Chesapeake's 1996 Stock Option Plan, as amended



 Exhibit 10.1.4 
 CHESAPEAKE ENERGY CORPORATION 
 1996 STOCK OPTION PLAN 
 Effective Date: December 13, 1996 
 (as
amended through February 13, 2006) 







 CHESAPEAKE ENERGY CORPORATION 
 1996 STOCK OPTION PLAN 
 Table of Contents 
  

			
	 	  	Page
	 ARTICLE I
	  	
	 PURPOSE
	  	1
	 Section 1.1    Purpose
	  	1
	 Section 1.2    Establishment
	  	1
	 Section 1.3    Shares Subject to the Plan
	  	1
	 Section 1.4    Shareholder Approval
	  	1
		
	 ARTICLE II
	  	
	 DEFINITIONS
	  	1
		
	 ARTICLE III
	  	
	 ADMINISTRATION
	  	2
	 Section 3.1    Administration of the Plan; the Committee
	  	2
	 Section 3.2    Committee to Make Rules and Interpret Plan
	  	3
		
	 ARTICLE IV
	  	
	 GRANT OF OPTIONS
	  	3
		
	 ARTICLE V
	  	
	 ELIGIBILITY
	  	4
		
	 ARTICLE VI
	  	
	 STOCK OPTIONS
	  	4
	 Section 6.1    Grant of Options
	  	4
	 Section 6.2    Conditions of Options
	  	4
	 Section 6.3    Options Not Qualifying as Incentive Stock Options
	  	5
		
	 ARTICLE VII
	  	
	 STOCK ADJUSTMENTS
	  	6
		
	 ARTICLE VIII
	  	
	 GENERAL
	  	6
	 Section 8.1    Amendment or Termination of Plan
	  	6
	 Section 8.2    Acceleration of Otherwise Unexercisable Stock Options on Death, Disability or Other Special
Circumstances.
	  	7
	 Section 8.3    Nonassignability
	  	7
	 Section 8.4    Withholding Taxes
	  	7
	 Section 8.5    Amendments to Options
	  	7
	 Section 8.6    Regulatory Approval and Listings
	  	7
	 Section 8.7    Right to Continued Employment
	  	7
	 Section 8.8    Reliance on Reports
	  	7
	 Section 8.9    Construction
	  	8
	 Section 8.10    Governing Law
	  	8
		
	 ARTICLE IX
	  	
	 ACCELERATION OF OPTIONS UPON CORPORATE EVENT
	  	8
	 Section 9.1    Procedures for Acceleration and Exercise
	  	8
	 Section 9.2    Certain Additional Payments by the Company
	  	8

  

 -2- 








 ARTICLE I 
 PURPOSE 
 Section 1.1 Purpose. This Stock Option Plan is established by Chesapeake
Energy Corporation (the “Company”) to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced
individuals who by their position, ability and diligence are able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the granting of Options to Participants on the terms and subject to the
conditions set forth in the Plan. 
 Section 1.2 Establishment. The Plan is effective as of December 13, 1996 (the
“Effective Date”) and for a period of 10 years from such date. The Plan will terminate on December 12, 2006, however, it will continue in effect until all matters relating to the exercise of Options and administration of the Plan have
been settled. 
 The Plan shall be approved by the holders of a majority of the outstanding shares of Common Stock, present, or represented,
and entitled to vote at a meeting called for such purposes, which approval must occur within the period ending twelve months after the date the Plan is adopted by the Board. Pending such approval by the shareholders, Options under the Plan may be
granted to Participants, but no such Options may be exercised prior to receipt of shareholder approval. In the event shareholder approval is not obtained within such twelve-month period, all such Options shall be void. 
 Section 1.3 Shares Subject to the Plan. Subject to Articles IV, VII and IX of this Plan, shares of stock covered by Options shall
consist of Six Million (6,000,000) shares of Common Stock. 
 Section 1.4 Shareholder Approval. The Plan shall be
approved by the holders of a majority of the outstanding shares of Common Stock, present, or represented, and entitled to vote at a meeting called for such purposes, which approval must occur within the period ending twelve months after the date the
Plan is adopted by the Board. Pending such approval by the shareholders, Options under the Plan may be granted to Participants, but no such Options may be exercised prior to receipt of shareholder approval. In the event shareholder approval is not
obtained within such twelve-month period, all such Options shall be void. 
 ARTICLE II 
 DEFINITIONS 
 Section 2.1
“Board” means the Board of Directors of the Company. 
 Section 2.2 “Code” means the Internal
Revenue Code of 1986, as amended. Reference in the Plan to any Section of the Code shall be deemed to include any amendments or successor provisions to such Section and any regulations under such section. 
 Section 2.3 “Common Stock” means the common stock, par value $.01 per share, of the Company, and after substitution, such
other stock as shall be substituted therefor as provided in Article VII or Article IX of the Plan. 
 Section 2.4 “Date
of Grant” means the date on which the granting of an Option is authorized by the Committee or such later date as may be specified by the Committee in such authorization. 
 Section 2.5 “Disability” means termination of a Participant after incurring a “disability” as defined in
Section 22(e)(3) of the Code. 
 Section 2.6 “Eligible Employee” means any employee of the Company, a
Subsidiary or a partnership or limited liability company which the Company controls. 
  

