THE
STOCK EXCHANGE DETERMINED BY THE BOARD TO BE THE PRIMARY MARKET FOR THE COMMON
STOCK, AS SUCH PRICE IS OFFICIALLY QUOTED IN THE COMPOSITE TAPE OF TRANSACTIONS
ON SUCH EXCHANGE AND PUBLISHED IN THE WALL STREET JOURNAL. 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.
GOOD REASON SHALL MEAN YOUR RESIGNATION
WITHIN NINETY (90) DAYS OF THE OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING
EVENTS WITHOUT YOUR WRITTEN CONSENT, PROVIDED THAT YOU COMPLY WITH A REASONABLE
GOOD REASON PROCESS PROVIDING THE CORPORATION WITH AN OPPORTUNITY TO CURE THE
ALLEGED GOOD REASON: (A) A MATERIAL REDUCTION IN YOUR BASE SALARY AND/OR TARGET
BONUS OTHER THAN IN CONNECTION WITH A CORPORATION-WIDE REDUCTION IN EXECUTIVE
COMPENSATION, (B) A MATERIAL REDUCTION IN YOUR BENEFITS, OTHER THAN IN
CONNECTION WITH A CORPORATION-WIDE REDUCTION IN EXECUTIVE BENEFITS, (C) A
MATERIAL AND SIGNIFICANT REDUCTION IN YOUR AUTHORITY, TITLE AND/OR DUTIES
WITHOUT SUFFICIENT BASIS, (D) A REQUIREMENT THAT YOU RELOCATE MORE THAN
THIRTY-FIVE (35) MILES FROM YOUR THEN-CURRENT OFFICE LOCATION. NOTWITHSTANDING
THE FOREGOING SENTENCE, YOUR RECEIPT OF LESS BONUS OR NO BONUS AS A RESULT OF
NOT MEETING THE RELEVANT GOALS FOR A BONUS IS NOT A GOOD REASON.
N.
GRANT DATE SHALL MEAN THE DATE OF GRANT OF
THE OPTION AS SPECIFIED IN THE GRANT NOTICE.
O.
GRANT NOTICE SHALL MEAN THE NOTICE OF
GRANT OF STOCK OPTION ACCOMPANYING THE AGREEMENT, PURSUANT TO WHICH OPTIONEE HAS
BEEN INFORMED OF THE BASIC TERMS OF THE OPTION EVIDENCED HEREBY.
P.
INCUMBENT DIRECTORS SHALL MEAN MEMBERS
OF THE BOARD WHO ARE (A) MEMBERS OF THE BOARD AS OF THE DATE HEREOF, OR
(B) ELECTED, OR NOMINATED FOR ELECTION, TO THE BOARD WITH THE AFFIRMATIVE VOTES
OF AT LEAST A MAJORITY OF THE INCUMBENT DIRECTORS AT THE TIME OF SUCH ELECTION
OR NOMINATION.
Q.
MISCONDUCT SHALL MEAN THE COMMISSION OF
ANY ACT OF FRAUD, EMBEZZLEMENT OR DISHONESTY BY OPTIONEE, ANY UNAUTHORIZED USE
OR DISCLOSURE BY OPTIONEE OF CONFIDENTIAL INFORMATION OR TRADE SECRETS OF THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY), OR ANY OTHER INTENTIONAL MISCONDUCT
BY OPTIONEE 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 OPTIONEE OR ANY OTHER INDIVIDUAL IN THE SERVICE OF THE CORPORATION
(OR ANY PARENT OR SUBSIDIARY).
R.
NON-STATUTORY OPTION SHALL MEAN AN OPTION
NOT INTENDED TO SATISFY THE REQUIREMENTS OF CODE SECTION 422.
S.
NOTICE OF EXERCISE SHALL MEAN THE NOTICE
OF EXERCISE IN THE FORM ATTACHED HERETO AS EXHIBIT I.
T.
OPTION SHARES SHALL MEAN THE NUMBER OF
SHARES OF COMMON STOCK SUBJECT TO THE OPTION AS SPECIFIED IN THE GRANT NOTICE.
U.
OPTIONEE SHALL MEAN THE