defect, supply any omission and reconcile
any inconsistency in the Plan and in any Option granted hereunder in the
manner and to the extent it shall deem desirable. The Committee also shall
have the authority to establish such rules and regulations, not inconsistent
with the provisions of the Plan, for the proper administration of the Plan,
and to amend, modify or rescind any such rules and regulations, and to make
such determinations and interpretations under, or in connection with, the
Plan, as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company, its shareholders and all officers, employees, and consultants and
former officers, employees, and consultants, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
granted hereunder.
Section 4. Eligibility
Key Employees and Consultants shall be eligible to receive Options under
the Plan. Key Employees shall be eligible to receive ISOs and/or NQSOs.
Consultants shall be eligible to receive only NQSOs. More than one Option may
be granted to an Optionee under the Plan.
Section 5. Stock
The number of Common Shares that may be subject to ISOs under the Plan
shall be 3,000,000, reduced by the number of Common Shares issued pursuant to
Prior Options granted under the Company's 1993 Executive Stock Option Plan;
the number of Common Shares that may be subject to NQSOs under the Plan shall
be 500,000, reduced by the number of Common Shares issued pursuant to Prior
Options granted under the Company's Employee Compensation Stock Option Plan.
However, both limits in the preceding sentence shall be subject to adjustment
as hereinafter provided. Common Shares issuable under the Plan may be
authorized but unissued shares or reacquired shares, as the Company may
determine from time to time.
Any Common Shares subject to an Option or a Prior Option which expires or
otherwise terminates for any reason whatever (including, without limitation,
the Key Employee or Consultant's surrender thereof) without having been
exercised shall continue to be available for the granting of Options under the
Plan.
Section 6. Granting of Options
From time to time until the expiration or earlier suspension or
discontinuance of the Plan, the Committee may, on behalf of the Company, grant
to Key Employees and Consultants under the Plan such Options as it determines
are warranted, subject to the limitations of the Plan; provided, however, that
grants of ISOs and NQSOs shall be separate and not in tandem. The granting of
an Option under the Plan shall not be deemed either to entitle the Optionee
to, or to disqualify the Optionee from, any other Options under the Plan. In
making any determination as to whether a Key Employee or Consultant shall be
granted an Option, the type of Option to be granted, and the number of Common
Shares to be covered by the Option, the Committee shall take into account the
duties of the Key Employee or Consultant, his or her present and potential
contributions to the success of the Company or a Subsidiary, the tax
implications to the Company and the Key Employee or Consultant of any Options
granted, and such other factors as the Committee shall deem relevant in
accomplishing the purposes of the Plan. Moreover, the Committee may provide in
the Option Agreement that the Option may be exercised only if certain
conditions, as determined by the Committee, are fulfilled.
Section 7. Annual Limit for ISOs
(a) Annual Limit. The aggregate Fair Market Value (determined as of
the date the ISO is granted) of the Common Shares with respect to which ISOs
become exercisable for the first time by a Key Employee during any calendar
year (under this Plan and any other incentive stock option plan of the Company
or any parent corporation (within the meaning of section 424(e) of the Code
("Parent")) or Subsidiary) shall not exceed $100,000.
(b) Options Over Annual Limit. If an Option intended as an ISO is
granted to a Key Employee and such Option may not be treated in whole or in
part as an ISO pursuant to the limitation in Paragraph (a) above, such Option
shall be treated as an ISO to the extent it may be so treated under such
limitation and as an NQSO as to the remainder, but shall continue to be
subject to the provisions of the Plan that apply to ISOs. For purposes of
determining whether an ISO would cause such limitation to be exceeded, the Key
Employee's incentive stock options shall be taken into account in the order
granted.
(c) NQSOs. The annual limit set forth above for ISOs shall not apply
to NQSOs.
Section 8. Terms and Conditions of Options
The Options granted pursuant to the Plan shall include expressly or by
reference the following terms and conditions, as well as such other provisions
not inconsistent with the provisions of this Plan as the Committee shall deem
desirable, and for ISOs granted under this Plan, the provisions of section
422(b) of the Code:
(a) Number of Common Shares. The Option shall state the
number of Common Shares to which it pertains.