 -1- 








 Section 2.7 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 Section 2.8 “Executive Officer Participants” means Participants who are subject to the provisions of
Section 16 of the Exchange Act. 
 Section 2.9 “Fair Market Value” means (A) during such time as the
Common Stock is listed upon the New York Stock Exchange or other exchanges or the NASDAQ/National Market System, the closing price of the Common Stock on such stock exchange or exchanges or the NASDAQ/National Market System on the day for which such
value is to be determined, or if no sale of the Common Stock shall have been made on any such stock exchange or the NASDAQ/National Market System that day, on the next preceding day on which there was a sale of such Common Stock or (B) during
any such time as the Common Stock is not listed upon an established stock exchange or the NASDAQ/National Market System, the mean between dealer “bid” and “ask” prices of the Common Stock in the over-the-counter market on the day
for which such value is to be determined, as reported by the National Association of Securities Dealers, Inc. 
 Section 2.10
“Incentive Stock Option” means an Option within the meaning of Section 422 of the Code. 
 Section 2.11
“Non-Executive Officer Participants” means Participants who are not subject to the provisions of Section 16 of the Exchange Act. 
 Section 2.12 “Nonqualified Stock Option” means an Option which is not an Incentive Stock Option. 
 Section 2.13 “Option” means an Option granted under Article VI of the Plan and includes both Nonqualified Options and Incentive Stock Options to purchase shares of Common Stock.

 Section 2.14 “Option Agreement” means any written instrument that establishes the terms, conditions,
restrictions, and/or limitations applicable to an Option in addition to those established by this Plan and by the Committee’s exercise of its administrative powers. 
 Section 2.15 “Participant” means an Eligible Employee to whom an Option has been granted by the Committee under the Plan. 
 Section 2.16 “Plan” means the Chesapeake Energy Corporation 1996 Stock Option Plan. 
 Section 2.17 “Regular Stock Option Committee” means the Employee Compensation and Benefits Committee designated by the Board
which shall consist of not less than one member of the Board. 
 Section 2.18 “Special Stock Option Committee”
means a committee designated by the Board which shall consist of not less than two members of the Board who meet the definition of “non-employee director” pursuant to Rule 16b-3, or any successor rule, promulgated under Section 16 of
the Exchange Act. 
 Section 2.19 “Subsidiary” shall have the same meaning set forth in Section 424 of the
Code. 
 ARTICLE III 
 ADMINISTRATION 
 Section 3.1 Administration of the Plan; the Committee. For purposes of administration,
the Plan shall be deemed to consist of two separate stock option plans, a “Non-Executive Officer Participant Plan” which is limited to Non-Executive Officer Participants and an “Executive Officer Participant Plan” which is
limited to Executive Officer Participants. Except for administration and the category of Participants eligible to receive Options, the terms of the Non-Executive Officer Participant Plan and the Executive Officer Participant Plan are identical.

