SHARES ISSUED HEREUNDER MAY CONSIST, IN WHOLE OR IN PART, OF
AUTHORIZED AND UNISSUED SHARES, TREASURY SHARES OR SHARES PURCHASED IN THE OPEN
MARKET OR OTHERWISE.
(C)
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 4(D), (1) THE NUMBER OF
SHARES THAT MAY BE ISSUED PURSUANT TO OPTIONS INTENDED TO QUALIFY AS INCENTIVE
STOCK OPTIONS SHALL BE 2,300,000 AND (2) THE MAXIMUM NUMBER OF SHARES THAT MAY
BE ISSUED UNDER THE PLAN PURSUANT TO AWARDS OTHER THAN OPTIONS AND STOCK
APPRECIATION RIGHTS SHALL BE 575,000.
(D)
IN THE EVENT OF ANY CHANGE IN CORPORATE CAPITALIZATION, SUCH AS A STOCK
DIVIDEND, STOCK SPLIT OR REVERSE STOCK SPLIT, OR AN EXTRAORDINARY CORPORATE
TRANSACTION, SUCH AS ANY MERGER, REORGANIZATION, CONSOLIDATION,
RECAPITALIZATION, SPIN-OFF, SEPARATION OR OTHER DISTRIBUTION OF STOCK OR
PROPERTY OF THE COMPANY, ANY REORGANIZATION (WHETHER OR NOT SUCH REORGANIZATION
COMES WITHIN THE DEFINITION OF SUCH TERM IN SECTION 368 OF THE CODE), OR ANY
PARTIAL OR COMPLETE LIQUIDATION OF THE COMPANY, THE COMMITTEE MAY MAKE SUCH
SUBSTITUTION OR ADJUSTMENTS TO REFLECT SUCH CHANGE OR TRANSACTION IN (I) THE
AGGREGATE NUMBER AND KIND OF SHARES RESERVED FOR ISSUANCE AWARDS UNDER THE PLAN
(INCLUDING SPECIFIC LIMITS APPLICABLE TO INCENTIVE STOCK OPTIONS, RESTRICTED
STOCK AWARDS, PERFORMANCE AWARDS, OTHER STOCK UNIT AWARDS AND OTHER TYPES OF
AWARDS), (II) THE LIMITATION UPON OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED
STOCK AWARDS, PERFORMANCE AWARDS AND PERFORMANCE UNITS TO BE GRANTED TO ANY
PARTICIPANT IN ANY SPECIFIC PERIOD, TO THE EXTENT SUCH ADJUSTMENT DOES NOT CAUSE
ANY QUALIFIED PERFORMANCE-BASED AWARD TO FAIL TO QUALIFY FOR THE SECTION 162(M)
EXEMPTION, (III) THE NUMBER, KIND AND GRANT PRICE OF SHARES SUBJECT TO
OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS, (IV) THE NUMBER AND KIND OF
SHARES SUBJECT TO OTHER OUTSTANDING AWARDS GRANTED UNDER THE PLAN, AND/OR SUCH
OTHER EQUITABLE MANNER, IN EACH CASE, AS IT MAY DETERMINE TO BE APPROPRIATE IN
ITS SOLE DISCRETION; PROVIDED, HOWEVER, THAT THE NUMBER OF SHARES SUBJECT TO ANY
AWARD SHALL ALWAYS BE A WHOLE NUMBER.
SECTION 5.
ELIGIBILITY.
ANY EMPLOYEE OR
DIRECTOR SHALL BE ELIGIBLE TO BE
SELECTED AS A PARTICIPANT; PROVIDED, HOWEVER, THAT PURSUANT TO SECTION 422 OF
THE CODE, INCENTIVE STOCK OPTIONS SHALL ONLY BE AWARDED TO EMPLOYEES OF THE
COMPANY AND ITS SUBSIDIARIES OR "PARENT CORPORATION" (WITHIN THE MEANING OF
SECTION 424(F) OF THE CODE).
SECTION 6.
STOCK OPTIONS.
OPTIONS MAY BE GRANTED HEREUNDER TO PARTICIPANTS
EITHER ALONE OR IN ADDITION TO OTHER AWARDS GRANTED UNDER THE PLAN.
ANY OPTION
GRANTED UNDER THE PLAN SHALL BE EVIDENCED BY AN AWARD AGREEMENT IN SUCH FORM AS
THE COMMITTEE MAY FROM TIME TO TIME APPROVE.
ANY SUCH OPTION SHALL BE SUBJECT
TO THE FOLLOWING TERMS AND CONDITIONS AND TO SUCH ADDITIONAL TERMS AND
CONDITIONS, NOT INCONSISTENT WITH THE PROVISIONS OF THE PLAN, AS THE COMMITTEE
SHALL DEEM DESIRABLE:
(A)
OPTION PRICE.
(1)
THE PURCHASE PRICE PER SHARE PURCHASABLE UNDER AN OPTION SHALL BE
DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION ON OR BEFORE THE DATE OF
GRANT; PROVIDED, HOWEVER, THAT EXCEPT IN THE CASE OF SUBSTITUTE AWARDS