Common use of Terms and Conditions of Options Clause in Contracts

Terms and Conditions of Options. Whenever the Committee shall designate an Optionee, it shall communicate to the Secretary of the Company the name of the Optionee, the number of shares to be Optioned and such other terms and conditions as it shall determine, not inconsistent with the provisions of this Plan. The President or other officer of the Company shall then enter into an Option Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as determined by the Committee: (a) Number of shares and option price. The Option Agreement shall state the total number of shares to which it pertains. The price of Incentive Stock Option Stock shall be not less than one hundred percent (100%) of the Fair Market Value of the Option Stock at the Option Date. In the event an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) of the voting power of all classes of the Company's stock then outstanding, the price of the shares of Option Stock which will be covered by such Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof. (b) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after the expiration of ten (10) years from the date such Option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Date owns more than ten percent (10%) of the voting power of all shares of the classes of Company's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), (d) and (e) below. The exercise of any Option will be contingent upon receipt by the Company of payment as provided in paragraph (f) below for the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any shares subject to an Option unless and until certificates for such shares are issued under the terms of the Plan.

Terms and Conditions of Options. Whenever Each stock option granted pursuant to the Plan shall be authorized by the Committee and shall designate an Optioneebe evidenced by a Non-Qualified Stock Option Agreement (the "Agreement"), it shall communicate in the form and containing the terms as the Committee from time to the Secretary of the Company the name of the Optionee, the number of shares to be Optioned and such other terms and conditions as it shall time may determine, not inconsistent with the provisions of this Plan. The President or other officer of the Company shall then enter into an Option provided that each Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as determined by the Committeeshall: (a) Number of shares and option price. The Option Agreement shall state the total number of shares of Common Stock to which it pertains. The price of Incentive Stock Option Stock shall be not less than one hundred percent ; (100%b) of state the Fair Market Value of the Option Stock at the Option Date. In the event an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) of the voting power of all classes of the Company's stock then outstanding, the option price of the shares of Option Common Stock which will be covered by such Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at Company on the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof.the granting of the option; (bc) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as provide that the Committee shall determine, provided that such determinations are option is not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after the expiration of ten (10) years and one day or less from the date such Option the option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Date owns more than ten percent (10%) of the voting power of all shares of the classes of Company's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), . (d) and (e) below. The exercise of any Option will be contingent upon receipt provide that the option is not transferable by the Company optionee other than by will or the laws of payment as provided descent and distribution (and in paragraph (f) below for such manner only to the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any shares subject to an Option unless and until certificates for such shares are issued extent specifically permitted under the terms of the Plan.Agreement), and is exercisable during the optionee's lifetime only by the optionee; (e) provide that the option may be exercisable even while there is outstanding any incentive stock option (as defined in Section 422A of the Code), which was granted before the granting of the option to the optionee pursuant to the Plan to purchase stock in the Company or in a corporation which, at the time of the grant of the option, was a parent or subsidiary of the Company or a predecessor corporation of the Company or a predecessor of a parent or subsidiary of the Company; and (f) provide that if the optionee ceases to be an employee of the Company or of any parent or subsidiary of the Company for any reason other than death, that the option or portion thereof which is unexercised shall terminate no later than three months after the date the optionee ceases to be an employee of the Company or of the parent or subsidiary of the Company; provided, however, that a percentage of the Option shall terminate as of the date the optionee ceases to be an employee of the Company or a parent or subsidiary of the Company for any reason other than death, to the extent that the option or a portion thereof has not been exercised prior thereto, according to the following schedule: Years after Date Percentage of of Grant of Option Option Terminating ------------------ ------------------ Less Than One Year 80% One Year 60% Two Years 40% Three Years 20% Four Years or More 0%

