Common use of Purchase Price and Shares Subject to Options and SARs Clause in Contracts

Purchase Price and Shares Subject to Options and SARs. (a) The purchase price per share of Common Stock deliverable upon the exercise of an Option shall be determined by the Board of Directors; provided, however, that, except as modified in Section 6.6(b) hereof, the exercise price shall not be less than the fair market value of such Common Stock on the day the Option is granted. (b) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of Common Stock of the Company owned by the Participant having a fair market value equal in amount to the exercise price of the Options being exercised, or (iii) any combination of (i) and (ii). The fair market value of any shares of the Company’s Common Stock which may be delivered upon exercise of an Option shall be determined by the Board of Directors in accordance with Section 6.1(c) hereof. To the extent permitted by law, the Board of Directors may also permit Participants, either on a selective or aggregate basis, to simultaneously exercise Options and sell the shares of Common Stock thereby acquired, pursuant to a brokerage or similar arrangement approved in advance by the Board of Directors, and to use the proceeds from such sale as payment of the exercise price of such shares. (c) If, at the time an Option is granted under the Plan, the Company’s Common Stock is publicly traded, “fair market value” of a share of the Company’s Common Stock for a specific date shall mean (i) the average (on such date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if such Common Stock is then traded on a national securities exchange; (ii) the last reported sale price (on such date) of the Common Stock on The Nasdaq Stock Market if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on such date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on The Nasdaq Stock Market. If the Company’s Common Stock was not traded on the date in issue, fair market value shall be determined as of the last preceding business day for which such prices or quotes are available. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, “fair market value” shall be deemed to be the fair value of the Common Stock as determined by the Board of Directors after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s length. (d) The maximum number of shares with respect to which Options or SARs may be granted to any employee, including any transactions contemplated by Treas. Reg. ss.1.162-27(e)(2)(vi), shall be limited to 112,500 shares in any calendar year.

Purchase Price and Shares Subject to Options and SARs. (a) The purchase price per share of Common Stock deliverable upon the exercise of an Option shall be determined by the Board of Directors; provided, however, that, except as modified in Section 6.6(b) hereof, the exercise price shall not be less than the fair market value of such Common Stock on the day the Option is granted. (b) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of Common Stock of the Company owned by the Participant having a fair market value equal in amount to the exercise price of the Options being exercised, or (iii) any combination of (i) and (ii). The fair market value of any shares of the Company’s 's Common Stock which may be delivered upon exercise of an Option shall be determined by the Board of Directors in accordance with Section 6.1(c) hereof. To the extent permitted by law, the Board of Directors may also permit Participants, either on a selective or aggregate basis, to simultaneously exercise Options and sell the shares of Common Stock thereby acquired, pursuant to a brokerage or similar arrangement approved in advance by the Board of Directors, and to use the proceeds from such sale as payment of the exercise price of such shares. (c) If, at the time an Option is granted under the Plan, the Company’s 's Common Stock is publicly traded, “"fair market value” " of a share of the Company’s 's Common Stock for a specific date shall mean (i) the average (on such date) closing reported sale price per share of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is principally traded, for the relevant date (or, if there is no such Common Stock is closing sales price reported on the relevant date, then traded on the immediately preceding day on which a national securities exchange; closing sales price was reported), or (ii) if the last reported sale price (on such date) shares of the Common Stock on The Nasdaq Stock Market if the Common Stock is not are then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on such date) by in an established quotation service for over-the-counter securitiesmarket, the average of the closing reported bid and asked prices for the shares of Common Stock in such over-the-counter market for the relevant date (or, if there are no such closing bid and asked prices reported on the relevant date, then on the immediately preceding day on which closing bid and asked prices were reported), or (iii) if the shares of Common Stock is are not reported then listed on The Nasdaq Stock Market. If the Company’s Common Stock was not a national securities exchange or traded on the date in issuean over-the-counter market, fair market such value shall be determined as of the last preceding business day for which such prices or quotes are available. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, “fair market value” shall be deemed to be the fair value of the Common Stock as determined by the Board of Directors after taking into consideration all factors which it deems appropriateDirectors, includingin its sole discretion, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s lengthshall determine. (d) The maximum number of shares with respect to which Options or SARs may be granted to any employee, including any transactions contemplated by Treas. Reg. ss.1.162-27(e)(2)(vi), shall be limited to 112,500 shares in any calendar year.

Purchase Price and Shares Subject to Options and SARs. (a) The purchase price per share of Common Stock deliverable upon the exercise of an Option shall be determined by the Board of Directors; provided, however, that, except as modified that (i) in Section 6.6(b) hereofthe case of an Incentive Stock Option, the exercise price shall not be less than 100% of the fair market value of such Common Stock on the day the Option is granted (except as modified in Section 6.6(b) hereof), and (ii) in the case of a Non-Qualified Option, the exercise price shall not be less than 50% of the fair market value on the day such Option is granted. (b) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of Common Stock of the Company owned by the Participant having a fair market value equal in amount to the exercise price of the Options being exercised, or (iii) any combination of (i) and (ii). The fair market value of any shares of the Company’s 's Common Stock which may be delivered upon exercise of an Option shall be determined by the Board of Directors in accordance with Section 6.1(c) hereofDirectors. To the extent permitted by law, the The Board of Directors may also permit Participants, either on a selective or aggregate basis, to simultaneously exercise Options and sell the shares of Common Stock thereby acquired, pursuant to a brokerage or similar arrangement arrangement, approved in advance by the Board of Directors, and to use the proceeds from such sale as payment of the exercise purchase price of such shares. (c) If, at the time an Option is granted under the Plan, the Company’s 's Common Stock is publicly traded, “"fair market value” of a share " shall be determined as of the Company’s Common Stock last business day for a specific which the prices or quotes discussed in this sentence are available prior to the date such Option is granted (the "Determination Date") and shall mean (i) the average (on such datethe Determination Date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if such Common Stock is then traded on a national securities exchange; (ii) the last reported sale price (on such datethe Determination Date) of the Common Stock on The Nasdaq Stock Market if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on such datethe Determination Date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on The Nasdaq Stock Market. If the Company’s Common Stock was not traded on the date in issue, fair market value shall be determined as of the last preceding business day for which such prices or quotes are available. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, “"fair market value” " shall be deemed to be the fair value of the Common Stock as determined by the Board of Directors after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s 's length. (d) The maximum number of shares with respect to which Options or SARs may be granted to any employee, including any transactions contemplated by TreasTxxxx. Reg. ss.1.162-27(e)(2)(viS1.162(e)(2)(vi), shall be limited to 112,500 shares in any calendar year.