100% OF THE FAIR MARKET VALUE OF THE COMPANY'S COMMON
STOCK ON THE DATE OF GRANT AND WHICH SHALL EXPIRE NO LATER THAN 10 YEARS FROM
THE DATE OF GRANT; AND (II) 1.5 SHARES FOR EACH SHARE OF COMMON STOCK ISSUED
PURSUANT TO A RESTRICTED STOCK AWARD, RESTRICTED STOCK UNIT AWARD OR OTHER
STOCK-BASED AWARD GRANTED UNDER SECTION 7.
TO THE EXTENT THERE IS A RESTRICTED
STOCK AWARD, RESTRICTED STOCK UNIT AWARD OR OTHER STOCK-BASED AWARD GRANTED
UNDER SECTION 7 AND THE SHARES UNDERLYING SUCH AWARD AGAIN BECOME AVAILABLE FOR
ISSUANCE UNDER THE PLAN PURSUANT TO SECTION 3(A), THEN THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL INCREASE BY 1.5 SHARES.
2
(D)
ADJUSTMENT TO COMMON STOCK.
IN THE EVENT OF ANY STOCK SPLIT,
STOCK DIVIDEND, RECAPITALIZATION, REORGANIZATION, MERGER, CONSOLIDATION,
COMBINATION, EXCHANGE OF SHARES, LIQUIDATION, SPIN-OFF, SPLIT-UP, OR OTHER
SIMILAR CHANGE IN CAPITALIZATION OR EVENT (AN "EXTRAORDINARY CAPITALIZATION
EVENT"), (I) THE NUMBER AND CLASS OF SECURITIES AVAILABLE FOR AWARDS UNDER THE
PLAN AND THE PER-PARTICIPANT SHARE LIMIT, (II) THE NUMBER AND CLASS OF
SECURITIES, VESTING SCHEDULE AND EXERCISE PRICE PER SHARE SUBJECT TO EACH
OUTSTANDING OPTION, (III) THE REPURCHASE PRICE PER SECURITY SUBJECT TO
REPURCHASE, AND (IV) THE TERMS OF EACH OTHER OUTSTANDING STOCK-BASED AWARD SHALL
BE ADJUSTED (OR SUBSTITUTED AWARDS MAY BE MADE) BY THE BOARD IN A PROPORTIONATE
AND EQUITABLE MANNER TO THE EXTENT THAT SUCH EXTRAORDINARY CAPITALIZATION EVENT
INCREASES OR DECREASES THE ACTUAL OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY AS OF IMMEDIATELY PRIOR TO SUCH EXTRAORDINARY CAPITALIZATION EVENT.
4.
Stock Options
(A)
GENERAL.
THE BOARD MAY GRANT OPTIONS TO PURCHASE COMMON STOCK
(EACH, AN "OPTION") AND DETERMINE THE NUMBER OF SHARES OF COMMON STOCK TO BE
COVERED BY EACH OPTION, THE EXERCISE PRICE OF EACH OPTION AND THE CONDITIONS AND
LIMITATIONS APPLICABLE TO THE EXERCISE OF EACH OPTION AND THE COMMON STOCK
ISSUED UPON THE EXERCISE OF EACH OPTION, INCLUDING VESTING PROVISIONS,
REPURCHASE PROVISIONS AND RESTRICTIONS RELATING TO APPLICABLE FEDERAL OR STATE
SECURITIES LAWS, AS IT CONSIDERS ADVISABLE.
(B)
INCENTIVE STOCK OPTIONS.
AN OPTION THAT THE BOARD INTENDS TO BE
AN "INCENTIVE STOCK OPTION" AS DEFINED IN SECTION 422 OF THE CODE (AN "INCENTIVE
STOCK OPTION") SHALL BE GRANTED ONLY TO EMPLOYEES OF THE COMPANY OR A SUBSIDIARY
AND SHALL BE SUBJECT TO AND SHALL BE CONSTRUED CONSISTENTLY WITH THE
REQUIREMENTS OF SECTION 422 OF THE CODE.
THE BOARD AND THE COMPANY SHALL HAVE
NO LIABILITY IF AN OPTION OR ANY PART THEREOF THAT IS INTENDED TO BE AN
INCENTIVE STOCK OPTION DOES NOT QUALIFY AS SUCH. AN OPTION OR ANY PART THEREOF
THAT DOES NOT QUALIFY AS AN INCENTIVE STOCK OPTION IS REFERRED TO HEREIN AS A
"NONSTATUTORY STOCK OPTION".
(C)
EXERCISE PRICE.
THE BOARD SHALL ESTABLISH THE EXERCISE PRICE (OR
DETERMINE THE METHOD BY WHICH THE EXERCISE PRICE SHALL BE DETERMINED) AT THE
TIME EACH OPTION IS GRANTED AND SPECIFY IT IN THE APPLICABLE OPTION AGREEMENT;
PROVIDED THAT THE EXERCISE PRICE SHALL NOT BE LESS THAN