Common use of Stock Subject to Plan Clause in Contracts

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options pursuant to the Plan an aggregate of one million six hundred fifty thousand (1,650,000) shares of no par value common stock of the Company (the "Shares"). If any Option is cancelled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals. The Committee shall adjust the total number of Shares and any outstanding Options, both as to the number of Shares and the option price, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares as a result of any of these changes and shall eliminate from the outstanding Options any fractional shares that result from such a change. The Committee shall not adjust outstanding Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options, each option holder shall receive at no additional cost upon the exercise of his Option, subject to any required action by stockholders and in lieu of the number of Shares as to which he would otherwise exercise the Option, the number and class of shares of stock or other securities or any other property to which the terms of the agreement of merger, consolidation, or other reorganization would entitle the option holder to receive, if, at the time of the merger, consolidation, or other reorganization, the option holder had been a holder of record of the number of Shares as to which he could exercise the Option. Comparable rights shall accrue to each option holder in the event of successive mergers, consolidations or other reorganizations.

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options options pursuant to the Plan an aggregate of one million six hundred fifty thousand One Hundred Thousand (1,650,000100,000) shares of no par value common stock of the Company (the "Shares")Stock. If any Option option is cancelled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options options with respect to those unpurchased Shares shares of Stock may be granted to that same optionee or to another eligible individual or individualsindividuals under the terms of this Plan. The Committee shall adjust the total number of Shares shares of Stock reserved for issuance under the Plan and any outstanding Optionsoptions, both as to the number of Shares shares Stock and the option price, for any increase or decrease in the number of outstanding Shares shares of Stock resulting from a stock split or a payment of a stock dividend on the SharesStock, a subdivision or combination of the SharesStock, a reclassification of the Shares in accordance with the provisions of the next paragraphStock, a merger or consolidation of the Shares Stock or any other like changes in the Shares Stock or in their value; provided that any such adjustment shall be made in a manner consistent with the reason for the adjustment and shall be effected uniformly among optionees. The Committee Outstanding options shall not issue fractional shares as a result of any of these changes and shall eliminate from the outstanding Options any fractional shares that result from such a change. The Committee shall not adjust outstanding Options be adjusted for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided Upon the consummation of a Change in Control, any unexpired Option may be exercised whether or not vested; provided, however, that each optionee shall be mailed notice of such Change in Control at least thirty-five (35) days prior to the event and the optionee shall have thirty (30) days after the Change in Control to exercise any unexpired option rights granted hereunder to the extent they are then exercisable. For purposes of the Plan, the term Change in Control means the first to occur of the following paragraphevents: (i) any person (as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof), after any merger of one or more corporations into excluding the Company, any merger Subsidiary and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee thereof), but including a 'group' as defined in Section 13(d)(3) of the Exchange Act (a "Person"), becomes the beneficial owner of shares of the Company into another corporation, any consolidation having at least thirty percent (30%) of the total number of votes that may be cast for the election of directors of the Company (the "Voting Shares") (such 30% or greater percentage hereinafter referred to as the "Voting Share Percentage"); provided that no Change of Control will occur as a result of an acquisition of stock by the Company which increases, proportionately, the stock representing the voting power of the Company owned by such person or group above the Voting Share Percentage, and provided further that if such person or group acquires stock representing more than the Voting Share Percentage by reason of share purchases by the Company, and after such share purchases by the Company acquires any additional shares representing voting power of the Company, then a Change of Control shall occur; (ii) the stockholders of the Company shall approve any merger or other business combination of the Company, sale of the Company's assets or combination of the foregoing transactions (a "Transaction") other than a Transaction involving only the Company or one or more other corporationsof its Subsidiaries, or any other corporate reorganization to a Transaction immediately following which the stockholders of the Company is immediately prior to the Transaction continue to have a party majority of the voting power in the resulting entity excluding for this purpose any stockholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the merger; or (iii) within any 24-month period beginning on or after the Effective Date, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors or the board of directors of any successor to the Company, provided that involves any exchangedirector who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors by, conversionor on the recommendation of or with the approval of, adjustment at least two-thirds of the directors who then qualified as Incumbent Directors either actually or other modification by prior operation of this clause (iii); and provided further that any director elected to the Board of Directors to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an Incumbent Director. If the successor corporation under any of the events described above agrees to assume the outstanding options and in connection with the assumption of the outstanding Optionsoptions to substitute substantially equivalent options, each then the outstanding options will not terminate but will remain exercisable in accordance with the stock option holder agreements granting such options The foregoing adjustments and the manner of application of the foregoing provisions shall receive at no additional cost upon be determined by the exercise Committee in its sole discretion. Any adjustment may provide for the elimination of his Option, any fractional share of Stock which might otherwise become subject to an option. The grant of an option shall not affect in any required action by stockholders and in lieu way the right or power of the number of Shares as Company to which he would otherwise exercise the Optionmake adjustments, the number and class of shares of stock reclassifications, reorganizations, or other securities changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any other property to which the terms part of the agreement of merger, consolidation, its business or other reorganization would entitle the option holder to receive, if, at the time of the merger, consolidation, or other reorganization, the option holder had been a holder of record of the number of Shares as to which he could exercise the Option. Comparable rights shall accrue to each option holder in the event of successive mergers, consolidations or other reorganizationsassets.