(b) Price.
(i) ISOs. The Option exercise price of an ISO shall
be determined and fixed by the Committee in its
discretion at the time of grant, but shall not
be less than 100% (110% in the case of an ISO
granted to a more than 10% shareholder as
provided in Paragraph (i) below) of the Fair
Market Value of the optioned Common Shares on
the date the Option is granted.
(ii) NQSOs. The Option exercise price of an NQSO
shall be determined and fixed by the Committee
in its discretion at the time of grant; provided
that in the case of NQSOs granted to an Optionee
who is a resident of the State of California,
the Option exercise price shall not be less than
85% (110% in the case of an NQSO granted to a
more than 10% shareholder as provided in
Paragraph (i) below) of the Fair Market Value of
the optioned Common Shares on the date the NQSO
is granted.
(c) Term.
(i) ISOs. Subject to earlier termination as
provided in Paragraphs (e), (f), and (g) below,
the term of each ISO shall be not more than 10
years (5 years in the case of a more than 10%
shareholder as provided in Paragraph (i) below)
from the date of grant.
(ii) NQSOs. Subject to earlier termination as
provided in Paragraphs (e), (f) and (g) below,
the term of each NQSO shall be not more than 10
years (five years in the case of an NQSO
granted to a California resident who is also a
more than 10% shareholder as provided in
Paragraph (i) below) from the date of grant.
(d) Exercisability and Purchase.
(i) Exercisability. Options granted under this Plan
shall be exercisable in such installments and on
such dates as the Committee may specify,
provided that:
(A) In the case of Options granted to
Optionees who are residents of the State
of California, such Options shall be
exercisable at the rate of at least 20%
per year over five years from the date of
grant;
(B) In the case of new Options granted in
replacement for options (whether granted
under the Plan or otherwise) held by an
Optionee, the new Options may be made
exercisable, if so determined by the
Committee, in its discretion, at the
earliest date the replaced options were
exercisable; and
(C) The Committee may accelerate the exercise
date of any outstanding Options granted
to an Optionee in its discretion, if it
deems such acceleration to be desirable.
However, with respect to an Optionee who
is a California resident, acceleration is
permitted only if the Optionee is an
officer, director or consultant.
(ii) Purchase. Any Common Shares, the right to the
purchase of which has accrued, under an Option
may be purchased at any time up to the
expiration or termination of the Option.
Exercisable Options may be exercised, in whole
or in part, from time to time by giving written
notice of exercise to the Company at its
principal office, specifying the number of
Common Shares to be purchased and accompanied by
payment in full of the aggregate Option exercise
price for such shares. Only full shares shall
be issued under the Plan, and any fractional
share which might otherwise be issuable upon the
exercise of an Option granted hereunder shall be
forfeited. The Option price shall be payable
(A) In cash or its equivalent;
(B) In the case of an ISO, if the Committee,
in its discretion, causes the Option
Agreement so to provide and in the case
of an NQSO if the Committee, in its
discretion, so determines at or prior to
the time of exercise, in Common Shares
previously acquired by the Optionee,
provided that if such shares were
acquired through the exercise of an
incentive stock option and are used to
pay the Option exercise price of an ISO,
such shares have been held by the
Optionee for a period of not less than
the holding period described in section
422(a)(1) of the Code on the date of
exercise, or if such Common Shares were
acquired through exercise of a
nonqualified stock option and are used
to pay the Option exercise price of an
NQSO, such shares have been held by the
Optionee for a period of more than 12
months on the date of exercise; or
(C) In the discretion of the Committee, in
any combination of (A) and (B) above.
In the event such Option exercise price is paid, in whole or in part,
with Common Shares, the portion of the Option exercise price so paid shall
equal the Fair Market Value on the date of exercise of the Option of the
Common Shares surrendered in payment of such Option exercise price.
(e) Exercise Upon Termination of Employment or Service.
