Common use of Incentive Stock Options Clause in Contracts

Incentive Stock Options. All Incentive Stock Options (i) shall have an exercise price per share of Common Stock of not less than 100% of the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during the Participant's employment by the Company or a Subsidiary, provided, that the Board may, in its discretion, provide at the time that an Incentive Stock Option is granted that such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's death while an employee of the Company or a Subsidiary, or (y) the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year exceeds $100,000, such Options shall be treated as Options which are not Incentive Stock Options.

Incentive Stock Options. All If the Option is identified above as an “ISO” (or “Incentive Stock Options (i) shall have an exercise price per share of Common Stock of not less than 100% of the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representativeOption”), and (iv) shall be exercisable only during then the Participant's employment by the Company or a Subsidiaryfollowing additional rules apply, provided, that the Board may, in its discretion, provide at the time that an Incentive Stock Option is granted that such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan which rules are also set forth in the event of the Participant's death while an employee of the Company or a Subsidiary, or (y) the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. Plan: · To the extent that the aggregate Fair Market Value fair market value of stock the Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year exceeds $US$100,000, such excess shall be considered to be Nonqualified Stock Options. For this purpose, the “fair market value” of the Shares subject to Options shall be determined as of the Grant Date of the Options. In reducing the number of Options treated as Options which are not Incentive Stock OptionsOptions to meet the US$100,000 limit, the most recently granted Options shall be reduced first. To the extent that a reduction of simultaneously granted Options is necessary to meet the US$100,000 limit, the Board may, in the manner and to the extent permitted by law, designate which Shares are to be treated as shares acquired pursuant to the exercise of an Incentive Stock Option. · The Option will terminate and no longer be exercisable on the tenth (10th) anniversary of the Grant Date of such Option. · The Option may not be transferred, assigned, or pledged by the Participant, except by will or by the laws of descent and distribution. The Option may be exercised during the Participant’s lifetime only by the Participant. · If the Participant makes any disposition of Shares issued to the Participant pursuant to the exercise of the Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), then the Participant agrees to notify the Corporation of such disposition within ten (10) days thereof.

Incentive Stock Options. All The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options (iincluding any Stock Appreciation Right issued in tandem therewith) shall have an exercise price per share of Common be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock of not less than 100% Option under Section 422 of the Fair Market Value Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422 of such share on the date of grantCode, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions: (iiA) the Option shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were Option is granted; provided, may be exercised only however, that if a Participant owns or is deemed to own (by such Participant reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or his guardian any parent corporation or legal representative)subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (ivf) shall be exercisable only during of the Participant's employment by Code, respectively) and the Company or a Subsidiary, provided, that the Board may, in its discretion, provide at the time that an Incentive Stock Option is granted that to such Participant, the term of the Incentive Stock Option may shall be exercised for a period ending no later than either (x) to the termination of this Plan in extent required by the event Code at the time of the Participant's death while an employee grant) for no more than five years from the date of grant; and (B) The aggregate Fair Market Value (determined as of the Company or a Subsidiary, or (y) date the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to granted) of the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value of stock Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) during any calendar year exercisable for the first time by any individual the Participant during any calendar year exceeds shall not (to the extent required by the Code at the time of the grant) exceed $100,000, such Options shall be treated as Options which are not Incentive Stock Options.

Incentive Stock Options. All The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options (iincluding any Stock Appreciation Right issued in tandem therewith) shall have an exercise price per share of Common be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock of not less than 100% Option under Section 422 of the Fair Market Value Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422 of such share on the date of grantCode, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions: (iiA) the Option shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were Option is granted; provided, may be exercised only however, that if a Participant owns or is deemed to own (by such Participant reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or his guardian any parent corporation or legal representative)subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (ivf) shall be exercisable only during of the Participant's employment by Code, respectively) and the Company or a Subsidiary, provided, that the Board may, in its discretion, provide at the time that an Incentive Stock Option is granted that to such Participant, the term of the Incentive Stock Option may shall be exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's death while an employee of the Company or a Subsidiary, or (y) the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (irequired by the Code at the time of the grant) the Participant was entitled to exercise such Option on for no more than five years from the date of termination, and grant; (iiB) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value (determined as of stock the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the first time by any individual the Participant during any calendar year exceeds shall not (to the extent required by the Code at the time of the grant) exceed $100,000, such Options shall be treated as Options which are not 1,000,000; and (C) if shares acquired by exercise of an Incentive Stock OptionsOption are disposed of within two years following the date the Incentive Stock Option is granted or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.