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the this Plan an aggregate of one million six hundred fifty thousand (1,650,0001,000,000) shares of no par value common stock of the Company Common Stock (the "Shares"), each of which may be the subject of an Incentive Stock Option or a Non-Qualified Stock Option, in the sole discretion of the Committee. Any one optionee may not be granted Options, including Formula Options, to purchase in excess of 100,000 Shares during any fiscal year of the Company or in excess of 1,000,000 Shares. If any Option or Formula Option is cancelledcanceled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals; provided, however, that in the case of an Option which is canceled in the same fiscal year in which it is granted, in determining whether an optionee has received the maximum number of Shares he is entitled to receive during such fiscal year, both the canceled Option and any other Option issued to such optionee during such fiscal year shall be treated as outstanding, and, in the case of an Option canceled at any time, in determining whether an optionee has received the maximum number of Shares he is entitled to receive during the term of the Plan, both the canceled Option and any other Option issued to such optionee during the term of the Plan shall be treated as outstanding. The Committee shall adjust the total number of Shares and any outstanding Options and Formula Options, both as to the number of Shares and the option exercise price, and the number of Shares to be issued pursuant to Formula Options granted under Section 7 hereof, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares Shares as a result of any of these changes and shall eliminate from the outstanding Options and Formula Options any fractional shares Shares that result from such a change. The Committee shall not adjust outstanding Options and Formula Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options and Formula Options, each option holder optionee shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by stockholders shareholders and in lieu of the number of Shares as to which he would otherwise exercise the Option or Formula Option, as applicable, the number and class of shares of stock or other securities or any other property (including cash) to which the terms of the agreement of merger, consolidation, consolidation or other reorganization would entitle the option holder optionee to receive, if, at the time of the merger, consolidation, consolidation or other reorganization, the option holder optionee had been a holder of record of the number of Shares as to which he could exercise the Option or Formula Option, as applicable. Comparable rights shall accrue to each option holder optionee in the event of successive mergers, consolidations or other reorganizations.. In the event of a Sale of the Company (as hereinafter defined) in which the purchaser of the Company does not agree to the assumption of the Options or Formula Options, provisions shall be made to cause each outstanding Option and Formula Option to become exercisable prior to the Sale of the Company and to terminate upon the consummation of the

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the this Plan an aggregate of one two million six hundred fifty thousand (1,650,0002,000,000) shares of no par value common stock Common Stock of the Company (the "Shares"). If any Option or Formula Option is cancelled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals. The Committee shall adjust the total number of Shares and any outstanding Options and Formula Options, both as to the number of Shares and the option price, and the number of shares to be issued pursuant to Formula Options granted under Section 7 hereof, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares as a result of any of these changes and shall eliminate from the outstanding Options and Formula Options any fractional shares that result from such a change. The Committee shall not adjust outstanding Options and Formula Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options and Formula Options, each option holder shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by stockholders and in lieu of the number of Shares as to which he would otherwise exercise the Option or Formula Option, as applicable, the number and class of shares of stock or other securities or any other property to which the terms of the agreement of merger, consolidation, consolidation or other reorganization would entitle the option holder to receive, if, at the time of the merger, consolidation, consolidation or other reorganization, the option holder had been a holder of record of the number of Shares as to which he could exercise the Option or Formula Option, as applicable. Comparable rights shall accrue to each option holder in the event of successive mergers, consolidations or other reorganizations.