(i) General. If an Optionee's employment by or
service with the Company and Subsidiaries
terminates for any reason other than death,
disability, or Cause (as described in
Subparagraph (2) below) prior to the expiration
date fixed for his or her Option, such Option
may be exercised, to the extent of the number
of Common Shares with respect to which the
Optionee could have exercised it on the date of
such termination, or to any greater extent
permitted by the Committee, by the Optionee at
any time prior to the earlier of:
(A) The expiration date specified in such
Option; or An accelerated termination
date determined by the Committee, in
its discretion, and set forth in the
Option Agreement; except that such
accelerated termination date shall not
be earlier than 30 days or later than
90 days after the date of the
Optionee's termination of employment or
service.
If an Optionee's employment by or service with the Company and
Subsidiaries terminates by reason of Cause prior to the expiration date fixed
for his or her Option, such Option shall terminate immediately.
(ii) Cause. For purposes of this Paragraph (e),
"Cause" shall include any act of fraud or
intentional misrepresentation, or embezzlement,
misappropriation, or conversion of assets or
opportunities of the Company.
(f) Exercise upon Disability of Optionee. If an Optionee
shall become disabled (within the meaning of section 22(e)(3) of the Code)
during his or her employment by or service with the Company and Subsidiaries
and, prior to the expiration date fixed for his or her Option, his or her
employment or service is terminated as a consequence of such disability, such
Option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of such termination, or
to any greater extent permitted by the Committee, by the Optionee at any time
prior to the earlier of:
(A) The expiration date specified in such
Option; or
(B) One year after the date of such
termination of employment or service.
In the event of the Optionee's legal disability, such Option may be so
exercised by the Optionee's legal representative.
(g) Exercise after Death of Optionee. If an Optionee's
employment terminates by reason of the Optionee's death prior to the
expiration date fixed for his or her Option, or if an Optionee whose
employment is terminated for any reason shall die following his or her
termination of employment but prior to the earlier of:
(i) The expiration date fixed for his or her
Option; or
(ii) The expiration of the period determined under
Paragraph (e) or (f) above, such Option may be
exercised to the extent of the number of Common
Shares with respect to which the Optionee could
have exercised it on the date of his or her
death, or to any greater extent permitted by
the Committee, by the Optionee's estate,
personal representative or beneficiary who
acquired the right to exercise such Option by
bequest or inheritance or by reason of the
death of the Optionee, at any time prior to the
earlier of:
(A) The expiration date specified in such
Option; or
(B) One year after the date of death.
(h) Rights as a Shareholder. An Optionee shall have no
rights as a shareholder with respect to any Common Shares covered by his or
her Option until the issuance of a stock certificate to him or her for such
shares.
(i) Ten Percent Shareholder. In the case of any ISO granted
under the Plan and in the case of an NQSO which is granted to an Optionee who
is a resident of the State of California, if the Optionee owns more than 10%
of the total combined voting power of all classes of stock of the Company or
of a Subsidiary or Parent at the time the Option is granted to such Optionee,
the Option exercise price for such Option shall be not less than 110% of the
Fair Market Value of the optioned Common Shares on the date such Option is
granted. In addition, such Option shall not be exercisable after the
expiration of five years from the date it is granted.
(j) Option Agreements. Options granted under the Plan shall
be evidenced by written documents ("Option Agreements") in such form as the
Committee shall, from time to time, approve. Option Agreements shall contain
such provisions, not inconsistent with the provisions of the Plan, for NQSOs
granted pursuant to the Plan, and such conditions, not inconsistent with
section 422(b) of the Code or the provisions of the Plan, for ISOs granted
pursuant to the Plan, as the Committee shall deem advisable. An Option
Agreement shall specify whether the Option is an ISO or NQSO; provided,
however, if the Option is not designated in the Option Agreement as an ISO or
NQSO, the Option shall constitute an ISO to the extent it complies with the
terms of section 422 of the Code, and otherwise, it shall constitute an NQSO.
Each Optionee shall enter into, and be bound by, the terms of an Option
Agreement.
