Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per share, which
... (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such grant may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each grant of Option Rights will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and
will shall be subject to all of the
requirements, limitations, contained in the following provisions:
(a) a. Each grant
will shall specify the number of Common Shares to which it
pertains pertains, subject to
the limitations set forth adjustments as provided in Section
3 12 of this P
...lan. (b) b. Each grant will shall specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) c. Each grant will shall specify whether the Option Price will shall be payable (i) in cash or by check acceptable to the Company or by wire transfer Company, (ii) with the approval of immediately available funds, (ii) the Committee, by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, or (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) payment. d. To the extent permitted by law, any grant may provide for (i) deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) relates; (ii) payment of the Option Price, at the election of the Optionee, in installments, with or without interest, upon terms determined by the Committee; or (iii) any combination of such methods. e. Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) f. Each grant may shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, exercisable and any such grant may provide for the earlier exercise of such Option Rights, including Rights in the event of the a Change in Control, retirement, death or disability of a Participant the Optionee or a Change in Control. (g) other similar transaction or event as approved by the Committee. g. Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) h. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) i. The exercise of an Option Right will shall result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) j. No Option Right will shall be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) k. Each grant of Option Rights will shall be evidenced by an Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will which shall contain such terms and provisions, consistent with this Plan, Plan and applicable sections of the Code, as the Committee may approve. l. The Committee may, at or after the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis or may provide that such equivalents shall be credited against the Option Price.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price
...per share, share of Common Stock, which Option Price (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of Common Shares Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares Common Stock to which such exercise relates. 4 (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Subsidiary, if any, that is necessary before the any Option Rights or installments thereof will become exercisable, and any such grant vest. Option Rights may provide for continued vesting or the earlier exercise vesting of such Option Rights, including in the event of the retirement, death death, disability or disability termination of employment or service of a Participant or in the event of a Change in Control. (g) (f) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to regarding the exercise vesting of such rights. (h) (g) Option Rights granted under this Plan may be (i) options, including, without limitation, including Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) (h) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. (i) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) (j) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. (k) The Committee may (i) modify, extend or renew outstanding Option Rights (provided that (A) the rights of a Participant are not substantially impaired without his or her consent and (B) such action does not subject the Option Rights to Section 409A of the Code or otherwise extend the Options Rights beyond their stated term), and (ii) accept the surrender of outstanding Options Rights and authorize the granting of new Option Rights in substitution therefor. Notwithstanding anything herein to the contrary, an outstanding Option Right may not be modified to reduce the exercise price thereof nor may a new Option Right at a lower price, any other award under the Plan, or cash be substituted for a surrendered Option Right (other than adjustments or substitutions in accordance with Section 11), unless such action is approved by the Stockholders of the Company.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price
...per share, share of Common Stock, which Option Price (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of Common Shares Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Subsidiary, if any, that is necessary before the any Option Rights or installments thereof will become exercisable, vest, and any such grant may provide for any other terms that are consistent with the earlier exercise terms of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. (g) this Plan. (e) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to regarding the exercise vesting of such rights. (h) (f) Option Rights granted under this Plan may be (i) options, including, without limitation, including Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) (g) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. (h) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) (i) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number
and class of
Common Shares shares of Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Opt
...ion Price per share, share of Stock, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares shares of Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of Common Shares shares of Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares shares of Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares of Stock to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Subsidiary, if any, that is necessary before the any Option Rights or installments thereof will become exercisable, and any such grant vest. Option Rights may provide for continued vesting or the earlier exercise vesting of such Option Rights, including in the event of the retirement, death death, disability or disability termination of employment or service of a Participant or in the event of a Change in Control. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to regarding the exercise vesting of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, including Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. (j) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) (k) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price
...per share, share of Common Stock, which Option Price (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of Common Shares Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares Common Stock to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Subsidiary, if any, that is necessary before the any Option Rights or installments thereof will become exercisable, and any such grant vest. Option Rights may provide for continued vesting or the earlier exercise vesting of such Option Rights, including in the event of the retirement, death death, disability or disability termination of employment or service of a Participant or in the event of a Change in Control. (g) (f) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to regarding the exercise vesting of such rights. (h) (g) Option Rights granted under this Plan may be (i) options, including, without limitation, including Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) (h) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. (i) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) (j) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per
share, Commo...n Share, which Option Price (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares Common Shares to which such exercise relates. 5 (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Subsidiary, if any, that is necessary before the any Option Rights or installments thereof will become exercisable, and any such grant vest. Option Rights may provide for continued vesting or the earlier exercise vesting of such Option Rights, including in the event of the retirement, death death, disability or disability termination of employment or service of a Participant or in the event of a Change in Control. (g) (f) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to regarding the exercise vesting of such rights. (h) (g) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are not intended to qualify under particular provisions Section 422 of the Code, (ii) options that are not intended so to qualify, Code or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) successor provision. (h) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. (i) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) (j) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per share, which
... (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 7 (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares Shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such exercisable; provided, that, except as otherwise described in this subsection, no grant of Option Rights may become exercisable sooner than after one year. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. Control only where either (i) within a specified period the Participant's service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Option Rights are not assumed or converted into replacement awards in a manner described in the Award Agreement. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant; provided, that, in the case of Incentive Stock Options granted to 10% Shareholders, no such Option Right shall be exercisable more than 5 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. 8 (l) Each grant of Option Rights will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan.
8 (b) Each grant will specify an Option Pric
...e per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such provided that, except with respect to a grant of Option Rights to a non-employee Director or as otherwise described in this subsection, no grant of Option Rights may become exercisable sooner than after one year. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including (i) in the event of the retirement, Retirement, death or disability Disability of a Participant Participant, or (ii) in the event of a Change in Control. Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such Option Rights are not assumed or converted into replacement awards in a manner described in the Evidence of Award. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. 9 (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. thereon; provided, however, a grant to a Non-Employee Director need not be subject to this restriction. (l) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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