Common use of Terms and Conditions of Options Clause in Contracts

Terms and Conditions of Options. The Committee shall have the power, subject to the limitations contained in this Plan, to prescribe any terms and conditions in respect of the granting or exercise of any option under this Plan and, in particular, shall prescribe the following terms and conditions: a. Each option shall state the number of shares to which it pertains. b. Each option shall be granted within ten (10) years of the date the Bio-Vascular Option Plan was adopted by the Board of Directors of Bio- Vascular. c. The Committee, in its sole discretion, except with respect to employees that own directly or indirectly more than 10% of the total combined voting power or value of the stock of the Company or any of its subsidiaries, in which case the option price shall be at least 110% of the market value of the common stock on the date of grant, shall determine the price at which shares shall be sold to participants hereunder, provided that such price shall be payable at the time the shares are sold hereunder in cash or in equivalent value (determined as of the date tendered) in an amount equal to 100% of the fair market value of the common stock on the date of grant. If the Company common stock is listed on a national exchange or quoted in the National Market System, fair market value shall be equal to the closing price for the Company common stock as reported by the Wall Street Journal (or other accurate reporter of market activity) for the business day preceding the day on which the option was issued. If the Company common stock is reported in the National Association of Securities Dealers Automated Quotation System, fair market value shall be the average of the bid and asked prices for the business day preceding the day on which the option was issued. Except as specifically provided herein, determination of the price at which shares shall be sold to participants shall be determined by the Committee with reliance upon such appraisal(s) or other data as the Committee may deem appropriate. Payment for shares upon exercise of any option under this Plan with previously acquired shares of the Company shall be subject to all applicable rules of the federal or state agencies having appropriate jurisdiction, if any, and such shares shall be valued at fair market value as of the date of exercise of the option. d. If so designated by the Committee, options granted pursuant to this Plan are intended to qualify for long-term capital gains tax treatment under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. Eligibility for such tax treatment requires that the stock be held at least one (1) year from date of exercise of the option and at least two (2) years from the date the option is granted. e. An option shall be exercised when written notice of such exercise has been given to the Company at its principal business office by the person entitled to exercise the option and full payment for shares, as defined herein, with respect to which the option is exercised has been received by the Company. Until the stock certificates are issued, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to optioned shares notwithstanding the exercise of the Option. f. Except as provided in this Section, an option may be exercised only by the optionee while such optionee is, and has continually been, since the date of the grant of the option, an employee of the Employer or within three (3) months following termination of employment for reasons other than death, disability or termination of employment for gross and willful misconduct or voluntary resignation. If the continuous employment of an optionee terminates by reason of death, an option granted hereunder held by the deceased employee which is eligible for exercise as of the death may be exercised within one (1) year following the date of death, but in no event later than ten (10) years after the date of grant of such option by the person or persons to whom the participant's rights under such option shall have passed by will or by applicable laws of descent and distribution. If the continuous employment of an optionee terminates by reason of disability, such option(s) as the disabled employee would be entitled to exercise as of the date of termination of employment must be exercised within one (1) year following the date of termination, but in no event later than ten (10) years after the date of grant of such option. In the event that an optionee shall cease to be employed by the Employer by reason of his voluntary resignation or his gross and willful misconduct during the course of his employment, including but not limited to dishonesty, fraud, failure to perform his duties, or other conduct adverse to the Company's or Bio-Vascular's interests as the case may be, the option shall be terminated as of the termination of employment. The transfer by a participant of employment or other service from one Employer or its subsidiaries to the other Employer or its subsidiaries will not be deemed to constitute a termination of employment or other service for purposes of this Plan. g. The aggregate fair market value (determined as of the time the option is granted) of the common stock with respect to which options are exercisable for the first time by the holder during any calendar year shall not exceed $100,000.