(k) Holding Period Requirement. In the case of an Option
which is an ISO, the Option Agreement shall provide that Common Shares
acquired by the Key Employee upon exercise of the ISO may not be disposed of
(1) within two years after the ISO is granted or (2) within one year after the
Common Shares are transferred to the Key Employee. This holding period
requirement shall not apply in the case of an ISO exercised in accordance with
Paragraph (g) after the Key Employee's death.
Section 9. Capital Adjustments
The number of Common Shares which may be issued under the Plan, the
maximum number of Common Shares with respect to which Options may be granted
to any Key Employee under the Plan, both as stated in Section 5 hereof, and
the number of Common Shares issuable upon the exercise of outstanding Options
under the Plan (as well as the Option exercise price per share under such
outstanding Options) shall, subject to the provisions of section 424(a) of the
Code, be adjusted to reflect any stock dividend, stock split, share
combination, or similar change in the capitalization of the Company.
In the event of a corporate transaction (as that term is described in section
424(a) of the Code and the Treasury Regulations issued thereunder as, for
example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation. As provided in Section
8(d)(1)(C) hereof, the Committee, in its discretion, may accelerate, in whole
or in part, the date on which any outstanding Option becomes exercisable. The
Committee also may, in its discretion, change the terms of any outstanding
Option to reflect any such corporate transaction, provided that, in the case
of ISOs, such change is excluded from the definition of a "modification" under
section 424(h) of the Code.
Section 10. Financial Information
With respect to Optionees (including Optionees who have already exercised
their Options or Prior Options) who are residents of the State of California,
the Company will comply with Section 240.140.46 of Title 10, California
Administrative Code, which requires the Company to deliver financial
statements at least annually to such Optionees.
Section 11. Amendment or Discontinuance of the Plan
(a) In General. The Board from time to time may suspend
or discontinue the Plan or amend it in any respect whatsoever, except that,
without the approval of the shareholders (given in the manner set forth in
Paragraph (b) below): (1) the class of persons eligible to receive Options
shall not be changed; (2) the maximum number of Common Shares with respect to
which Options may be granted under the Plan shall not be increased except as
permitted under Section 9 hereof; and (3) the duration of the Plan under
Section 12 hereof with respect to any Options granted hereunder shall not be
extended.
(b) Manner of Shareholder Approval. The approval of the
Company's shareholders must occur by a majority of all outstanding shares of
voting stock entitled to vote thereon.
Notwithstanding the foregoing, no such suspension, discontinuance or
amendment shall terminate or affect the continued existence of rights created
under Options granted and outstanding or materially impair the rights of any
holder of an outstanding Option without the consent of such holder.
Section 12. Termination of Plan
Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight on
August 28, 2003, which date is within 10 years after the date the 1993
Executive Stock Option Plan was adopted by the Board, and no Options hereunder
shall be granted thereafter. Notwithstanding the foregoing, no NQSO other
than an Option which is treated as an NQSO under Section 7(b) hereof may be
granted after November 5, 2002, the date that is 10 years after the date the
Employee Compensation Stock Option Plan was adopted. Nothing contained in
this Section 12, however, shall terminate or affect the continued existence of
rights created under Options issued hereunder and outstanding on August 28,
2003 (November 5, 2002, in the case of NQSOs) which by their terms extend
beyond such date.
Section 13. Effective Date
This Plan merger and amendment and restatement shall become effective on
August 13, 1996 (the date the amendment and restatement was adopted by the
Board); provided that the Plan merger and amendment and restatement shall be
approved by the Company's shareholders (in accordance with Section 12(b))
within 12 months of such date. In the event such shareholder approval is not
obtained, the merger and amendment and restatement of the Plan and all Options
granted hereunder shall be null and void; no additional Options shall be
granted hereunder; and, if any shares of Common Stock were issued pursuant to
such an Option such Option shall be rescinded. Any shares issued pursuant to
such an Option shall not be counted in determining whether such approval is
obtained. In no event may any Option be exercised prior to shareholder
approval of the Plan. Nothing in this Section 13 shall limit an Optionee's
right to exercise any Prior Option in accordance with its terms. In addition,
in the event shareholder approval is not obtained as required by this Section
13, the Prior Plans shall continue as separate Plans as though this merger and
amendment and restatement had never been attempted.
