ON ANY STOCK EXCHANGE, THEN THE
FAIR MARKET VALUE SHALL BE THE CLOSING SELLING PRICE PER SHARE OF COMMON STOCK
ON THE DATE IN QUESTION ON THE STOCK EXCHANGE DETERMINED BY THE PLAN
ADMINISTRATOR TO BE THE PRIMARY MARKET FOR THE COMMON STOCK, AS SUCH PRICE IS
OFFICIALLY QUOTED IN THE COMPOSITE TAPE OF TRANSACTIONS ON SUCH EXCHANGE.
IF
THERE IS NO CLOSING SELLING PRICE FOR THE COMMON STOCK ON THE DATE IN QUESTION,
THEN THE FAIR MARKET VALUE SHALL BE THE CLOSING SELLING PRICE ON THE LAST
PRECEDING DATE FOR WHICH SUCH QUOTATION EXISTS.
M.
HOSTILE TAKE-OVER SHALL MEAN THE ACQUISITION, DIRECTLY OR
INDIRECTLY, BY ANY PERSON OR RELATED GROUP OF PERSONS (OTHER THAN THE
CORPORATION OR A PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY,
OR IS UNDER COMMON CONTROL WITH, THE CORPORATION) OF BENEFICIAL OWNERSHIP
(WITHIN THE MEANING OF RULE 13D-3 OF THE 1934 ACT) OF SECURITIES POSSESSING MORE
THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF THE CORPORATION'S
OUTSTANDING SECURITIES PURSUANT TO A TENDER OR EXCHANGE OFFER MADE DIRECTLY TO
THE CORPORATION'S STOCKHOLDERS WHICH THE BOARD DOES NOT RECOMMEND SUCH
STOCKHOLDERS TO ACCEPT.
N.
INCENTIVE OPTION SHALL MEAN AN OPTION WHICH SATISFIES THE
REQUIREMENTS OF CODE SECTION 422.
O.
INVOLUNTARY TERMINATION SHALL MEAN, EXCEPT AS OTHERWISE DETERMINED
BY THE PLAN ADMINISTRATOR, THE TERMINATION OF THE SERVICE OF ANY INDIVIDUAL
WHICH OCCURS BY REASON OF:
A-2
1.
SUCH INDIVIDUAL'S INVOLUNTARY DISMISSAL OR DISCHARGE BY THE CORPORATION
(OR ANY PARENT OR SUBSIDIARY) FOR REASONS OTHER THAN MISCONDUCT, OR
2.
SUCH INDIVIDUAL'S VOLUNTARY RESIGNATION FOLLOWING (A) A MATERIAL
REDUCTION IN THE SCOPE OF HIS OR HER DAY TO DAY RESPONSIBILITIES AT THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY), IT BEING UNDERSTOOD THAT A CHANGE IN
SUCH INDIVIDUAL'S TITLE SHALL NOT, IN AND OF ITSELF, BE DEEMED A MATERIAL
REDUCTION, (B) A REDUCTION IN HIS OR HER BASE SALARY OR (C) A RELOCATION OF SUCH
INDIVIDUAL'S PLACE OF EMPLOYMENT BY MORE THAN FIFTY (50) MILES, PROVIDED AND
ONLY IF SUCH CHANGE, REDUCTION OR RELOCATION IS EFFECTED BY THE CORPORATION (OR
ANY PARENT OR SUBSIDIARY) WITHOUT THE INDIVIDUAL'S CONSENT.
P.
MISCONDUCT SHALL MEAN THE COMMISSION OF ANY ACT OF FRAUD,
EMBEZZLEMENT OR DISHONESTY BY THE OPTIONEE OR PARTICIPANT, ANY UNAUTHORIZED USE
OR DISCLOSURE BY SUCH PERSON OF CONFIDENTIAL INFORMATION OR TRADE SECRETS OF THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY), OR ANY OTHER INTENTIONAL MISCONDUCT
BY SUCH PERSON ADVERSELY AFFECTING THE BUSINESS OR AFFAIRS OF THE CORPORATION
(OR ANY PARENT OR SUBSIDIARY) IN A MATERIAL MANNER.
THE FOREGOING DEFINITION
SHALL NOT BE DEEMED TO BE INCLUSIVE OF ALL THE ACTS OR OMISSIONS WHICH THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY) MAY CONSIDER AS GROUNDS FOR THE
DISMISSAL OR DISCHARGE OF ANY OPTIONEE, PARTICIPANT OR OTHER PERSON IN THE
SERVICE OF THE CORPORATION (OR ANY PARENT OR SUBSIDIARY).
Q.
1934 ACT SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
R.
NON-STATUTORY OPTION SHALL MEAN AN OPTION NOT INTENDED TO SATISFY
THE REQUIREMENTS OF CODE SECTION