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.
SHARES OF COMMON STOCK UNDERLYING ONE OR MORE STOCK APPRECIATION
RIGHTS GRANTED PURSUANT TO THE PLAN SHALL NOT BE AVAILABLE FOR SUBSEQUENT
ISSUANCE UNDER THE PLAN IF THE STOCK APPRECIATION RIGHT IS EXERCISED.
E.
IF ANY CHANGE IS 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 BY
THE PLAN ADMINISTRATOR TO (1) THE MAXIMUM NUMBER AND/OR CLASS OF SECURITIES
ISSUABLE UNDER THE PLAN, (2) THE MAXIMUM NUMBER AND/OR CLASS OF SECURITIES FOR
WHICH ANY ONE PERSON MAY BE GRANTED STOCK OPTIONS, SEPARATELY EXERCISABLE STOCK
APPRECIATION RIGHTS AND DIRECT STOCK ISSUANCES UNDER THE PLAN PER CALENDAR YEAR,
(3) THE NUMBER AND/OR CLASS OF SECURITIES AND THE EXERCISE PRICE PER SHARE IN
EFFECT UNDER EACH OUTSTANDING OPTION UNDER THE PLAN, (4) THE NUMBER AND/OR CLASS
OF SECURITIES AND PRICE PER SHARE IN EFFECT UNDER EACH OUTSTANDING OPTION
TRANSFERRED TO THIS PLAN FROM THE PREDECESSOR PLANS AND (5) THE MAXIMUM NUMBER
AND/OR CLASS OF SECURITIES BY WHICH THE SHARE RESERVE IS TO INCREASE
AUTOMATICALLY EACH CALENDAR YEAR PURSUANT TO THE PROVISIONS OF SECTION V.B OF
THIS ARTICLE ONE.
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.
F.
OUTSTANDING AWARDS GRANTED PURSUANT TO THE PLAN SHALL IN NO WAY AFFECT
THE RIGHT OF THE CORPORATION TO ADJUST, RECLASSIFY, REORGANIZE OR OTHERWISE
CHANGE ITS CAPITAL OR BUSINESS STRUCTURE OR TO MERGE, CONSOLIDATE, DISSOLVE,
LIQUIDATE OR SELL OR TRANSFER ALL OR ANY PART OF ITS BUSINESS OR ASSETS.
4
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.
2.
THE EXERCISE PRICE SHALL BECOME IMMEDIATELY DUE UPON EXERCISE OF THE
OPTION AND SHALL, SUBJECT TO THE PROVISIONS OF SECTION I OF ARTICLE SEVEN AND
THE DOCUMENTS EVIDENCING THE OPTION, BE PAYABLE IN ONE OR MORE