  

 -2- 








 The Non-Executive Officer Participant Plan shall be administered by the Regular Stock Option Committee
and the Executive Officer Participant Plan shall be administered by either (i) the Special Stock Option Committee or (ii) the Board. Accordingly, with respect to decisions relating to Non-Executive Officer Participants, including the grant
of Options, the term “Committee” shall mean only the Regular Stock Option Committee; and, with respect to all decisions relating to the Executive Officer Participants, including the grant of Options, the term “Committee” shall
mean either the Special Stock Option Committee or the Board. 
 Unless otherwise provided in the by-laws of the Company or the resolutions
adopted from time to time by the Board establishing the Committee, the Board may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filled by the Board. The Committee shall
hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts reduced to or approved in
writing by a majority of the members of the Committee shall be the valid acts of the Committee. 
 Subject to the provisions of the Plan, the
Committee shall have exclusive power to: 
 (a) Select the Participants to be granted Options. 
 (b) Determine the time or times when Options will be granted. 
 (c) Determine the form of an Option, whether an Incentive Stock Option or a Nonqualified Stock Option, the number of shares of Common
Stock subject to the Option, all the terms, conditions (including performance requirements), restrictions and/or limitations, if any, of an Option, including the time and conditions of exercise or vesting, and the terms of any Option Agreement,
which may include the waiver or amendment of prior terms and conditions or acceleration or early vesting under certain circumstances determined by the Committee. 
 (d) Determine whether Options will be granted singly or in combination. 
 (e) Accelerate the vesting or exercise of an Option when such action or actions would be in the best interest of the Company. 

(f) Take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan. 

Section 3.2 Committee to Make Rules and Interpret Plan. The Committee in its sole discretion shall have the authority, subject to
the provisions of the Plan, to establish, adopt, or revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee’s
interpretation of the Plan or any Options granted pursuant hereto and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties. 
 ARTICLE IV 
 GRANT OF OPTIONS

 The Committee may, from time to time, grant Options to one or more Participants, provided, however, that: 
 (a) Subject to Article VII, the aggregate number of shares of Common Stock made subject to the grant of Options to any Participant in any
fiscal year of the Company may not exceed 500,000. 
  

 -3- 








 (b) Any shares of Common Stock related to Options which terminate by expiration,
forfeiture, cancellation or otherwise without the issuance of shares of Common Stock shall be available again for grant under the Plan. 
 (c) Common Stock delivered by the Company upon exercise of an Option under the Plan may be authorized and unissued Common Stock or Common Stock held in the treasury of the Company or may be purchased on the open
market or by private purchase. 
 (d) The Committee shall, in its sole discretion, determine the manner in which fractional
shares arising under this Plan shall be treated. 
 (e) Separate certificates representing Common Stock to be delivered to a
Participant upon the exercise of any Option will be issued to such Participant. 
 ARTICLE V 
 ELIGIBILITY 
 Subject to the
provisions of the Plan, the Committee shall, from time to time, select from the Eligible Employees those to whom Options shall be granted and shall determine the type or types of Options to be granted and shall establish in the related Option
Agreements the terms, conditions, restrictions and/or limitations, if any, applicable to the Options in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee. 
 ARTICLE VI 
 STOCK OPTIONS

 Section 6.1 Grant of Options. The Committee may, from time to time, subject to the provisions of the Plan and such
other terms and conditions as it may determine, grant Options to Participants. These Options may be Incentive Stock Options or Nonqualified Stock Options, or a combination of both. Each grant of an Option shall be evidenced by an Option Agreement
executed by the Company and the Participant, and shall contain such terms and conditions and be in such form as the Committee may from time to time approve, subject to the requirements of Section 6.2. 
 Section 6.2 Conditions of Options. Each Option so granted shall be subject to the following conditions: 
 (a) Exercise Price. As limited by Section 6.2(e) below, each Option shall state the exercise price which shall be set by the
Committee at the Date of Grant. Except as provided below, no Nonqualified Stock Option shall be granted at an exercise price which is less than the Fair Market Value of the Common Stock on the Date of Grant. Notwithstanding the foregoing,
Nonqualified Stock Options, not exceeding ten percent (10%) of the Options which can be issued under this Plan, may be granted at an exercise price which is not less than eighty-five percent (85%) of the Fair Market Value of the Common
Stock on the Date of Grant. 
 (b) Form of Payment. The exercise price of an Option may be paid (i) in cash or by
check, bank draft or money order payable to the order of the Company; (ii) by delivering shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the exercise price; (iii) by directing the Company to
withhold from the shares of Common Stock to be delivered to the Participant upon exercise of the Option shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the exercise price; or (iv) a combination of
the foregoing. In addition to the foregoing, any Option granted under the Plan may be exercised by a broker-dealer acting on behalf of a Participant if (A) the broker-dealer has received from the Participant or the Company a notice evidencing
the exercise of such Option and instructions signed by the Participant requesting the Company to deliver the shares of Common Stock subject 
  

