YORK STOCK EXCHANGE OR THE AMERICAN
STOCK EXCHANGE (AS APPLICABLE) ON THE DATE IMMEDIATELY PRECEDING THE DATE THE
OPTION IS GRANTED OR OTHER DETERMINATION IS MADE (EACH, A "VALUATION DATE"), OR,
IF THERE IS NO TRANSACTION ON SUCH DATE, THEN ON THE TRADING DATE NEAREST
PRECEDING THE VALUATION DATE FOR WHICH CLOSING PRICE INFORMATION IS AVAILABLE,
AND, PROVIDED FURTHER, IF THE SHARES ARE QUOTED ON THE NASDAQ NATIONAL MARKET OR
THE NASDAQ SMALLCAP MARKET OF THE NASDAQ STOCK MARKET BUT ARE NOT LISTED FOR
TRADING ON THE NEW YORK STOCK EXCHANGE OR THE AMERICAN STOCK EXCHANGE, THE FAIR
MARKET VALUE SHALL BE THE CLOSING SALES PRICE FOR SUCH STOCK (OR THE CLOSING
BID, IF NO SALES WERE REPORTED) AS QUOTED ON SUCH SYSTEM ON THE DATE IMMEDIATELY
OR NEAREST PRECEDING THE VALUATION DATE FOR WHICH SUCH INFORMATION IS AVAILABLE;
OR (B) IF THE SHARES OF COMMON STOCK ARE NOT LISTED OR REPORTED IN ANY OF THE
FOREGOING, THEN THE FAIR MARKET VALUE SHALL BE DETERMINED BY THE ADMINISTRATOR
IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTION 20.2031-2 OF THE FEDERAL
ESTATE TAX REGULATIONS, OR IN ANY OTHER MANNER CONSISTENT WITH THE CODE AND
ACCOMPANYING REGULATIONS.
(III)
IN NO EVENT SHALL THERE FIRST BECOME EXERCISABLE BY AN EMPLOYEE IN
ANY ONE CALENDAR YEAR INCENTIVE OPTIONS GRANTED BY THE CORPORATION OR ANY
RELATED CORPORATION WITH RESPECT TO SHARES HAVING AN AGGREGATE FAIR MARKET VALUE
(DETERMINED AT THE TIME AN INCENTIVE OPTION IS GRANTED) GREATER THAN $100,000.
(D)
OPTION PERIOD AND LIMITATIONS ON THE RIGHT TO EXERCISE OPTIONS
5
(I)
THE TERM OF AN OPTION (THE "OPTION PERIOD") SHALL BE DETERMINED BY
THE ADMINISTRATOR AT THE TIME THE OPTION IS GRANTED AND SHALL BE STATED IN THE
INDIVIDUAL AWARD AGREEMENT. WITH RESPECT TO INCENTIVE OPTIONS, THE OPTION PERIOD
SHALL NOT EXTEND MORE THAN 10 YEARS FROM THE DATE ON WHICH THE OPTION IS GRANTED
(OR FIVE YEARS WITH RESPECT TO INCENTIVE OPTIONS GRANTED TO AN EMPLOYEE WHO OWNS
STOCK POSSESSING MORE THAN 10% OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES
OF STOCK OF THE CORPORATION OR A RELATED CORPORATION, AS PROVIDED IN SECTION
5(B) HEREIN).
ANY OPTION OR PORTION THEREOF NOT EXERCISED BEFORE EXPIRATION OF
THE OPTION PERIOD SHALL TERMINATE.
THE PERIOD OR PERIODS DURING WHICH, AND
CONDITIONS PURSUANT TO WHICH, AN OPTION MAY BECOME EXERCISABLE SHALL BE
DETERMINED BY THE ADMINISTRATOR IN ITS DISCRETION, SUBJECT TO THE TERMS OF THE
PLAN.
(II)
AN OPTION MAY BE EXERCISED BY GIVING WRITTEN NOTICE TO THE
CORPORATION IN FORM ACCEPTABLE TO THE ADMINISTRATOR AT SUCH PLACE AND SUBJECT TO
SUCH CONDITIONS AS MAY BE ESTABLISHED BY THE ADMINISTRATOR OR ITS DESIGNEE.
SUCH NOTICE SHALL SPECIFY THE NUMBER OF SHARES TO BE PURCHASED PURSUANT TO AN
OPTION AND THE AGGREGATE PURCHASE PRICE TO BE PAID THEREFOR AND SHALL BE
ACCOMPANIED BY PAYMENT OF SUCH PURCHASE PRICE.
UNLESS AN INDIVIDUAL AWARD
AGREEMENT PROVIDES OTHERWISE, SUCH PAYMENT SHALL BE IN THE FORM OF CASH OR CASH
EQUIVALENT; PROVIDED THAT, WHERE PERMITTED BY THE ADMINISTRATOR AND