Common use of Stock Option Tax Treatment Clause in Contracts

Stock Option Tax Treatment. (a) To the extent that the Notice of Grant specifies that the Option is intended to be treated as a Nonqualified Stock Option, the Option shall not be subject to tax treatment as an Incentive Stock Option. To the extent that the Notice of Grant specifies that the Option is intended to be treated as an Incentive Stock Option, the Option is intended to qualify to the greatest extent possible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that nothing in the Notice of Grant, this Agreement or the Plan shall be interpreted as a representation, guarantee or other undertaking on the part of the Company that the Option is or will be determined to qualify as an Incentive Stock Option. Moreover, the Code provides that Option shares do not qualify for incentive stock option treatment if and to the extent that (i) the aggregate Exercise Price for shares that could be purchased under the Option in the year the Option first became exercisable as to such shares, plus (ii) the aggregate exercise price for shares under any of the Participant’s other concurrently or previously granted incentive stock options that first became exercisable in that same calendar year, exceeds $100,000. Therefore, notwithstanding anything to the contrary herein, if and to the extent that any shares are issued under a portion of this Option that exceeds the foregoing $100,000 limitation, such shares shall not be treated as issued under an incentive stock option. In such an event, the Participant shall be subject to the tax withholding provisions of Section 13 of the Plan for the portion of the Option that is not an Incentive Stock Option, and to all other Plan provisions that apply to Nonqualified Stock Options with respect to such portion of the Option. To the maximum extent possible, the portion of an Option intended to qualify as an Incentive Stock Option that expires upon a Termination of Service shall be the portion (if any) that does not so qualify, so as to preserve incentive stock option treatment for the Option to the greatest extent possible. Certain decisions, amendments and interpretations by the Committee of this Option may cause the Option to cease to qualify as an incentive stock option pursuant to the Code and by accepting this Option the Participant agrees in advance to such disqualifying action. (b) In order to obtain the tax treatment provided for incentive stock options by Sections 421 and 422 of the Code: (i) The Participant must exercise any Incentive Stock Option within three (3) months after the Participant ceases to be employed by the Company or a Related Company, unless the Participant ceased to be employed due to death or Disability, and within one (1) year after the Participant ceases to be employed by the Company or a Related Company on account of disability (as defined in Section 22(e)(3) of the Code), and (ii) The Participant must not sell the shares of Common Stock received upon exercising any Incentive Stock Option within two (2) years from the date of the grant of the Option nor within one (1) year from the date of exercise of the Option. With respect to any Option that is intended to qualify as an Incentive Stock Option in full or as to any portion of the shares issuable thereunder, the Participant’s exercise notice delivered pursuant to Paragraph 2 of this Agreement with respect to such Option shall indicate whether the Participant intends to satisfy the foregoing requirements. The Participant is advised to consult with his or her own tax advisor on any questions related to the tax treatment of the Option.

Stock Option Tax Treatment. (a) To the extent that the Notice of Grant specifies that the Option is intended to be treated as a Nonqualified Stock Option, the Option shall not be subject to tax treatment as an Incentive Stock Option. To the extent that the Notice of Grant specifies that the Option is intended to be treated as an Incentive Stock Option, the Option is intended to qualify to the greatest extent possible as an “"incentive stock option” " within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that nothing in the Notice of Grant, this Agreement or the Plan shall be interpreted as a representation, guarantee or other undertaking on the part of the Company that the Option is or will be determined to qualify as an Incentive Stock Option. Moreover, the Code provides that Option shares do not qualify for incentive stock option treatment if and to the extent that (i) the aggregate Exercise Price for shares that could be purchased under the Option in the year the Option first became exercisable as to such shares, plus (ii) the aggregate exercise price for shares under any of the Participant’s 's other concurrently or previously granted incentive stock options that first became exercisable in that same calendar year, exceeds $100,000. Therefore, notwithstanding anything to the contrary herein, if and to the extent that any shares are issued under a portion of this Option that exceeds the foregoing $100,000 limitation, such shares shall not be treated as issued under an incentive stock option. In such an event, the Participant shall be subject to the tax withholding provisions of Section 13 of the Plan for the portion of the Option that is not an Incentive Stock Option, and to all other Plan provisions that apply to Nonqualified Stock Options with respect to such portion of the Option. To the maximum extent possible, the portion of an Option intended to qualify as an Incentive Stock Option that expires upon a Termination of Service shall be the portion (if any) that does not so qualify, so as to preserve incentive stock option treatment for the Option to the greatest extent possible. Certain decisions, amendments and interpretations by the Committee of this Option may cause the Option to cease to qualify as an incentive stock option pursuant to the Code and by accepting this Option the Participant agrees in advance to such disqualifying action. (b) In order to obtain the tax treatment provided for incentive stock options by Sections 421 and 422 of the Code: (i) The Participant must exercise any Incentive Stock Option within three (3) months after the Participant ceases to be employed by the Company or a Related Company, unless the Participant ceased to be employed due to death or Disability, and within one (1) year after the Participant ceases to be employed by the Company or a Related Company on account of disability (as defined in Section 22(e)(3) of the Code), and (ii) The Participant must not sell the shares of Common Stock received upon exercising any Incentive Stock Option within two (2) years from the date of the grant of the Option nor within one (1) year from the date of exercise of the Option. With respect to any Option that is intended to qualify as an Incentive Stock Option in full or as to any portion of the shares issuable thereunder, the Participant’s 's exercise notice delivered pursuant to Paragraph 2 of this Agreement with respect to such Option shall indicate whether the Participant intends to satisfy the foregoing requirements. The Participant is advised to consult with his or her own tax advisor on any questions related to the tax treatment of the Option.