 -4- 








 to such Option to the broker-dealer on behalf of the Participant and specifying the account into which
such shares should be deposited, (B) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise or, in the case of an Incentive Stock Option, upon the disposition of such shares and (C) the
broker-dealer and the Participant have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR, Part 220 and any successor rules and regulations applicable to such exercise. 
 (c) Exercise of Options. Options granted under the Plan shall be exercisable, in whole or in such installments and at such times,
and shall expire at such time, as shall be provided by the Committee in the Option Agreement. Exercise of an Option shall be by written notice stating the election to exercise in the form and manner determined by the Committee. Every share of Common
Stock acquired through the exercise of an Option shall be deemed to be fully paid at the time of exercise and payment of the exercise price. 
 (d) Other Terms and Conditions. Among other conditions that may be imposed by the Committee, if deemed appropriate, are those relating to (i) the period or periods and the conditions of exercisability of
any Option; (ii) the minimum periods during which Participants must be employed by the Company, its Subsidiaries or a partnership or limited liability company which is controlled by the Company, or must hold Options before they may be
exercised; (iii) the minimum periods during which shares acquired upon exercise must be held before sale or transfer shall be permitted; (iv) conditions under which such Options or shares may be subject to forfeiture; (v) the
frequency of exercise or the minimum or maximum number of shares that may be acquired at any one time and (vi) the achievement by the Company of specified performance criteria. 
 (e) Special Restrictions Relating to Incentive Stock Options. Options issued in the form of Incentive Stock Options shall not be
granted to directors who are not also Eligible Employees and shall, in addition to being subject to all applicable terms, conditions, restrictions and/or limitations established by the Committee, comply with the requirements of Section 422 of
the Code (or any successor Section thereto), including, without limitation, the requirement that the exercise price of an Incentive Stock Option not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant, the requirement
that each Incentive Stock Option, unless sooner exercised, terminated or cancelled, expire no later than 10 years from its Date of Grant, the requirement that Incentive Stock Options be granted only to Eligible Employees of the Company or a
Subsidiary, and the requirement that the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year
(under this Plan or any other plan of the Company or any Subsidiary) not exceed $100,000. Incentive Stock Options which are in excess of the applicable $100,000 limitation will be automatically recharacterized as Nonqualified Stock Options as
provided under Section 6.3 of this Plan. No Incentive Stock Options shall be granted to any Eligible Employee if, immediately before the grant of an Incentive Stock Option, such Eligible Employee owns more than 10% of the total combined voting
power of all classes of stock of the Company or its Subsidiaries (as determined in accordance with the stock attribution rules contained in Sections 422 and 424(d) of the Code). Provided, the preceding sentence shall not apply if, at the time the
Incentive Stock Option is granted, the exercise price is at least 110% of the Fair Market Value of the Common Stock subject to the Incentive Stock Option, and such Incentive Stock Option by its terms is exercisable no more than five years from the
date such Incentive Stock Option is granted. 
 (f) Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Options will be used for general corporate purposes. 
 (g) Shareholder Rights. No
Participant shall have a right as a shareholder with respect to any share of Common Stock subject to an Option prior to purchase of such shares of Common Stock by exercise of the Option. 
 Section 6.3 Options Not Qualifying as Incentive Stock Options. With respect to all or any portion of any Option granted under this
Plan not qualifying as an “incentive stock option” under Section 422 of the Code, such Option shall be considered as a Nonqualified Stock Option granted under this Plan for all purposes. Further, this Plan and any 
  