Terms and Conditions of Options. The Committee Stock Options granted pursuant to the Plan shall have be evidenced by agreements in such form as the powerBoard of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the limitations contained in this Plan, to prescribe any terms and conditions in respect of the granting or exercise of any option under this Plan and, in particular, shall prescribe the following terms and conditions: a. Each (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. b. Each option shall be granted within ten (10c) years of the date the Bio-Vascular Option Plan was adopted by the Board of Directors of Bio- Vascular. c. Price The Committee, in its sole discretion, except with respect to employees that own directly or indirectly more than 10% of the total combined voting power or value of the stock of the Company or any of its subsidiaries, in which case the option price shall be at least 110% of the market value of the common stock on the date of grant, shall determine the price at which shares shall be sold to participants hereunder, provided that such price shall be payable at the time the shares are sold hereunder in cash or in equivalent value (determined as of the date tendered) in an amount equal to 100% of the fair market value of the common stock shares of Common Stock on the date of grantthe granting of the option. If the Company common stock is listed on a national exchange or quoted in the National Market System, The fair market value shall be equal to per share of the closing price for the Company common stock as reported by the Wall Street Journal (or other accurate reporter of market activity) for the business day preceding the day on which the option was issued. If the Company common stock is reported in the National Association of Securities Dealers Automated Quotation System, fair market value Common Stock shall be the average of the bid high and asked low sale prices for the business day preceding the day on which the option was issued. Except as specifically provided herein, determination of the price at which shares shall be sold to participants shall be determined by Common Stock as reported in the Committee with reliance upon such appraisal(s) or other data as the Committee may deem appropriateNASDAQ National Market System. Payment for shares upon exercise of any option under this Plan with previously acquired shares of the Company shall be subject to all applicable rules of the federal or state agencies having appropriate jurisdiction, if any, and such shares shall be valued at fair market value as of the The "date of exercise of the option. d. If so designated by the Committee, options granted pursuant to this Plan are intended to qualify for long-term capital gains tax treatment under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. Eligibility for such tax treatment requires that the stock be held at least one (1) year from date of exercise of the option and at least two (2) years from the date the option is granted. e. An option " shall be exercised when written notice the date on which Citizens issues a letter to the optionee advising him of the award of such exercise has been given to option; provided, however, that the Company at its principal business office by the person entitled to exercise Optionee shall have no rights under such option until he exercises the option and full payment for shares, as defined herein, with respect to which the option is exercised has been received by the Company. Until the stock certificates are issued, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to optioned shares notwithstanding the exercise of the Option. f. Except as provided agreement described in this Section, an option may be exercised only by the optionee while such optionee is, and has continually been, since the date . (d) Expiration of the grant of the option, an employee of the Employer or within three (3) months following termination of employment for reasons other than death, disability or termination of employment for gross and willful misconduct or voluntary resignation. If the continuous employment of an optionee terminates by reason of death, an Options Each option granted hereunder held by under the deceased employee which is eligible for exercise as of the death may be exercised within one (1) year following the date of death, but in no event later Plan shall expire not more than ten (10) years after from the date of grant of such option by the person or persons to whom the participant's rights under such option shall have passed by will or by applicable laws of descent and distribution. If the continuous employment of an optionee terminates by reason of disability, such option(s) as the disabled employee would be entitled to exercise as of the date of termination of employment must be exercised within one (1) year following the date of termination, but in no event later than ten (10) years after the date of grant of such option. In the event that an optionee shall cease to be employed by the Employer by reason of his voluntary resignation or his gross and willful misconduct during the course of his employment, including but not limited to dishonesty, fraud, failure to perform his duties, or other conduct adverse to the Company's or Bio-Vascular's interests as the case may be, the option shall be terminated as of the termination of employment. The transfer by a participant of employment or other service from one Employer or its subsidiaries to the other Employer or its subsidiaries will not be deemed to constitute a termination of employment or other