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the Plan an aggregate of one million six hundred fifty thousand (1,650,000) 800,000 shares of no par value common stock of the Company (the "Shares"). If any Option or Formula Option is cancelled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals. The Committee shall adjust the total number of Shares reserved for the grant of Options and Formula Options and any outstanding Options and Formula Options, both as to the number of Shares and the option price, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares as a result of any of these changes and shall eliminate from the outstanding Options and Formula Options any fractional shares that result from such a change. The Committee shall not adjust outstanding Options and Formula Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options and Formula Options, each option holder optionee shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by stockholders and in lieu of the number of Shares as to which he would otherwise exercise the Option or Formula Option, as applicable, the number and class of shares of stock or other securities or any other property to which the terms of the agreement of merger, consolidation, or other reorganization would entitle the option holder optionee to receive, if, at the time of the merger, consolidation, or other reorganization, the option holder optionee had been a holder of record of the number of Shares as to which he could exercise the Option or Formula Option, as applicable. Comparable rights shall accrue to each option holder optionee in the event of successive mergers, consolidations or other reorganizations. In the event of a sale of all or substantially all the Shares or property of the Company or the merger or consolidation of the Company into another corporation or any other reorganization in which the Company is not the surviving corporation (a "Change in Control") where the purchaser of such common stock or property or the corporation into which the Company is merged, consolidated or reorganized does not agree to the assumption of the Options, provisions shall be made to cause each outstanding Option and Formula Option to become exercisable prior to the Change in Control and to terminate upon the consummation of the Change in Control. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any adjustment may provide for the elimination of any fractional Share which might otherwise become subject to an Option or Formula Option. The grant of an Option by the Committee or of a Formula Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the this Plan an aggregate of one two million six hundred fifty thousand (1,650,0002,000,000) shares of no par value common stock of the Company Common Stock (the "Shares"), each of which may be the subject of an Incentive Stock Option or a Non-Qualified Stock Option, in the sole discretion of the Committee. Any one optionee may not be granted Options, including Formula Options, to purchase in excess of 200,000 Shares during any fiscal year of the Company or in excess of 2,000,000 Shares. If any Option or Formula Option is cancelledcanceled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals; provided, however, that in the case of an Option which is canceled in the same fiscal year in which it is granted, in determining whether an optionee has received the maximum number of Shares he is entitled to receive during such fiscal year, both the canceled Option and any other Option issued to such optionee during such fiscal year shall be treated as outstanding, and, in the case of an Option canceled at any time, in determining whether an optionee has received the maximum number of Shares he is entitled to receive during the term of the Plan, both the canceled Option and any other Option issued to such optionee during the term of the Plan shall be treated as outstanding. The Committee shall adjust the total number of Shares and any outstanding Options and Formula Options, both as to the number of Shares and the option exercise price, and the number of Shares to be issued pursuant to Formula Options granted under Section 7 hereof, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares Shares as a result of any of these changes and shall eliminate from the outstanding Options and Formula Options any fractional shares Shares that result from such a change. The Committee shall not adjust outstanding Options and Formula Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options and Formula Options, each option holder optionee shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by stockholders shareholders and in lieu of the number of Shares as to which he would otherwise exercise the Option or Formula Option, as applicable, the number and class of shares of stock or other securities or any other property (including cash) to which the terms of the agreement of merger, consolidation, consolidation or other reorganization would entitle the option holder optionee to receive, if, at the time of the merger, consolidation, consolidation or other reorganization, the option holder optionee had been a holder of record of the number of Shares as to which he could exercise the Option or Formula Option, as applicable. Comparable rights shall accrue to each option holder optionee in the event of successive mergers, consolidations or other reorganizations.