Terms and Conditions of Options. Whenever Each Option covered by a Grant shall be evidenced by a written agreement between the Committee shall designate an Optionee, it shall communicate to Corporation and the Secretary of the Company the name of the Optionee, the number of shares to be Optioned and Employee or Consultant containing such other terms and conditions as it shall determineconditions, not inconsistent with the provisions of this the Plan. The President or other officer of the Company shall then enter into an Option Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as determined may be established by the CommitteeCommittee including the following: (a) Number of shares and option price. The Option Agreement shall state the total number of shares to which it pertains. The price of Incentive Stock Option Stock shall be not less than one hundred percent (100%) of the Fair Market Value of the Option Stock at the Option Date. In the event an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) of the voting power of all classes of the Company's stock then outstanding, the price of the shares of Option Stock which will be Options covered by the Grant and that each such Option shall be not less than give the right to purchase one hundred ten percent (110%) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof.Share; (b) Period the Subscription Price of options the Share covered by an Option stated and right to exercise. Options granted under this Plan payable in Canadian dollars, except in the case of a U.S. Option which shall be subject stated in United States dollars; (c) Options may be exercised (in each case to such terms and conditionsthe nearest full Share) during the Option Period as follows: (i) at any time during the Option Period after the first year thereof, shall the Employee may exercise up to 33 1/3% of the Options covered by a Grant; (ii) at any time during the Option Period after the end of the second year thereof, the Employee or Consultant may exercise a further 33 1/3% of the Options covered by a Grant plus any Options not exercised in accordance with subparagraph (i) above; and (iii) at any time during the Option Period after the end of the third year thereof, the Employee or Consultant may exercise the then unexercised Options covered by a Grant. SD-3 179 The Committee may accelerate the right of an Employee or Consultant to exercise all or any part of the Options covered by a Grant not then exercisable; (d) except as contemplated in Section 8 hereof, no Option or SAR may be exercisable at such times and shall be evidenced by such form of written Option Agreement as exercised unless the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement mayEmployee or Consultant is, at the discretion time of such exercise, an Employee or Consultant who has been continuously employed by, or a director of, the Corporation or one of its Designated Subsidiaries since the date of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" Grant of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after relevant Option; absence on leave with the expiration of ten (10) years from the date such Option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Date owns more than ten percent (10%) approval of the voting power Corporation or Designated Subsidiary shall not constitute an interruption of all shares employment for purposes of the classes of Company's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), (d) and Plan; (e) below. The the exercise of any Option will be is contingent upon receipt by the Company Corporation of payment as provided the Subscription Price in paragraph cash, by certified cheque or bank draft, or any combination thereof; no less than 100 Options may be exercised at any one time, except where a smaller number of Options is or remains exercisable pursuant to a Grant, in which case, such smaller number of Options must be exercised at one time; (f) below for the full purchase price Committee shall determine at the time a Grant is made that each Option granted with an SAR shall be exercisable either: (i) on a cancellation basis, in which case the exercise of such shares. No Optionee or his or her legal representativesthe Option shall cause the cancellation of its related SAR and vice versa; or (ii) on a simultaneous basis, legatees or distributeesin which case the exercise of the Option shall automatically cause the exercise of its related SAR and vice versa; (g) unless otherwise provided by the Committee, as the case may be, will be, or will be deemed to be, a holder of any shares subject Options and SARs granted to an Option unless and until certificates for such shares are issued Employee or Consultant under the terms Plan shall be exercisable during the Employee's or Consultant's lifetime only by the Employee or the Employee's or Consultant or Consultant's legal guardian and shall not be assignable or transferrable otherwise than by will or by the laws governing the devolution of property in the Planevent of death; and (h) anything in this Plan to the contrary notwithstanding, every Option and SAR granted hereunder shall immediately become exercisable upon the occurrence of a Triggering Event.

