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Incentive
Stock Option
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This Option is
intended to be an incentive stock option under Section 422 of the
Internal Revenue Code and will be interpreted accordingly. If you
cease to be an employee of the Corporation or a subsidiary but
continue to provide Service, this Option will be deemed a
non-statutory stock option three months after you cease to be an
employee. In addition, to the extent that all or part of this
Option exceeds the $100,000 rule of section 422(d) of the Internal
Revenue Code, this Option or the lesser excess part will be deemed
to be a non-statutory stock option.
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Vesting
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This Option is
only exercisable before it expires and only with respect to the
vested portion of the Option. Subject to the preceding sentence,
you may exercise this Option, in whole or in part, to purchase a
whole number of vested shares not less than 100 shares, unless the
number of shares purchased is the total number available for
purchase under the Option, by following the procedures set forth in
the Plan and below in this Agreement.
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[To be
determined.]
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[ALT: Reduction in Option Shares
Upon Change in Status
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The Number of
Option Shares specified in this Notice is at a level which the Plan
Administrator considered commensurate with Optionee’s
position and compensation with the Corporation as of the Grant Date
of the Option. In the event that Optionee’s position with the
Corporation is changed for any reason to a position of less
responsibility and compensation (the “Change in
Status”), the Plan Administrator may, in its sole discretion,
reduce the number of Option Shares that are subject to the Option
but have not yet become exercisable in accordance with the Exercise
Schedule, effective as of the time of the Change in Status. In such
event, the Option shall remain outstanding with respect to such
lesser number of Option Shares, and shall continue to be governed
by the terms of the Option as evidenced by the attached Stock
Option Agreement. The Exercise Schedule shall remain in place,
provided, however, that each installment of the Option Shares
scheduled to become exercisable after the effective date of the
Change in Status shall be reduced proportionately to reflect the
new reduced number of Option Shares subject to the Option. Optionee
shall be notified of the reduction in the aggregate number of
Option Shares and the reduced number of Option Shares which shall
become exercisable pursuant to each installment under the Exercise
Schedule. Immediately upon the Change in Status, Optionee shall
lose all rights and entitlement with respect to the number of
Option Shares by which the Option is reduced.
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Term
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Your Option
will expire at the close of business at Company headquarters on the
day before the anniversary of the
Grant Date, as shown on the cover sheet. Your Option will expire
earlier if your Service terminates, as described below.
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Regular
Termination
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If your Service
terminates for any reason, other than death, Disability or
Misconduct, then your Option will expire at the close of business
at Company headquarters three months after your termination
date.
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Termination
for Misconduct
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If your Service
is terminated for Misconduct, then you shall immediately forfeit
all rights to your Option and the Option shall immediately
expire.
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Death
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If your Service
terminates because of your death, then your Option will expire at
the close of business at Company headquarters on the date 12 months
after the date of death. During that 12-month period, your estate
or heirs may exercise the vested portion of your Option.
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In addition, if
you die during the three-month period described in connection with
a regular termination (i.e., a termination of your Service not on
account of
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