Section 14. Miscellaneous
(a) Governing Law. The Plan and the Option Agreements
entered into, and the Options granted hereunder, shall be governed by the
applicable Code provisions to the maximum extent possible. Otherwise, the
operation of, and the rights of Optionees under, the Plan, the Option
Agreements, and the Options shall be governed by applicable federal law and
otherwise by the laws of the state of New York.
(b) Rights. Neither the adoption or amendment and
restatement of the Plan nor any action of the Board or the Committee shall be
deemed to give any individual any right to be granted an Option, or any other
right hereunder, unless and until the Committee shall have granted such
individual an Option, and then his or her rights shall be only such as are
provided by the Plan and the Option Agreement.
Any Option under the Plan shall not entitle the holder thereof to any
rights as a shareholder of the Company prior to the exercise of such Option
and the issuance of the Common Shares pursuant thereto. Further,
notwithstanding any provisions of the Plan or any Option Agreement with an
Optionee, the Company and Subsidiaries shall have the right, in their
discretion, to retire a Key Employee at any time pursuant to their retirement
rules or otherwise to terminate a Key Employee's employment or a Consultant's
service at any time for any reason whatsoever.
(c) No Obligation to Exercise Option. The granting of an
Option shall impose no obligation upon an Optionee to exercise such Option.
(d) Non-Transferability. No Option shall be assignable
or transferable by an Optionee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Optionee, any Option
shall be exercisable only by the Optionee or by his or her guardian or legal
representative. If an Optionee is married at the time of exercise of an
Option and if the Optionee so requests at the time of exercise, the
certificate or certificates issued shall be registered in the name of the
Optionee and the Optionee's spouse, jointly, with right of survivorship.
(e) Withholding and Use of Common Shares to Satisfy Tax
Obligations. The obligation of the Company to deliver Common Shares or to pay
cash to a Key Employee pursuant to any Option under the Plan shall be subject
to applicable federal, state and local tax withholding requirements. Subject
to the withholding requirements of applicable federal tax laws, the Committee,
in its discretion (and subject to such withholding rules ("Withholding Rules")
as shall be adopted by the Committee), may permit the Key Employee to satisfy
the minimum required federal withholding tax, in whole or in part, by electing
to have the Company withhold (or by returning to the Company) Common Shares,
which shares shall be valued, for this purpose, at their Fair Market Value on
the date of exercise of the Option (or if later, the date on which the Key
Employee recognizes ordinary income with respect to such Option) (the
"Determination Date").
An election to use Common Shares to satisfy federal tax withholding
requirements must be made in compliance with and subject to the Withholding
Rules. The Company may not withhold Common Shares in excess of the number
necessary to satisfy the minimum federal income tax withholding requirements.
In the event Common Shares acquired under the exercise of an ISO are used to
satisfy such withholding requirement, such Common Shares must have been held
by the Key Employee for a period of not less than the holding period described
in section 422(a)(1) of the Code on the Determination Date, or if such Common
Shares were acquired through the exercise of an NQSO or of an option under a
similar plan, such option must have been granted to the Key Employee at least
six months prior to the Determination Date.
(f) Listing and Registration of Common Shares. Each
Option shall be subject to the requirement that, if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the Common Shares covered thereby upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Option or the purchase or vesting of
Common Shares thereunder, or that action by the Company or by the Optionee
should be taken in order to obtain an exemption from any such requirement, no
such Option may be exercised, in whole or in part, unless and until such
listing, registration, qualification, consent, approval, or action shall have
been effected, obtained, or taken under conditions acceptable to the
Committee. Without limiting the generality of the foregoing, each Optionee or
his or her legal representative or beneficiary may also be required to give
satisfactory assurance that Common Shares purchased upon exercise of an Option
are being purchased for investment and not with a view to distribution, and
certificates representing such Common Shares may be legended accordingly.