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TECHNISCAN, INC. EMPLOYEE STOCK OPTION PLAN Effective June 12, 2001

Option Agreement

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TECHNISCAN, INC

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Title: TECHNISCAN, INC. EMPLOYEE STOCK OPTION PLAN Effective June 12, 2001
Date: 10/16/2009

TECHNISCAN, INC. EMPLOYEE STOCK OPTION PLAN Effective June 12, 2001, Parties: techniscan  inc
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Exhibit 10.3

TECHNISCAN, INC.

EMPLOYEE STOCK OPTION PLAN

Effective June 12, 2001

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

Article

 

 

 

 

 

 

Number

 

Description

 

 

ARTICLE I

 

 

NAME, PURPOSES, AND EFFECTIVE DATE

 

1

 

 

1.1

 

Name of Plan

 

1

 

 

1.2

 

Purposes

 

1

 

 

1.3

 

Effective Date

 

1

 

 

 

 

 

 

 

 

 

ARTICLE II

 

 

DEFINITIONS

 

1

 

 

2.1

 

“Affiliate”

 

1

 

 

2.2

 

“Award”

 

2

 

 

2.3

 

“Award Agreement”

 

2

 

 

2.4

 

“Board”

 

2

 

 

2.5

 

“Cause”

 

2

 

 

2.6

 

“Code”

 

2

 

 

2.7

 

“Committee”

 

2

 

 

2.8

 

“Company”

 

2

 

 

2.9

 

“Consultant”

 

2

 

 

2.10

 

“Director”

 

2

 

 

2.11

 

“Disability”

 

2

 

 

2.12

 

“Early Retirement”

 

2

 

 

2.13

 

“Employee”

 

2

 

 

2.14

 

“Fair Market Value”

 

3

 

 

2.15

 

“Incentive Stock Option”

 

3

 

 

2.16

 

“Nonqualifled Stock Option”

 

3

 

 

2.17

 

“Normal Retirement”

 

3

 

 

2.18

 

“Optionee”

 

3

 

 

2.19

 

“Participant”

 

3

 

 

2.20

 

“Performance Award”

 

3

 

 

2.21

 

“Plan”

 

3

 

 

2.22

 

“Restricted Stock Award”

 

3

 

 

2.23

 

“Retirement”

 

3

 

 

2.24

 

“Stock” or “Share”

 

3

 

 

2.25

 

“Stock Appreciation Right”

 

3

 

 

2.26

 

“Stock Option” or “Option”

 

3

 

 

 

 

 

 

 

 

 

ARTICLE III

 

 

ELIGIBILITY FOR AWARDS

 

4

 

 

 

 

 

 

 

 

 

ARTICLE IV

 

 

CAPITAL STOCK

 

4

 

 

4.1

 

The Shares

 

4

- i -


 

 

 

 

 

 

 

 

 

 

Article

 

 

 

 

 

 

Number

 

Description

 

 

 

 

4.2

 

Stock Subject to the Plan

 

4

 

 

 

 

 

 

 

 

 

ARTICLE V

 

 

STOCK OPTIONS

 

4

 

 

5.1

 

Grant of Options

 

4

 

 

5.2

 

Types of Options

 

5

 

 

5.3

 

Conformity with Code Section 422

 

5

 

 

5.4

 

Waiver of Other Amounts

 

5

 

 

5.5

 

Terms and Conditions

 

5

 

 

 

 

a.

 

Option Price

 

5

 

 

 

 

b.

 

10% Stockholder

 

5

 

 

 

 

c.

 

Option Term

 

5

 

 

 

 

d.

 

Exercisability

 

5

 

 

 

 

e.

 

Method of Exercise

 

6

 

 

 

 

f.

 

Rights of Holders

 

6

 

 

 

 

g.

 

Consideration

 

6

 

 

 

 

h.

 

Cash-Out

 

7

 

 

 

 

i.

 

Replacement Options

 

7

 

 

 

 

j.

 

Vesting

 

7

 

 

 

 

k.

 

Disability of Optionee

 

7

 

 

 

 

1.

 

Death of Optionee

 

7

 

 

 

 

m.

 

Retirement

 

8

 

 

 

 

n.

 

Other Termination of Employment or Relationship as a Director or Consultant

 

8

 

 

 

 

o.

 

Securities Law Compliance

 

8

 

 

 

 

p.

 

Dollar Limitation on Incentive Stock Options

 

9

 

 

 

 

q.

