MAY BE
GRANTED STOCK OPTIONS, SEPARATELY EXERCISABLE STOCK APPRECIATION RIGHTS AND
DIRECT STOCK ISSUANCES UNDER THE PLAN PER CALENDAR YEAR, (III) THE NUMBER AND/OR
CLASS OF SECURITIES FOR WHICH GRANTS ARE
3
SUBSEQUENTLY TO BE MADE UNDER THE AUTOMATIC OPTION GRANT PROGRAM TO NEW AND
CONTINUING NON-EMPLOYEE BOARD MEMBERS, AND (IV) THE NUMBER AND/OR CLASS OF
SECURITIES AND THE EXERCISE PRICE PER SHARE IN EFFECT UNDER EACH OUTSTANDING
OPTION UNDER THE PLAN.
SUCH ADJUSTMENTS TO THE OUTSTANDING OPTIONS ARE TO BE
EFFECTED IN A MANNER WHICH SHALL PRECLUDE THE ENLARGEMENT OR DILUTION OF RIGHTS
AND BENEFITS UNDER SUCH OPTIONS.
THE ADJUSTMENTS DETERMINED BY THE PLAN
ADMINISTRATOR SHALL BE FINAL, BINDING AND CONCLUSIVE.
E.
SHOULD THE CORPORATION EFFECT A
DIVESTITURE OF ONE OR MORE SUBSIDIARIES THROUGH A DISTRIBUTION OR SPIN-OFF TO
THE CORPORATION'S STOCKHOLDERS OF THE SECURITIES OF THE SUBSIDIARY HELD BY THE
CORPORATION ("DIVESTITURE"), THEN THE PLAN ADMINISTRATOR MAY, IN ITS SOLE
DISCRETION, MAKE APPROPRIATE ADJUSTMENTS TO THE NUMBER AND/OR CLASS OF
SECURITIES SUBJECT TO EACH OUTSTANDING OPTION AND THE EXERCISE PRICE PAYABLE PER
SHARE IN ORDER TO REFLECT THE EFFECT OF THE DIVESTITURE ON THE CORPORATION'S
CAPITAL STRUCTURE AND THE RELATIVE FAIR MARKET VALUES OF THE COMMON STOCK AND
THE DISTRIBUTED SECURITIES OF THE SUBSIDIARY FOLLOWING THE DIVESTITURE.
SUCH
ADJUSTMENT MAY INCLUDE THE DIVISION OF THE OPTION INTO TWO SEPARATE OPTIONS, ONE
FOR THE SHARES OF COMMON STOCK AT THE TIME SUBJECT TO THE OPTION AND A SECOND
OPTION FOR THE SECURITIES OF THE SUBSIDIARY DISTRIBUTABLE WITH RESPECT TO THOSE
SHARES.
THE PLAN ADMINISTRATOR MAY ALSO, IN ITS SOLE DISCRETION, ACCELERATE THE
VESTING AND EXERCISABILITY OF THE OPTION (OR ANY SEPARATED OPTION) WITH RESPECT
TO ONE OR MORE SHARES OF THE COMMON STOCK OR DISTRIBUTED SECURITIES AT THE TIME
SUBJECT TO SUCH OPTION (OR THE SEPARATED OPTION), IF AND TO THE EXTENT THE
OPTIONEE IS TO REMAIN IN THE CORPORATION'S SERVICE FOLLOWING SUCH DIVESTITURE OR
IS OTHERWISE TO PROVIDE SERVICES TO THE DIVESTED SUBSIDIARY.
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ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
I.
OPTION TERMS
Each option shall be evidenced by one or more documents in the form approved by
the Plan Administrator; provided, however, that each such document shall comply
with the terms specified below.
Each document evidencing an Incentive Option
shall, in addition, be subject to the provisions of the Plan applicable to such
options.
A.
EXERCISE PRICE.
1.
THE EXERCISE PRICE PER SHARE SHALL BE
FIXED BY THE PLAN ADMINISTRATOR BUT SHALL NOT BE LESS THAN ONE HUNDRED PERCENT
(100%) OF THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON THE OPTION GRANT
DATE.
2.
THE EXERCISE PRICE SHALL BECOME
IMMEDIATELY DUE UPON EXERCISE OF THE OPTION AND SHALL, SUBJECT TO THE PROVISIONS
OF SECTION I OF ARTICLE FIVE AND THE DOCUMENTS EVIDENCING THE OPTION, BE PAYABLE
IN ONE OR MORE OF THE FORMS SPECIFIED BELOW:
(I)
CASH OR CHECK MADE PAYABLE TO THE
CORPORATION,
(II)
SHARES OF COMMON STOCK HELD FOR THE
REQUISITE PERIOD NECESSARY TO AVOID A CHARGE TO THE CORPORATION'S EARNINGS