Terms and Conditions of Options. Whenever Each Option granted pursuant to the Plan shall be authorized by the Committee and shall designate be evidenced by an Optionee, it shall communicate to Agreement in the Secretary of form and containing the Company the name of the Optionee, the number of shares to be Optioned and such other terms and conditions as it shall the Committee from time to time may determine, not inconsistent with the provisions of this Plan. The President or other officer of the Company shall then enter into an Option provided that each Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as determined by the Committeeshall: (a) Number of shares and option price. The Option Agreement shall state the total number of shares Shares to which it pertains. The price of Incentive Stock Option Stock shall be not less than one hundred percent ; (100%b) state the exercise price; (c) state the terms and conditions for payment, except as otherwise provided by Plan Section 11; (d) state the term of the Fair Market Value Option, and the period or periods during the term of the Option Stock at in which the optionee may exercise the Option Date. In or portions thereof; (e) provide that the event an Incentive Stock Option is not transferable by the optionee other than as (i) the will of the optionee, or (ii) the applicable laws of descent and distribution permit, and is exercisable during the optionee's lifetime only by the optionee except as provided in Subsection (g) of this Section; (f) provide that, with respect to any Options granted to an employee, who, at the Option Date, owns more shall terminate no later than ten percent (10%) 30 days after the date the optionee ceases to be an employee of the voting power Company or a Subsidiary, other than by reason of all classes of the Company's stock then outstanding, the price of the shares of Option Stock which will be covered by such Option shall be not less than one hundred ten percent death or disability (110%) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof. (b) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Code Section 6(h22(e)(3)) below. In additionand shall provide that, with respect to any Option granted to a nonemployee director, the Option shall terminate no Option granted, shall by its terms, be exercisable later than 30 days after the expiration of ten (10) years from date the date such Option is granted. Except, however, Incentive Stock Options granted optionee ceases to any employee who at the Option Date owns more than ten percent (10%) be a director of the voting power Company or a Subsidiary, other than by reason of all shares death or disability (as defined in Code Section 22(e)(3)); and (g) provide that, if an optionee dies or becomes disabled (as defined in Code Section 22(e)(3)) while he is a director or employee of the classes of Company's stock then outstandingCompany or Subsidiary, may not be exercisable after expiration of five (5) years from the Option Date. The period during which as applicable, the Option may be exercisedexercised by the optionee or (to the extent the optionee would have been entitled to do so) by a legatee or legatees of the optionee under his last will, once or by his personal representative or representatives, until the expiration of one year after the death or disability or, if earlier, the expiration of the Option term. The Committee may include in any Option it is granted, grants a condition that the optionee shall agree to remain an employee of or to render services to the Company or any of its subsidiaries for a specified period of time following the date it grants the Option. This condition shall not be reduced, except as provided in paragraphs (c), (d) and (e) below. The exercise of any Option will be contingent upon receipt by impose on the Company or any subsidiary any obligation to employ the optionee or retain the optionee as a director for any period of payment as provided in paragraph (f) below for the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any shares subject to an Option unless and until certificates for such shares are issued under the terms of the Plantime.

Terms and Conditions of Options. Whenever An Option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee Board; provided, however, that except as provided in Article 9 of this Plan, no Option granted to an Employee shall designate an Optionee, it shall communicate to be exercisable sooner than one year from the Secretary Effective Date of the Company Option and the name Option shall first become exercisable with respect to no more than 20% of the Optionee, the number of shares covered by the Option on the date which is one year from the Effective Date of the Option with no more than an additional 20% first becoming exercisable on each subsequent anniversary thereof until such Option is exercisable in full. Notwithstanding the preceding sentence, the Board may grant an Option to an Employee that is exercisable in full immediately upon grant provided that the shares purchased upon exercise of any such Option shall be Optioned Restricted Stock, the Restriction Period for which shall begin on the Effective Date of the Option and, except as provided in Article 9 of this Plan, shall end no sooner than (i) one year with respect to 20% of the shares covered by the Option, (ii) two years with respect to an additional 20% of the shares covered by the Option, (iii) three years with respect to an additional 20% of the shares covered by the Option, (iv) four years with respect to an additional 20% of the shares covered by the Option, and (v) five years with respect to the remainder of shares covered by the Option. The preceding provisions to the contrary notwithstanding, solely for purposes of determining the percentage of shares exercisable pursuant to an Option and Restriction Period with respect to Restricted Stock purchased upon exercise of an Option, the Effective Date of an Option granted to an Employee in substitution for the cancellation of all phantom share units previously granted to such Employee under a phantom stock plan of AdamsLabs in effect prior to the date of adoption of this Plan shall be the original effective date of the grant of such phantom share units. Any Restricted Stock purchased pursuant to the exercise of an Option as provided in the preceding provisions of this Section shall be subject to the terms of Article 8 of this Plan and such other terms and conditions as it shall determine, not inconsistent with the provisions of this PlanPlan that are applicable to Restricted