 

Continuous Status as an Employee, Director or Consultant

 

9

 

 

 

 

 

 

 

 

 

ARTICLE VI

 

 

STOCK APPRECIATION RIGHTS

 

9

 

 

6.1

 

Grant and Exercise

 

9

 

 

6.2

 

Termination

 

9

 

 

6.3

 

Surrender of Stock Option

 

9

 

 

6.4

 

Terms and Conditions

 

10

 

 

 

 

a.

 

When Exercisable

 

10

 

 

 

 

b.

 

Effect of Exercise

 

10

 

 

 

 

c.

 

Relation to Stock Option

 

10

 

 

 

 

d.

 

Effect on Share Limitation

 

10

 

 

 

 

e.

 

Exercise Upon Adjustment

 

10

 

 

 

 

 

 

 

 

 

ARTICLE VII

 

 

RESTRICTED STOCK AWARDS

 

10

 

 

7.1

 

Administration

 

10

 

 

7.2

 

Criteria for Award

 

11

 

 

7.3

 

Varying Provisions

 

11

- ii -


 

 

 

 

 

 

 

 

 

 

Article

 

 

 

 

 

 

Number

 

Description

 

 

 

 

7.4

 

Awards and Certificates

 

11

 

 

 

 

a.

 

Purchase Price

 

11

 

 

 

 

b.

 

Acceptance of Award

 

11

 

 

 

 

c.

 

Stock Certificate

 

11

 

 

 

 

d.

 

Custody of Certificates

 

11

 

 

7.5

 

Restrictions and Conditions

 

11

 

 

 

 

a.

 

Restriction Period

 

11

 

 

 

 

b.

 

Shareholder Rights

 

11

 

 

 

 

c.

 

Forfeiture of Shares

 

12

 

 

 

 

d.

 

Waiver of Restrictions

 

12

 

 

 

 

e.

 

Delivery of Shares

 

12

 

 

 

 

 

 

 

 

 

ARTICLE VIII

 

 

PERFORMANCE AWARDS

 

12

 

 

8.1

 

Grant of Right to Earn Award

 

12

 

 

8.2

 

Participant Consideration

 

12

 

 

8.3

 

Award Agreement

 

12

 

 

8.4

 

Shares Granted as Performance Award

 

12

 

 

 

 

 

 

 

 

 

ARTICLE IX

 

 

ADJUSTMENTS

 

13

 

 

9.1

 

Recapitalizations, Etc

 

13

 

 

9.2

 

Acceleration of Exercise

 

13

 

 

9.3

 

Right to Call Options

 

13

 

 

9.4

 

Committee Decision Final

 

13

 

 

9.5

 

Compliance with Code Section 280G

 

13

 

 

 

 

 

 

 

 

 

ARTICLE X

 

 

ADMINISTRATION

 

14

 

 

10.1

 

The Board

 

14

 

 

10.2

 

The Committee

 

14

 

 

10.3

 

Construction and Interpretation of the Plan

 

14

 

 

10.4

 

Delegation of Operational Responsibilities

 

14

 

 

10.5

 

Indemnification of Committee

 

15

 

 

 

 

 

 

 

 

 

ARTICLE XI

 

 

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

 

15

 

 

11.1

 

Plan Amendment

 

15

 

 

11.2

 

Amendment of Awards

 

15

 

 

11.3

 

Suspension or Termination

 

16

 

 

 

 

 

 

 

 

 

ARTICLE XII

 

 

REVIEW PROCEDURE UPON DENIAL OF A CLAIM

 

16

 

 

12.1

 

Notice of Denial of Claim

 

16

 

 

12.2

 

Review Procedure

 

16

- iii -


 

 

 

 

 

 

 

 

 

 

Article

 

 

 

 

 

 

Number

 

Description

 

 

ARTICLE XIII

 

 

GENERAL PROVISIONS

 

16

 

 

13.1

 

Securities Restrictions

 

16

 

 

13.2

 

Restrictions on Transferability

 

17

 

 

13.3

 

Other Arrangements

 

17

 

 

13.4

 

No Vested Rights

 

17

 

 

13.5

 

Federal Tax Obligations

 

17

 

 

13.6

 

Right of First Refusal and Redemption

 

17

 

 

13.7

 

Written Award Agreement

 

17

 

 

13.8

 

Unfunded Status of Plan

 

18

 

 

13.9

 

Designation of Beneficiary

 

18

 

 

13.10

 

Severability

 

18

 

 

13.11

 

Construction

 

18

 

 

13.12

 

Headings

 

18

 

 

13.13

 

Notices

 

18

 

 

13.14

 

Governing Law

 

19

 

 

 

 

 

 

 

 

 

SIGNATURE PAGE

 

19

- iv -


 

TECHNISCAN, INC.