 -5- 








 Incentive Stock Options granted hereunder shall be deemed to have incorporated by reference all the provisions and
requirements of Section 422 of the Code (and the Treasury Regulations issued thereunder) which are required to provide that all Incentive Stock Options granted hereunder shall be “incentive stock options” described in Section 422
of the Code. Further, in the event that the Committee grants Incentive Stock Options under this Plan to a Participant, and, in the event that the applicable limitation contained in Section 6.2(e) herein is exceeded, then, such Incentive Stock
Options in excess of such limitation shall be treated as Nonqualified Stock Options under this Plan subject to the terms and provisions of the applicable Option Agreement, except to the extent modified to reflect recharacterization of the Incentive
Stock Options as Nonqualified Stock Options. 
 ARTICLE VII 
 STOCK ADJUSTMENTS 
 Subject to the provision of Article IX of this Plan, in the
event that the shares of Common Stock, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, stock split, combination of shares or otherwise), or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend, or a dividend on the shares of Common
Stock or rights or warrants to purchase securities of the Company shall be made, then there shall be substituted for or added to each share available under and subject to the Plan as provided in Section 1.3 hereof, and each share theretofore
appropriated or thereafter subject or which may become subject to Options under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share
shall be exchanged or to which each such share shall be entitled, as the case may be, on a fair and equivalent basis in accordance with the applicable provisions of Section 424 of the Code; provided, however, in no such event will such
adjustment result in a modification of any Option as defined in Section 424(h) of the Code. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock, or any stock or other securities into
which the Common Stock shall have been changed or for which it shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the shares available under and subject to
the Plan, or in any Option theretofore granted or which may be granted under the Plan, such adjustments shall be made in accordance with such determination, except that no adjustment of the number of shares of Common Stock available under the Plan
or to which any Option relates that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made would require an increase or decrease of at least 1% in the number of
shares of Common Stock available under the Plan or to which any Option relates immediately prior to the making of such adjustment (the “Minimum Adjustment”). Any adjustment representing a change of less than such minimum amount shall be
carried forward and made as soon as such adjustment together with other adjustments required by this Article VII and not previously made would result in a Minimum Adjustment. Notwithstanding the foregoing, any adjustment required by this Article VII
which otherwise would not result in a Minimum Adjustment shall be made with respect to shares of Common Stock relating to any Option immediately prior to exercise of such Option. 
 No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. 
 ARTICLE VIII 
 GENERAL 
 Section 8.1
Amendment or Termination of Plan. The Board may suspend or terminate the Plan at any time. In addition, the Board may, from time to time, amend the Plan in any manner, but may not without shareholder approval adopt any amendment which would
increase the aggregate number of shares of Common Stock available under the Plan (except by operation of Article VII); provided, that any amendment to the Plan shall require approval of the shareholders if, in the opinion of counsel to the Company,
such approval is required by any Federal or state law or any regulations or rules promulgated thereunder. 
  

 -6- 








 Section 8.2 Acceleration of Otherwise Unexercisable Stock Options on Death, Disability or
Other Special Circumstances. The Committee, in its sole discretion, may permit (i) a Participant who terminates employment due to a Disability, (ii) the personal representative of a deceased Participant, or (iii) any other
Participant who terminates employment upon the occurrence of special circumstances (as determined by the Committee) to purchase all or any part of the shares subject to any unvested Option on the date of the Participant’s Disability, death, or
as the Committee otherwise so determines. With respect to Options which have already vested at the date of such termination or the vesting of which is accelerated by the Committee in accordance with the foregoing provision, the Participant shall
automatically have the right to exercise such vested Options within three months of such date of termination of employment or one year in the case of a Participant suffering a Disability or three years in the case of a deceased Participant. .

 Section 8.3 Nonassignability. No Option shall be subject in any manner to alienation, anticipation, sale, transfer,
assignment, pledge, or encumbrance, except for transfer by will or the laws of descent and distribution. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or to subject to execution, attachment or similar process, any
Option contrary to the provisions hereof, shall be void and ineffective, shall give no right to any purported transferee, and may, at the sole discretion of the Committee, result in forfeiture of the Option involved in such attempt. 
 Section 8.4 Withholding Taxes. A Participant may pay the amount of taxes required by law upon the exercise of an Option in cash.

