AGAIN BE AVAILABLE FOR THE GRANT OF
AWARDS UNDER THE PLAN;
PROVIDED, HOWEVER, THAT THE CUMULATIVE NUMBER OF SUCH SHARES THAT MAY BE SO
REISSUED UNDER THE PLAN WILL NOT EXCEED 20,000,000, SUBJECT TO ADJUSTMENT UNDER
SECTION 3(B). SHARES ISSUED UNDER THE PLAN MAY CONSIST IN WHOLE OR IN PART OF
AUTHORIZED BUT UNISSUED SHARES OR TREASURY SHARES.
B.
ADJUSTMENT TO COMMON STOCK.
IN THE EVENT OF ANY STOCK SPLIT,
STOCK DIVIDEND, EXTRAORDINARY CASH DIVIDEND, RECAPITALIZATION, REORGANIZATION,
MERGER, CONSOLIDATION, COMBINATION, EXCHANGE OF SHARES, LIQUIDATION, SPIN-OFF,
SPLIT-UP, OR OTHER SIMILAR CHANGE IN CAPITALIZATION OR EVENT, (I) THE NUMBER AND
CLASS OF SECURITIES AVAILABLE FOR AWARDS UNDER THE PLAN AND ANY PER-PARTICIPANT
SHARE LIMIT, (II) THE NUMBER AND CLASS OF SECURITIES, VESTING SCHEDULE AND
EXERCISE PRICE PER SHARE OF COMMON STOCK SUBJECT TO EACH OUTSTANDING AWARD,
(III) THE REPURCHASE PRICE PER SECURITY SUBJECT TO REPURCHASE; AND (IV) THE
TERMS OF EACH OTHER OUTSTANDING STOCK-BASED AWARD SHALL BE ADJUSTED BY THE BOARD
(OR SUBSTITUTED AWARDS MAY BE MADE) IN AN EQUITABLE MANNER; PROVIDED, HOWEVER,
THAT ANY FRACTIONAL SHARES RESULTING FROM ANY SUCH ADJUSTMENT SHALL BE
ELIMINATED.
IF SECTION 7(E)(I) APPLIES FOR ANY EVENT, THIS SECTION 3(B) SHALL
NOT BE APPLICABLE.
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.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE BOARD MAY MAKE THE EXERCISE OF ANY OPTION SUBJECT TO AN
AGREEMENT BY THE HOLDER THEREOF TO BE A PARTY TO ANY OTHER AGREEMENT, INCLUDING
AN AGREEMENT NOT TO ENGAGE IN COMPETITION WITH THE COMPANY FOLLOWING THE DATE OF
TERMINATION.
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 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." IF AN OPTION IS DESIGNATED AS AN INCENTIVE STOCK OPTION, TO THE EXTENT
THAT SUCH OPTION (TOGETHER WITH ALL INCENTIVE STOCK OPTIONS GRANTED TO THE
OPTION HOLDER UNDER THE PLAN AND ALL OTHER STOCK OPTION PLANS OF THE COMPANY AND
ITS PARENT AND SUBSIDIARIES) BECOMES EXERCISABLE FOR THE FIRST TIME DURING ANY
CALENDAR YEAR FOR SHARES HAVING A FAIR MARKET VALUE GREATER THAN $100,000,