EMPLOYEE STOCK OPTION PLAN

Effective June 12, 2001

ARTICLE I

NAME, PURPOSES, AND EFFECTIVE DATE

     1.1 Name of Plan . The Plan created in accordance with the terms hereof shall be known as the TechniScan, Inc., Employee Stock Option Plan (hereinafter referred to as the “Plan”).

     1.2 Purposes .

          a. The purpose of the Plan is to provide a means by which selected managerial, technical and salaried Employees and Directors of and Consultants to, the Company, and its Affiliates, may be given an opportunity to purchase stock of the Company through Stock Options.

          b. The Company, by means of the Plan, seeks to secure and retain the services of persons who are now or who may be in the future key Employees or Directors of or Consultants to the Company or its Affiliates and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

          c. It is intended that eligibility under this Plan for Incentive Stock Options be restricted to the salaried employees of the Company. All provisions of this Plan shall be construed to effectuate such purposes.

     1.3 Effective Date . The Plan shall he effective as of the date of its adoption by the Board of Directors, subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board.

ARTICLE II

DEFINITIONS

     The following terms and phrases shall have the following meanings when used herein, unless a different meaning is clearly required by the context:

     2.1 “ Affiliate ” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and

 


 

(f) respectively, of the Code, including without limitation TechniScan Medical, Inc., a Delaware corporation.

     2.2 “ Award ” means a Stock Option, Stock Appreciation Right, Restricted Stock or any other Award or benefit granted under this plan.

     2.3 “ Award Agreement ” means the written document(s) executed by the Company and a Participant which sets forth the terms and conditions of a grant by the Company to such Participant of an Award.

     2.4 “ Board ” means the Board of Directors of the Company.

     2.5 “ Cause ” means any act or failure to act by a Participant, involving a Participant’s (i) willful misconduct, dishonesty or malfeasance; (88) conviction of a felony; (iii) gross negligence; or (iv) aid to a competitor, which is directly and materially harmful to the business or reputation of the Company.

     2.6 “ Code ” means the Internal Revenue Code of 1986 including its separate and various provisions, as the Code or those provisions may be amended from time to time, and any successor thereto.

     2.7 “ Committee ” means an administrative committee duly elected or appointed by the Board pursuant to Article X hereof, having control over and responsibility to administer the Plan. If at any time no Committee shall be duly elected and serving for whatever reason, then the functions of the Committee specified in the Plan shall be exercised by the Board.

     2.8 “ Company ” means TechniScan, Inc., a corporation organized under the laws of the State of Utah, or any successor organization.

     2.9 “ Consultant ” means an independent contractor hired by the Company to provide expert advisory, technical or consulting services to the Company.

     2.10 “ Director ” means a member of the Board.

     2.11 “ Disability ” shall have the same meaning as under the Company’s retirement plan, as amended from time to time, and if none, as the Committee may otherwise provide from time to time.

     2.12 “ Early Retirement ” means retirement with consent of the Committee from active employment with the Company or an Affiliate prior to normal retirement age under provisions of the Company’s retirement plan, if such a plan is in effect at the time, or retirement prior to age 65, if no retirement plan is then in place.

     2.13 “ Employee ” means a person who is on the payroll records of the Employer as a common law employee, as determined solely by the Employer. For purposes of this Plan, “Employer” means the Company or any of its Affiliates.

- 2 -


 

     2.14 “ Fair Market Value ” means the fair market value of a Share for all relevant purposes under the Plan, which shall be determined by the Committee acting in good faith.

     2.15 “ Incentive Stock Option ” means any Stock Option intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

     2.16 “ Nonqualified Stock Option ” means any Stock Option that is not an Incentive Stock Option.

     2.17 “ Normal Retirement ” means retirement from active employment with the Company or an Affiliate pursuant to the normal retirement provisions of the Company’s retirement plan, if such a plan is in effect at the time, or retirement at or after age 65, if no retirement plan is then in place.

     2.18 “ Optionee ” means an Employee, Director or Consultant who holds an outstanding Stock Option, except that only an Employee can be an Optionee with respect to an Incentive Stock Option.

     2.19 “ Participant ” means an Employee, Director or Consultant to whom the Committee, in its discretion, grants an Award pursuant to the Plan.

