Common use of Stock Options and Stock Appreciation Rights Clause in Contracts

Stock Options and Stock Appreciation Rights. (a) With respect to Options and SARs, the Committee shall (i) authorize the granting of incentive stock options, nonqualified stock options, SARs or a combination of incentive stock options, nonqualified stock options and SARs; (ii) determine the number of shares of Stock subject to each Option or the number of shares of Stock that shall be used to determine the value of a SAR; (iii) determine whether such Stock shall be Restricted Stock or, with respect to nonqualified stock options, Deferred Stock; (iv) determine the time or times when and the duration of the exercise period; and (v) determine whether or not all or part of each Option may be cancelled by the exercise of a SAR; PROVIDED, HOWEVER, that (A) no Option shall be granted after the expiration of ten years from the effective date of the Plan and (B) the aggregate Fair Market Value (determined as of the date an Option is granted) of the Stock (disregarding any restrictions in the case of Restricted Stock) for which incentive stock options granted to any Key Employee under this Plan may first become exercisable in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000). (b) The exercise period for a nonqualified stock option shall not exceed ten years and one day from the date of grant, and the exercise period for an incentive stock option or SAR, including any extension which the Committee may from time to time decide to grant, shall not exceed ten years from the date of grant; PROVIDED, HOWEVER, that, in the case of an incentive stock option granted to a Key Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power or all classes of stock of the Company (a "Ten Percent Stockholder"), such period, including extensions, shall not exceed five years from the date of Grant.

Stock Options and Stock Appreciation Rights. (a) With respect to Options and SARs, the Committee shall (i) authorize the granting of incentive stock options, nonqualified stock options, SARs or a combination of incentive stock options, nonqualified stock options and SARs; (ii) determine the number of shares of Stock subject to each Option or the number of shares of Stock that shall be used to determine the value of a SAR; (iii) determine whether such Stock shall be Restricted Stock or, with respect to nonqualified stock options, Deferred Stock; (iv) determine the time or times when and the duration of the exercise period; and (v) determine whether or not all or part of each Option may be cancelled by the exercise of a SAR; PROVIDED, HOWEVERhowever, that (A) no Option shall be granted after the expiration of ten years from the effective date of the Plan and (B) the aggregate Fair Market Value (determined as of the date an Option is granted) of the Stock (disregarding any restrictions in the case of Restricted Stock) for which incentive stock options granted to any Key Employee under this Plan may first become exercisable in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000). (b) The exercise period for a nonqualified stock option shall not exceed ten years and one day from the date of grant, and the exercise period for an incentive stock option or SAR, including any extension which the Committee may from time to time decide to grant, shall not exceed ten years from the date of grant; PROVIDED, HOWEVER, that, in the case of an incentive stock option granted to a Key Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power or all classes of stock of the Company (a "Ten Percent Stockholder"), such period, including extensions, shall not exceed five years from the date of Grant. (c) The Option or SAR price per share shall be determined by the Committee at the time any Option is granted and shall be not less than (i) in the case of incentive stock options and any tandem SARs the Fair Market Value, or in the case of an Option granted to a Ten Percent Stockholder, 110 percent of the Fair Market Value or (ii) in the case of any other Options or SARs, at least 85 percent of Fair Market Value, disregarding any restrictions in the case of Restricted Stock or Deferred Stock, on the date the Option is granted, as determined by the Committee; PROVIDED, HOWEVER, that such price shall be at least equal to the par value of one share of Stock. (d) No part of any Option or SAR may be exercised until (i) the Key Employee who has been granted the Award shall have remained in the employ of a Participating Company for such period, if any, after the date on which the Option or SAR is granted, or (ii) achievement of such performance or other criteria, if any, by the Key Employee, the Company or any subsidiary, affiliate or division of the Company, as the Committee may specify, and the Committee may further require exercisability in installments; PROVIDED, HOWEVER, the period during which a SAR is exercisable shall commence no earlier than six months following the date the Option or SAR is granted.