service for purposes of this Plan. g. The aggregate fair market value (determined as of the time the option is granted) of the common stock with respect to which options are exercisable for the first time , as determined by the holder Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any calendar year shall not exceed $100,000period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. The All options granted by the Committee under the Plan shall have be evidenced by stock option agreements in writing (hereinafter called "option agreements") in such form as the powerCommittee may from time to time approve, executed by the Corporation in accordance with its By-Laws. Each such agreement shall be subject to the limitations contained in this Plan, to prescribe any terms and conditions in respect of the granting or exercise of any option under this Plan and, in particularaddition to such other terms and conditions as the Committee may deem desirable, shall prescribe provide the following terms and conditionsfollowing: a. Each option shall state the (a) The number of shares of Common Stock as to which it pertains. b. Each any option is granted and the purchase price per share thereof, which price shall not be less than 100% (or 110% in the case of an incentive stock option granted within ten (10) years of the date the Bio-Vascular Option Plan was adopted by the Board of Directors of Bio- Vascular. c. The Committee, in its sole discretion, except with respect to employees that own directly or indirectly more than a 10% of the total combined voting power or value of the stock of the Company or any of its subsidiaries, in which case the option price shall be at least 110% of the market value of the common stock on the date of grant, shall determine the price at which shares shall be sold to participants hereunder, provided that such price shall be payable at the time the shares are sold hereunder in cash or in equivalent value (determined as of the date tenderedShareholder) in an amount equal to 100% of the fair market value of the common stock on at the date of granttime such option is granted. If the Company common stock is listed on a national exchange or quoted in the National Market System, fair Fair market value shall be equal to the closing price for mean between the Company common highest and lowest quoted selling prices of such stock on the New York Stock Exchange Composite Tape on the date on which such option is granted or, in the event that no sale shall have taken place, the mean between the bid and asked prices on such day; (b) The period (as reported determined by the Wall Street Journal Committee) during which each option is exercisable (the "option period") which shall not exceed ten years (or five years in the case of an incentive stock option granted to a 10% Shareholder) from the date the option was granted, and which shall be subject to earlier termination as hereinafter provided; (c) Subject to such other accurate reporter conditions and restrictions as the Committee may deem desirable, that any option shall be exercisable only by giving in each case written notice of exercise accompanied by tender of (1) payment in full of the purchase price which may be made in whole or in part either in cash or by the exchange of such number of whole shares of Common Stock owned by the optionee whose fair market activity) for value, determined as of the close of the business day immediately preceding the day on which the option was issued. If is exercised, does not exceed the Company common purchase price; provided, however, that if the shares to be exchanged were acquired by exercise of a stock is reported in the National Association of Securities Dealers Automated Quotation Systemoption, fair market value shall be the average of the bid and asked prices for the business day preceding the day on which the option was issued. Except as specifically provided herein, determination of the price at which such shares shall be sold to participants shall be determined must have been held by the Committee with reliance upon optionee for such appraisal(s) or other data period of time as the Committee may deem appropriate. Payment for shares upon exercise of any option under this Plan with previously acquired shares of the Company shall be subject to all applicable rules of the federal or state agencies having appropriate jurisdiction, if any, and such shares shall be valued at fair market value as of the date of exercise of the option. d. If so designated determined by the Committee, options granted pursuant to this Plan are intended to qualify for long-term capital gains tax treatment under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. Eligibility for such tax treatment requires and further provided that the stock be held Committee shall have the right to modify, suspend or cancel the right to pay the purchase price in whole or in part by exchange of shares at least one (1) year from date any time in the event of exercise a change in tax or accounting consequences to the Corporation or to any optionee upon prior notice to the holders of the option options, and at least two (2) years from an investment representation as provided in subparagraph (h) of this paragraph 6 if required in accordance therewith; (d) That the number of shares subject to each option shall become exercisable twelve months after the date the option is was granted.; e. An (e) That each option not theretofore fully exercised or expired shall be exercised when written notice of such exercise has been given to the Company at its principal business office by