(c) If no Notice of Election is submitted to the Company, and prior to any Election
Effective Date, all Retainers shall be payable in cash.
Section 3.2 Number of Shares
The number of Shares to be issued to each Director electing to have his or her Retainer paid in Shares shall be determined by dividing the
dollar amount of the then payable Retainer by the fair market value of the Shares as of the most recent trading day immediately prior to the date the Retainer is otherwise payable. No fractional Shares shall be issued and any fractional Share shall
be rounded to the nearest whole Share. Subject to the terms and provisions hereof, all Shares shall be issued in certificate form in the name of the Director (or any designee) as promptly as practicable following the date of payment. For purposes of
this Section, fair market value shall be determined in accordance with Section 4.2(b) below.
Section 3.3 Eligibility
Each Director shall be granted Options in accordance with the provisions set forth herein.
Section 3.4 Non-Qualification of Options
Each Option shall be a Non-Qualified Option.
Section 3.5 Granting of Options
Each person who is a Director immediately following each annual meeting of stockholders of the Company shall receive an Option
to purchase 4,255 Shares as of the date of such annual meeting; provided that such Director shall have attended at least 75% of the meetings of the Board (which may include committee meetings) during the most recent completed fiscal year prior to
such annual meeting (or such shorter period of time as such Director held office during such fiscal year).
TERMS OF OPTIONS
Section 4.1 Option Agreement
Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized Officer of the Company and which shall contain such terms and conditions as
are consistent with the Plan.
Section 4.2 Option Price
(a) The price of the Shares subject to each Option shall be equal to 100% of the fair market value of such Shares on the date such Option is granted.
(b) For purposes of the Plan, the fair market value of a Share of the Companys Common Stock as of a given date shall be:
(i) the closing price of a Share of the Companys Common Stock on the principal exchange on which Shares of the Companys Common Stock are then trading; or (ii) if such Common Stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (1) the last sales price (if the Companys Common Stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Companys Common Stock, in each case, on such date as reported by NASDAQ or such successor quotation system; or (iii) if such Common Stock is not publicly traded on an exchange and not quoted
on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the Companys Common Stock, on such date, as determined in good faith by the Committee; or (iv) if the Companys Common Stock is not
publicly traded, the fair market value established by the Committee acting in good faith.