Stock, and the Award Agreement for such Option shall provide that in the event of the Participant's termination of employment during the Restriction Period for any reason, all shares with respect to which the Restriction Period has not ended shall be forfeited to AdamsLabs and AdamsLabs shall pay to the Participant an amount equal to the lesser of the price paid by the Participant upon exercise of the shares so forfeited or the Fair Market Value of the shares on the date of forfeiture; provided, however, that for this purpose, the "price paid by the Participant upon exercise" of a Nonqualified Stock Option that is exercised solely by means of the withholding of shares which otherwise would be acquired on exercise shall be zero. The President or other officer price at which a share of the Company shall then enter into Common Stock may be purchased upon exercise of an Option Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as shall be determined by the Committee: (a) Number of shares and option price. The Option Agreement Board, but such exercise price shall state the total number of shares to which it pertains. The price of Incentive Stock Option Stock shall not be not less than one hundred percent (100%) % of the Fair Market Value of a share of Common Stock on the Option Stock at the Option Date. In the event an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) Effective Date of the voting power of all classes of the CompanyOption's stock then outstandinggrant. Except as otherwise provided in Section 7.3, the price term of the shares of Option Stock which will be covered by such each Option shall be not less than one hundred ten percent (110%) of as specified by the Fair Market Value of Board; provided, however, that, unless otherwise designated by the Option Stock at the Option Date. Non-Qualified Board, no Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof. (b) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after the expiration of ten (10) later than 10 years from the date such Option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Effective Date owns more than ten percent (10%) of the voting power of all shares of the classes of CompanyOption's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), (d) and (e) below. The exercise of any Option will be contingent upon receipt by the Company of payment as provided in paragraph (f) below for the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any shares subject to an Option unless and until certificates for such shares are issued under the terms of the Plangrant.

Terms and Conditions of Options. Whenever the Committee shall designate an Optionee, it shall communicate to the Secretary (a) All Options must be granted within 10 years of the Company the name Effective Date of the Optionee, the number of shares this Plan as defined in Section 20. (b) The Committee may grant Options which are intended to be Optioned Incentive Stock Options and such other Nonqualified Stock Options, either separately or jointly, to an eligible employee. (c) The grant of Options shall be evidenced by a written instrument (an Option Agreement) containing terms and conditions as it shall determine, not inconsistent established by the Committee consistent with the provisions of this Plan. The President or other officer of the Company shall then enter into an Option Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as determined by the Committee:. (ad) Number of Not less than 100 shares and option price. The Option Agreement shall state may be purchased at any one time unless the number purchased is the total number at that time purchasable under the Plan. (e) The recipient of an Option shall have no rights as a shareholder with respect to any shares covered by his Option until payment in fall by him for the shares being purchased. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock is fully paid for, except as provided in Section 16. (f) The aggregate fair market value of the stock (determined as of the time the Option is granted) with respect to which it pertainsIncentive Stock Options are exercisable for the first time by any participant during any calendar year (under all benefit plans of the Corporation, the Bank or any Subsidiary, if applicable) shall not exceed $100,000; provided, however, that such $100,000 limit of this subsection (f) shall not apply to the grant of Nonqualified Stock Options. The price Committee may grant Options which are exercisable in excess of Incentive Stock Option Stock the foregoing limitations, in which case Options granted which are exercisable in excess of such limitation shall be not less than one hundred percent Nonqualified Stock Options. (100%g) of the Fair Market Value of the Option Stock at the Option Date. In the event All stock obtained pursuant to an option which qualifies as an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) of the voting power of all classes of the Company's stock then outstanding, the price of the shares of Option Stock which will be covered by such Option shall be not less than one hundred ten percent held in escrow for a period which ends on the later of (110%i) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof. two (b) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after the expiration of ten (102) years from the date such of the granting of the Option is grantedor (ii) one (1) year after the transfer of the stock pursuant to the exercise of the Option. Except, however, Incentive Stock Options granted to any The stock shall be held by the Corporation or its designee. The employee who at has exercised the Option Date owns more than ten percent (10%) shall during such holding period have all rights of a shareholder, including but not limited to the rights to vote, receive dividends and sell the stock. The sole purpose of the voting power escrow is to inform the Corporation of all shares a disqualifying disposition of the classes stock within the meaning of Company's stock then outstanding, may not be exercisable after expiration Section 422 of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), (d) and (e) below. The exercise of any Option will be contingent upon receipt by the Company of payment as provided in paragraph (f) below for the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributeesCode, as the case may beamended, will be, or will and it shall be deemed to be, a holder of any shares subject to an Option unless and until certificates administered solely for such shares are issued under the terms of the Planthat purpose.