the person entitled to exercise the option and full payment for shares, as defined herein, automatically terminate with respect to which the option is exercised has been received by unexercised portion 30 days after the Company. Until the stock certificates are issued, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to optioned shares notwithstanding the exercise of the Option. f. Except as provided in this Section, an option may be exercised only by the optionee while such optionee is, and has continually been, since the date of the grant of the option, an employee of the Employer or within three (3) months following termination of employment for reasons other than death, disability or termination of employment for gross and willful misconduct or voluntary resignation. If the continuous employment of an optionee terminates otherwise than by reason of death, disability or retirement (but in no event after the expiration of the option period); (f) That if an employee to whom an option has been granted hereunder held under the Plan retires from the Corporation or one of its affiliates at normal retirement date pursuant to any pension plan provided by the deceased employee which is eligible for exercise as Corporation or its affiliates, or retires earlier than the employee's normal retirement date with the prior consent of the death Corporation, such option may be exercised in full notwithstanding the provisions of subparagraph (d) hereof and without regard to the period of continuous employment with the Corporation or one of its affiliates after the option was granted, within three years after such retirement, but in no event after the expiration of the term of the option; and If an employee to whom an option has been granted under the Plan becomes totally and permanently disabled within the meaning of applicable provisions of the Code, such option may be exercised in full, notwithstanding the provisions of subparagraph (d) hereof and without regard to the period of continuous employment with the 91 Corporation or one (1) year following of its affiliates after the option was granted, within three years after the date of termination of service of an optionee within the meaning of regulations issued pursuant to Section 421 of the Code by reason of being totally and permanently disabled, but in no event after the expiration of the term of the option; and If an optionee dies while he is employed by the Corporation or one of its affiliates, or within three years following retirement, such option may be exercised in full, notwithstanding the provisions of subparagraph (d) hereof and without regard to the period of continuous employment with the Corporation or one of its affiliates, within one year after the date of such optionee's death, but in no event later than ten (10) years after the date expiration of grant the option period, by the legal representative of the optionee or any person who acquired such option by bequest or inheritance; (g) That any option granted under this Plan is not transferable by the person or persons to whom the participant's rights under such option shall have passed optionee otherwise than by will or by applicable the laws of descent and distribution. If , and that during the lifetime of the optionee it is exercisable only by the optionee; (h) That if a registration statement under the Securities Act of 1933 is not then in effect with respect to the shares issuable upon exercise of an option, it shall be a condition precedent to the right to purchase such shares that the person exercising the option deliver to the Committee a written representation, satisfactory in form and substance to the Committee, that the shares are being acquired for the person's own account for investment and not with a view to the distribution thereof; (i) That a leave of absence granted in accordance with the Corporation's usual procedure which does not operate to interrupt continuous employment of an optionee terminates by reason of disability, such option(s) as the disabled employee would be entitled to exercise as of the date of termination of employment must be exercised within one (1) year following the date of termination, but in no event later than ten (10) years after the date of grant of such option. In the event that an optionee shall cease to be employed for other benefits granted by the Employer by reason of his voluntary resignation or his gross and willful misconduct during the course of his employment, including but not limited to dishonesty, fraud, failure to perform his duties, or other conduct adverse to the Company's or Bio-Vascular's interests as the case may be, the option Corporation shall be terminated as of the termination of employment. The transfer by a participant of employment or other service from one Employer or its subsidiaries to the other Employer or its subsidiaries will not be deemed to constitute considered a termination of employment or other service for purposes an interruption of this Plancontinuous employment hereunder, and an employee who is granted such a leave of absence shall be considered to be continuously employed during the period of such leave; provided, that if regulations under the Code shall establish a more restrictive definition of a leave of absence not so interpreting continuous employment, such definition shall be substituted herein. g. The aggregate fair market value (determined as of the time the option is granted) of the common stock with respect to which options are exercisable for the first time by the holder during any calendar year shall not exceed $100,000.