     2.20 “ Performance Award ” means an Award made pursuant to Article VIII below that is payable in cash and/or Stock (including Restricted Stock) in accordance with the terms of the grant, based on Company, business unit and/or individual performance over a specified period of time.

     2.21 “ Plan ” means the TechniScan, Inc., Employee Stock Option Plan set forth in this document.

     2.22 “ Restricted Stock Award ” means an Award of Shares of Stock that is subject to the provisions of Article VII below. “Restricted Stock” is stock restricted from sale, pledge, assignment or other transfer pursuant to applicable securities laws and/or restrictions placed on the stock by the Committee.

     2.23 “ Retirement” means either Normal or Early Retirement

     2.24 “ Stock ” or “ Share ” means the voting and nonvoting common stock of the Company.

     2.25 “ Stock Appreciation Right ” means the right, pursuant to an Award granted under Article VI below, to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount equal to the difference between (i) the Fair Market Value, as of the date such Stock Option (or such portion thereof) is surrendered, of the Shares of Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

     2.26 “ Stock Option ” or “ Option ” means any option to purchase shares of Stock granted pursuant to Article V.

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ARTICLE III

ELIGIBILITY FOR AWARDS

     Awards shall be granted to such Participants as the Committee shall select from time to time. A Participant may hold more than one Award, but only on the terms and subject to the restrictions hereinafter set forth. Different Participants may be granted Awards with different terms, in connection with different amounts of Shares.

     Notwithstanding any other provision contained herein, Incentive Stock Options may be granted only to Employees. All other Awards hereunder may be granted to Employees, Directors or Consultants.

ARTICLE IV

CAPITAL STOCK

     4.1 The Shares . Shares of Stock issued to Participants pursuant to Awards hereunder may constitute an original issue of authorized Stock or may consist of previously issued Stock reacquired by the Company, as shall be determined by the Board.

     4.2 Stock Subject to the Plan .

          a. The maximum number of Shares of Stock authorized for issuance under the Plan with respect to the grant of Awards while the Plan is in effect, subject to adjustment in accordance with Section 9.1 below, shall be 500,000 Shares, or such other number of Shares as may be subsequently approved by the Board, and if required pursuant to Section 422 of the Code, by the Shareholders.

          b. Any unused portion of the Shares available for Award in any award year shall be carried forward and shall be made available for Awards in succeeding calendar years. The Shares related to the unexercised or undistributed portion of any terminated, expired or forfeited Award with respect to which no material benefit was received by a Participant (e.g. dividends) also shall be made available for distribution in connection with future Awards under the Plan.

ARTICLE V

STOCK OPTIONS

     5.1 Grant of Options. Stock Options may be granted alone, in addition to or in tandem with other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

- 4 -


 

     5.2 Types of Options . The Committee shall have the authority to grant Incentive Stock Options, Nonqualified Stock Options, or both types of Stock Options (in each case with or without Stock Appreciation Rights), with respect to the voting and/or nonvoting common stock of the Company. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Nonqualified Stock Option.

     5.3 Conformity with Code Section 422 . Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participant(s) affected, to disqualify any Incentive Stock Option under such Section 422.

     5.4 Waiver of Other Amounts . In the discretion of the Committee, Nonqualified Stock Options or Shares of Stock may be issued to an Employee in consideration of the waiver of a portion of such Employee’s salary, compensation or fees, with the spread between the exercise price of such Stock Options and the then Fair Market Value of the Stock being equal to the salary, compensation or fees waived, or on such other terms and provisions as the Committee may in its discretion provide.

     5.5 Terms and Conditions . Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem appropriate, and with respect to Incentive Stock Options, in conformity with Section 422 of the Code.

          a. Option Price . The option price per Share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of the Stock at the time of grant for Incentive Stock Options and such percentage of the Fair Market Value of the Stock at the time of grant or such dollar price for Nonqualified Options as the Committee in its discretion may determine.

          b. 10% Stockholder . Any Incentive Stock Option granted to any Optionee who, at the time the Option is granted, owns more than 10% of the voting power of all classes of stock of the Company or of an Affiliate shall have an exercise price no less than 110% of Fair Market Value per Share on date of the grant.

          c. Option Term . The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted. However, any Incentive Stock Option granted to any Optionee who, at the time the Option is granted owns more than 10% of the voting power of all classes of Stock of the Company or of an Affiliate may not have a term of more than five (5) years. No Option may be exercised by any person after expiration of the term or exercise period of the Option.

          d. Exercisability . Stock Options shall be exercisable at such time or times and subject to such terms and conditions as are contained herein or in an Award Agreement, If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time at or after grant in whole or in part, based on such factors as the Committee shall determine, in its sole discretion.

