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 and Formula Options pursuant to this Plan an aggregate of one million (1,000,000) shares of 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 canceled, 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 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 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 optionee shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by 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 or other reorganization would entitle the optionee to receive, if, at the time of the merger, consolidation or other reorganization, the 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 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 this Plan an aggregate of one two million (1,000,0002,000,000) shares of 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 100,000 200,000 Shares during any fiscal year of the Company or in excess of 1,000,000 2,000,000 Shares. If any Option or Formula Option is canceled, 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 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 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 optionee shall receive at no additional cost upon the exercise of his Option or Formula Option, as applicable, subject to any required action by 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 or other reorganization would entitle the optionee to receive, if, at the time of the merger, consolidation or other reorganization, the 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 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 this the Plan an aggregate of one million six hundred fifty thousand (1,000,0001,650,000) shares of Common Stock no par value common stock of the Company (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 canceledcancelled, 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 exercise 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 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 optionee 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 shareholders 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 (including cash) to which the terms of the agreement of merger, consolidation consolidation, or other reorganization would entitle the optionee option holder to receive, if, at the time of the merger, consolidation consolidation, or other reorganization, the optionee 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 optionee option holder 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 this Plan an aggregate of one two million (1,000,0002,000,000) shares of no par value Common Stock of the Company (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 canceledcancelled, 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 exercise option price, and the number of Shares 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 optionee 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 shareholders 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 (including cash) to which the terms of the agreement of merger, consolidation or other reorganization would entitle the optionee option holder to receive, if, at the time of the merger, consolidation or other reorganization, the optionee 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 optionee option holder 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.