2.4 ADJUSTMENTS IN OPTION. In the event that the outstanding
shares of Common Stock subject to the Option are increased, decreased, changed
into or exchanged for a different number or kind of shares of the Company or
other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split up, spin-off, stock dividend or
combination of shares or other recapitalization or reorganization, the Committee
shall make an appropriate and equitable adjustment in the number and kind of
shares as to which the Option, or portions thereof then unexercised, shall be
exercisable. Such adjustment in the Option shall be made without change in the
total price applicable to the unexercised portion of the Option (except for any
change in the aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in the Option price per
share. Any such adjustment made by the Committee shall be final and binding upon
the Holder, the Company and all other interested persons.
2.5 NON-QUALIFIED STOCK OPTION. This Option shall be deemed a
non-qualified stock option under the Code.
III. PERIOD OF EXERCISABILITY
3.1 COMMENCEMENT OF EXERCISABILITY.
(a) Except as otherwise set forth in any authorized
appendix to the signature page hereto, the Option shall vest and become
exercisable as follows:
(i) on the Date of Grant, the Option shall not be
vested and shall not be exercisable as to any of the Shares subject hereto;
(ii) on the 91st day from the Date of Grant, the
Option shall be fully vested and exercisable as to 25% of the original Shares
subject hereto;
(iii) on the 181st day from the Date of Grant, the
Option shall be fully vested and exercisable as to an additional 25% of the
original Shares subject hereto;
(iv) on the 271st day from the Date of Grant, the
Option shall be fully vested and exercisable as to an additional 25% of the
original Shares subject hereto; and
(v) on the date which is one year from the Date of
Grant, the Options shall be fully vested and exercisable as to all of the
original Shares subject hereto.
(b) Except as otherwise set forth in the Plan, no
portion of the Option which is unexercisable at Termination of Employment shall
thereafter become exercisable.
3.2 DURATION OF EXERCISABILITY. The installments provided for
in Section 3.1 are cumulative. Each such installment which becomes exercisable
pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable
under Section 3.3.
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