- 5 -


 

          e. Method of Exercise . Stock Options may be exercised in whole or in part by giving written notice of exercise to the Company, in such form as the Committee shall determine, specifying the number of Shares of Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as specified below.

          f. Rights of Holder . No Shares shall be issued until full payment has been made therefore. An Optionee shall generally have the right to dividends and other rights of a Shareholder with respect to Shares subject to the Option when the Optionee has given written notice of exercise, has paid in full for such Shares, and, if requested, has given appropriate securities law representations as required by this Plan or an Award Agreement.

          g. Consideration . The purchase price of Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) in the discretion of the Committee, and subject to Section 422 of the Code, the subparagraphs below and other provisions of this Plan, (A) by delivery to the Company of other Stock of the Company. (B) according to a loan or other deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Stock of the Company) with the person to whom the Option is granted, or (C) in any other form of legal consideration that may be acceptable in the sole discretion of the Committee.

               (1) The Committee may arrange for and offer loans to a Participant under the Plan to pay for the exercise of any Stock Option or other Award if applicable, provided that no Participant shall have a right or entitlement to such a loan, and loans may be determined on a basis of individual selection in the sole and absolute discretion of the Committee governed at all times by any applicable provision of law. Any such loan shall contain such terms and provisions and require the execution of such documents as the Committee in its discretion may determine.

               (2) In the case of any loan or other deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the imputation of interest under any applicable provisions of the Code.

               (3) If payment of the exercise price of a Stock Option is made in whole or in part in the form of Stock, such Stock (and any replacement Shares relating thereto) shall remain (or be) restricted in accordance with the original terms of the Award in question, and any additional Stock received upon such exercise shall be subject to the same forfeiture restrictions, unless otherwise determined by the Committee, in its sole discretion, at or after grant.

               (4) If payment of the exercise price of a Stock Option is made in whole or in part in the form of unrestricted Stock already owned by the Optionee, the Company may require that such Stock shall have been owned by the Optionee for a certain minimum period of time so that such payment will not result in a charge to the Company’s earnings as a result of the exercise. Such provision may be used in the discretion of the Company to prevent a pyramid exercise.

          h. Cash-Out . On receipt of written notice of exercise, the Committee may, in its sole discretion, elect to cash out all or part of the portion of the Option(s) to be exercised by

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paying the Optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of the Stock over the Option price (the “Spread Value”) on the effective date of such cash-out.

          i. Replacement Options . If an Option granted pursuant to the Plan may be exercised by an Optionee by means of a stock-for-stock swap method of exercise as provided in Section 5.5(g) above, then the Committee may, subject to Section 422 of the Code, in its sole discretion, from time to time and from Participant to Participant, authorize the Optionee to receive a replacement Option upon exercise of an Option hereunder. This replacement Option shall cover a number of Shares determined in an equitable manner by the Committee, but in no event more than the number of Shares equal to the difference between the number of Shares of the original Option exercised and the net Shares received by the Optionee from such exercise. The exercise price of the replacement Option shall equal the then current Fair Market Value of the Shares, and the term of the replacement Option shall extend to the expiration date of the original Option.

          j. Vesting . The total number of Shares of Stock subject to an Option may, but need not, be allotted in periodic installments (which may, hut need not, be equal). The Award Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable (“vest”) with respect to some or all of the Shares allotted to that period, and may be exercised with respect to some or all of the Shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions as to the time or times when it may be exercised and as to the minimum number of Shares with respect to which the Option may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate.

          k. Disability of Optionee . In the event an Optionee’s Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date three (3) months following such termination (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of the Option as set forth in the Award Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time period specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to and again become available for issuance under the Plan.

          l. Death of Optionee . In the event of the death of an Optionee during, or within a period specified in the Award Agreement after the termination of, the Optionee’s Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at date of death) by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionee’s death, but only within the period ending on the earlier of (i) the date three (3) months following the date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such

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Option as set forth in the Award Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time period specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to and again become available for issuance under the Plan.

          m. Retirement . In the event an Optionee’s Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee’s Retirement, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date three (3) months following such termination (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of the Option as sat forth in the Award Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time period specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to and again become available for issuance under the Plan.

          n. Other Termination of Employment or Relationship as a Director or Consultant . Unless otherwise determined by the Committee at or after grant, if an Optionee’s employment or other relationship with the Company terminates for any reason other than Death, Disability or Retirement, or for Cause, the Option shall thereupon terminate, except that such Option


 
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