Terms and Conditions of Options. Whenever An Option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee Board; provided, however, that except as provided in Article 9 of this Plan, no Option shall designate an Optionee, it shall communicate to be exercisable sooner than one year from the Secretary Effective Date of the Company Option and the name Option shall first become exercisable with respect to no more than 20% of the Optionee, the number of shares covered by the Option on the date which is one year from the Effective Date of the Option with no more than an additional 20% first becoming exercisable on each subsequent anniversary thereof until such Option is exercisable in full. Notwithstanding the preceding sentence, the Board may grant an Option that is exercisable in full immediately upon grant provided that the shares purchased upon exercise of any such Option shall be Restricted Stock, the Restriction Period for which shall begin on the Effective Date of the Option and, except as provided in Article 9 of this Plan, shall end no sooner than (i) one year with respect to 20% of the shares covered by the Option, (ii) two years with respect to an additional 20% of the shares covered by the Option, (iii) three years with respect to an additional 20% of the shares covered by the Option, (iv) four years with respect to an additional 20% of the shares covered by the Option, and (v) five years with respect to the remainder of shares covered by the Option. The preceding provisions to the contrary notwithstanding, solely for purposes of determining the percentage of shares exercisable pursuant to an Option and the Restriction Period with respect to Restricted Stock purchased upon exercise of an Option, the Effective Date of an Option granted to an Employee in substitution for the cancellation of all phantom share units previously granted to such Employee under a phantom stock plan of AdamsLabs in effect prior to the date of adoption of this Plan shall be Optioned the original effective date of the grant of such phantom share units. Any Restricted Stock purchased pursuant to the exercise of an Option as provided in the preceding provisions of this Section shall be subject to the terms of Article 8 of this Plan and such other terms and conditions as it shall determine, not inconsistent with the provisions of this PlanPlan that are applicable to Restricted Stock, and the Award Agreement for such Option shall provide that in the event of the Participant's termination of employment or termination of services as a Consultant during the Restriction Period for any reason, all shares with respect to which the Restriction Period has not ended shall be forfeited to AdamsLabs and AdamsLabs shall pay to the Participant an amount equal to the lesser of the price paid by the Participant upon exercise of the shares so forfeited or the Fair Market Value of the shares on the date of forfeiture; provided, however, that for this purpose, the "price paid by the Participant upon exercise" of a Nonqualified Stock Option that is exercised solely by means of the withholding of shares which otherwise would be acquired on exercise shall be zero. The President or other officer price at which a share of the Company shall then enter into Common Stock may be purchased upon exercise of an Option Agreement with the Optionee, complying with and subject to the following terms and conditions and setting forth such other terms and conditions of the Option as shall be determined by the Committee: (a) Number of shares and option price. The Option Agreement Board, but such exercise price shall state the total number of shares to which it pertains. The price of Incentive Stock Option Stock shall not be not less than one hundred percent (100%) % of the Fair Market Value of a share of Common Stock on the Option Stock at the Option Date. In the event an Incentive Stock Option is granted to an employee, who, at the Option Date, owns more than ten percent (10%) Effective Date of the voting power of all classes of the CompanyOption's stock then outstandinggrant. Except as otherwise provided in Section 7.3, the price term of the shares of Option Stock which will be covered by such each Option shall be not less than one hundred ten percent (110%) of as specified by the Fair Market Value of Board; provided, however, that, unless otherwise designated by the Option Stock at the Option Date. Non-Qualified Board, no Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of grant. The Option price shall be subject to adjustment as provided in Section 7 hereof. (b) Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options upon a "Change in Control" of the Company, as defined in Section 6(h) below. In addition, no Option granted, shall by its terms, be exercisable after the expiration of ten (10) later than 10 years from the date such Option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Effective Date owns more than ten percent (10%) of the voting power of all shares of the classes of CompanyOption's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as provided in paragraphs (c), (d) and (e) below. The exercise of any Option will be contingent upon receipt by the Company of payment as provided in paragraph (f) below for the full purchase price of such shares. No Optionee or his or her legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any shares subject to an Option unless and until certificates for such shares are issued under the terms of the Plangrant.