acceptable to the Committee (including through the delivery of a notice that the Participant has
placed a market sell order with a broker with respect to shares of Stock then issuable upon
exercise of the Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that
payment of such proceeds is then made to the Company upon settlement of such sale), and the methods
by which shares of Stock shall be delivered or deemed to be delivered to Participants.
Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of
the Board or an executive officer of the Company within the meaning of Section 13(k) of the
Exchange Act shall be permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act.
(d) Evidence of Grant. All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.
5.2 Incentive Stock Options. The terms of any Incentive Stock Options granted
pursuant to the Plan must comply with the conditions and limitations contained in Section 14.2 and
this Section 5.2.
(a) Eligibility. Incentive Stock Options may be granted only to Employees.
(b) Exercise Price. The exercise price per share of Stock shall be set by the
Committee; provided that subject to Section 5.2(e), the exercise price for any Incentive Stock
Option shall not be less than 100% of the Fair Market Value on the date of grant.
(c) Expiration. Subject to Section 5.2(e), an Incentive Stock Option may not be
exercised to any extent by anyone after the first to occur of the following events: the tenth
anniversary of the date it is granted, unless an earlier time is set in the Award Agreement; three
months after the Participants termination of employment as an Employee; and one year after the
date of the Participants termination of employment or service on account of Disability or death
(upon the Participants Disability or death, any Incentive Stock Options exercisable at the
Participants Disability or death may be exercised by the Participants legal representative or
representatives, by the person or persons entitled to do so pursuant to the Participants last will
and testament, or, if the Participant fails to make testamentary disposition of such Incentive
Stock Option or dies intestate, by the person or persons entitled to receive the Incentive Stock
Option pursuant to the applicable laws of descent and distribution).
(d) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of
the time the Option is granted) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such
other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the
extent that Incentive Stock Options are first exercisable by a
Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock
(e) Ten Percent Owners. An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total