 Section 8.5 Amendments to Options. The Committee may at any time unilaterally amend the terms of any Option Agreement,
whether or not presently exercisable or vested, to the extent it deems appropriate; provided, however, that any such amendment which is adverse to the Participant shall require the Participant’s consent. 
 Section 8.6 Regulatory Approval and Listings. The Company shall use its best efforts to file with the Securities and Exchange
Commission as soon as practicable following the Effective Date, and keep continuously effective and usable, a Registration Statement on Form S-8 with respect to shares of Common Stock subject to Options hereunder. Notwithstanding anything contained
in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates representing shares of Common Stock subject to Options prior to: 
 (a) the obtaining of any approval from, or satisfaction of any waiting period or other condition imposed by, any governmental agency which
the Committee shall, in its sole discretion, determine to be necessary or advisable; 
 (b) the admission of such shares to
listing on the stock exchange on which the Common Stock may be listed; and 
 (c) the completion of any registration or other
qualification of such shares under any state or Federal law or ruling of any governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable. 
 Section 8.7 Right to Continued Employment. Participation in the Plan shall not give any Eligible Employee any right to remain in the
employ of the Company or any Subsidiary. Further, the adoption of this Plan shall not be deemed to give any Eligible Employee or any other individual any right to be selected as a Participant or to be granted an Option. 
 Section 8.8 Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying or
acting in good faith upon any report made by the independent public accountants of the Company and its Subsidiaries and upon any other information furnished in connection with the Plan by any person or persons other than himself. In no event shall
any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such report or information or for any action taken, including the
furnishing of information, or failure to act, if in good faith. 
  

 -7- 








 Section 8.9 Construction. Masculine pronouns and other words of masculine gender shall
refer to both men and women. The titles and headings of the sections in the Plan are for the convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 Section 8.10 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma except as
superseded by applicable Federal law. 
 ARTICLE IX 
 ACCELERATION OF OPTIONS UPON CORPORATE EVENT 
 Section 9.1 Procedures for Acceleration
and Exercise. If the Company shall, pursuant to action by the Board, at any time propose to dissolve or liquidate or merge into, consolidate with, or sell or otherwise transfer all or substantially all of its assets to another corporation and
provision is not made pursuant to the terms of such transaction for the assumption by the surviving, resulting or acquiring corporation of outstanding Options under the Plan, or for the substitution of new options therefor, the Committee shall cause
written notice of the proposed transaction to be given to each Participant no less than forty days prior to the anticipated effective date of the proposed transaction, and his Option shall become 100% vested and, prior to a date specified in such
notice, which shall be not more than ten days prior to the anticipated effective date of the proposed transaction, each Participant shall have the right to exercise his Option to purchase any or all of the Common Stock then subject to such Option.
Each Participant, by so notifying the Company in writing, may, in exercising his Option, condition such exercise upon, and provide that such exercise shall become effective at the time of, but immediately prior to, the consummation of the
transaction, in which event such Participant need not make payment for the Common Stock to be purchased upon exercise of such Option until five days after written notice by the Company to such Participant that the transaction has been consummated.
If the transaction is consummated, each Option, to the extent not previously exercised prior to the date specified in the foregoing notice, shall terminate on the effective date of such consummation. If the transaction is abandoned, (i) any
Common Stock not purchased upon exercise of such Option shall continue to be available for purchase in accordance with the other provisions of the Plan and (ii) to the extent that any Option not exercised prior to such abandonment shall have
vested solely by operation of this Section 9.1, such vesting shall be deemed annulled, and the vesting schedule set forth in the Participant’s Option Agreement shall be reinstituted, as of the date of such abandonment. 
 Section 9.2 Certain Additional Payments by the Company. The Committee may, in its sole discretion, provide in any Option Agreement for
certain payments by the Company in the event that acceleration of vesting of any Option under the Plan is considered a payment by the Company (a “Payment”) subject to the excise tax imposed by Section 4999 of the Code or any interest
or penalties with respect to such excise tax (such excise tax, interest and penalties, collectively, the “Excise Tax”). An Option Agreement may provide that the Participant shall be entitled to receive a payment (a “Gross-Up
Payment”) in an amount such that after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Participant retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. 
  

 -8-