BE WITHHELD BY
THE CORPORATION IN SATISFACTION OF THE WITHHOLDING TAXES INCURRED IN CONNECTION
WITH THE EXERCISE OF AN OPTION OR THE VESTING OF A STOCK ISSUANCE UNDER THE
PLAN, THEN THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE
PLAN SHALL BE REDUCED BY THE GROSS NUMBER OF SHARES FOR WHICH THE OPTION IS
EXERCISED OR WHICH VEST UNDER THE STOCK ISSUANCE, AND NOT BY THE NET NUMBER OF
SHARES OF COMMON STOCK ISSUED TO THE HOLDER OF SUCH OPTION OR STOCK ISSUANCE.
E.
SHOULD ANY CHANGE BE MADE TO THE COMMON STOCK BY REASON OF ANY STOCK
SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF
SHARES OR OTHER CHANGE AFFECTING THE OUTSTANDING COMMON STOCK AS A CLASS WITHOUT
THE CORPORATION'S RECEIPT OF CONSIDERATION, APPROPRIATE ADJUSTMENTS SHALL BE
MADE TO (I) THE MAXIMUM NUMBER AND/OR CLASS OF SECURITIES ISSUABLE UNDER THE
PLAN, (II) THE MAXIMUM NUMBER AND/OR CLASS OF SECURITIES FOR WHICH ANY ONE
PERSON MAY BE GRANTED OPTIONS, SEPARATELY EXERCISABLE STOCK APPRECIATION RIGHTS
AND DIRECT STOCK ISSUANCES PER CALENDAR YEAR, (III) THE NUMBER AND/OR CLASS OF
SECURITIES FOR WHICH AUTOMATIC OPTION GRANTS ARE TO BE MADE SUBSEQUENTLY PER
ELIGIBLE DIRECTOR UNDER THE AUTOMATIC OPTION GRANT PROGRAM AND (IV) THE NUMBER
AND/OR CLASS OF SECURITIES AND THE EXERCISE PRICE PER SHARE IN EFFECT UNDER EACH
OUTSTANDING OPTION (INCLUDING ANY OPTION INCORPORATED FROM THE PREDECESSOR PLAN)
IN ORDER TO PREVENT THE DILUTION OR ENLARGEMENT OF BENEFITS THEREUNDER. THE
ADJUSTMENTS DETERMINED BY THE PLAN ADMINISTRATOR SHALL BE FINAL, BINDING AND
CONCLUSIVE.
-3-
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.
(I)
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.
(II)
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:
(III)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION,
(IV)
SHARES OF COMMON STOCK HELD FOR THE REQUISITE PERIOD NECESSARY TO AVOID A
CHARGE TO THE CORPORATION'S EARNINGS FOR FINANCIAL REPORTING PURPOSES AND VALUED
AT FAIR MARKET VALUE ON THE EXERCISE DATE, OR
(V)
TO THE EXTENT THE OPTION IS EXERCISED FOR VESTED SHARES, THROUGH A SPECIAL
SALE AND REMITTANCE PROCEDURE PURSUANT TO WHICH THE OPTIONEE SHALL CONCURRENTLY
PROVIDE IRREVOCABLE WRITTEN INSTRUCTIONS TO (A) A CORPORATION-DESIGNATED
BROKERAGE FIRM TO EFFECT THE IMMEDIATE SALE OF THE PURCHASED SHARES AND REMIT TO
THE CORPORATION, OUT OF THE SALE PROCEEDS AVAILABLE ON THE