Shares Subject to the Plan Contract Clauses (1,335)

Shares Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 15, the total number of Shares authorized to be awarded under the Plan will not exceed 1,500,000 Shares. Shares issued under the Plan will consist in whole or in part of authorized but unissued Shares, treasury Shares, or Shares purchased on the open market or otherwise, all as determined by the Company from time to time. Subject to adjustment under Section 15, 1,500,000 Shares available for issuance under the Plan will be available... for issuance as Incentive Stock Options. 4.2. Share Counting Each Share granted in connection with an Award will be counted as one Share against the limit in Section 4.1, subject to this Sections 4.2. Share-based Performance Awards will be counted assuming maximum performance results (if applicable) until such time as actual performance results can be determined. Any Award settled in cash will not be counted as Shares for any purpose under the Plan. If any Award expires, or is terminated, surrendered, or forfeited, in whole or in part, the unissued Shares covered by that Award will again be available for the grant of Awards. In the case of any Substitute Award, such Substitute Award will not be counted against the number of Shares reserved under the Plan. The full number of Shares with respect to which an Option or SAR is granted will count against the aggregate number of Shares available for grant under the Plan. Accordingly, if in accordance with the Plan, a Grantee pays the Option Price for an Option by either tendering previously owned Shares or having the Company withhold Shares, then such Shares surrendered to pay the Option Price will continue to count against the aggregate number of Shares available for grant under the Plan set forth in Section 4.1. In addition, if in accordance with the Plan, a Grantee satisfies any tax withholding requirement with respect to any taxable event arising as a result of the Plan by either tendering previously owned Shares or having the Company withhold Shares, then such Shares surrendered to satisfy such tax withholding requirements will continue to count against the aggregate number of Shares available for grant under the Plan set forth in Section 4.1. Any Shares repurchased by the Company with cash proceeds from the exercise of Options will not be added back to the pool of Shares available for grant under the Plan set forth in Section 4.1. 4.3. Award Limits for Non-Employee Directors [Intentionally Omitted] 9 5. EFFECTIVE DATE, DURATION AND AMENDMENTS 5.1. Term The Plan will be effective as of the Effective Date, provided that it has been approved by the Stockholders. The Plan will terminate automatically on the ten-year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. 5.2. Amendment and Termination of the Plan The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards that have not been made. An amendment will be contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law, or required by applicable securities exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 will be contingent upon the approval of the Stockholders. No Awards may be granted after the Termination Date. The applicable terms and conditions of the Plan, and any terms and conditions applicable to Awards granted before the Termination Date will survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination of the Plan will, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded. View More

Shares Subject to the Plan. Subject to the provisions of Section 11 herein, the maximum aggregate number of Shares that may be issued under the Plan is fifteen thousand (15,000) Common Shares, all of which may be issued under the Plan pursuant to Incentive Options. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurcha...sed Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan and Shares issued under the Plan and later repurchased by the Company at the original purchase price paid for the Shares (including, without limitation, upon repurchase by the Company in connection with the termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Any Shares issued under the Plan and later repurchased by the Company pursuant to any other repurchase right that the Company may have shall not be available for future grant under the Plan. View More