Incentive Stock Options. Any of the Options to be granted hereunder may constitute Incentive Stock Options to the extent expressly designated as such by the Committee or the Board. All Incentive Stock Options (i) shall have an exercise price per share of Common Stock of not less than 100% of the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), ) and (iv) shall be exercisable only during the Participant's ’s employment by the Company or a Subsidiary, provided, however, that the Board Committee may, in its discretion, provide at the time that an Incentive Stock Option is granted that such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's ’s death while an employee of the Company or a Subsidiary, Subsidiary or (y) the date which is three months after termination of the Participant's employment Termination Date for any other reason. The Board's Committee’s discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option option on the date of termination, termination and (ii) such Option option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value of stock shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year exceeds $100,000, such Options options shall be treated as Options options which are not Incentive Stock Options.

Incentive Stock Options. All Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options Options: (iA) shall have an exercise price per share of Common Stock of not less than 100% of the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during the Participant's employment by the Company or a Subsidiary, provided, that the Board may, in its discretion, provide at the time that an Incentive Stock Option is granted that such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's death while an employee of the Company or a Subsidiary, or (y) the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value (determined at the time of stock grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual Participant during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such Options shall limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Options which are not Non-Qualified Stock Options, notwithstanding any contrary provision of the applicable Award Agreement(s). (B) All Incentive Stock OptionsOptions must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the shareholders of the Company. (C) Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten (10) years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five (5) years from the date of grant. (D) The purchase price per Share for an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option. (E) Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option. (F) An Incentive Stock Option may be exercised during the Participant’s lifetime only by the Participant. An Incentive Stock Option may not be transferred, assigned, or pledged by the Participant except by will or the laws of descent and distribution.

Incentive Stock Options. All This Section 5 applies only if and to the extent the options are Incentive Stock Options Options. Notwithstanding an option being an Incentive Stock Option: (A) the option shall not qualify as an Incentive Stock Option if (i) shall have an exercise price per share you make a disposition of the Common Stock of not less than 100% of the Fair Market Value you receive upon exercise of such share on option within two years from the date Date of grantGrant or within one year after the transfer of such Common Stock to you, or (ii) shall you are not be exercisable more than ten years after an employee of the Company or its Subsidiaries on the day that is three months (or 12 months in the event of your disability (within the meaning of Section 22(e)(3) of the Code)) before the date you exercise such option; or (B) if the aggregate fair market value of grant, (iii) shall not be transferable other than the Common Stock on the Date of Grant with respect to which incentive stock options are exercisable for the first time by will or you during any calendar year under the laws Plan or any other stock option plan of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during the Participant's employment by the Company or a Subsidiaryparent or Subsidiary exceeds $100,000, providedthen such option, as to the excess, shall be treated as a Nonqualified Stock Option that does not meet the requirements of Section 422 of the Code. If and to the extent that the Board mayoptions (or a portion thereof) fail to qualify as Incentive Stock Options, in its discretion, provide at the time such options shall remain outstanding according to their terms as Nonqualified Stock Options. You acknowledge and agree that an (A) favorable Incentive Stock Option tax treatment is granted that such Incentive Stock Option may be available only if the options are exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's death while you are an employee of the Company or a Subsidiary, parent or (y) the date which is three months after termination Subsidiary of the Participant's employment Company or within a period of time specified in the Code after you cease to be an employee, (B) you are responsible for any the income tax consequences of the options and, among other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and tax consequences, you understand that you may be subject to the extent that alternative minimum tax under the Code in the year in which the applicable option is exercised, (C) you will consult with your tax adviser regarding the tax consequences of the options, and (D) you shall immediately notify the Company in writing, and provide the Company with any information requested by it, if you sell or otherwise dispose of any shares of the Company’s Common Stock acquired upon the exercise of the options and such sale or other disposition occurs on or before the later of (i) two years after the Participant was entitled to exercise such Option on the date Date of termination, and Grant or (ii) such Option would not have expired had one year after the Participant continued to be employed by exercise of the Company or a Subsidiary. To the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year exceeds $100,000, such Options shall be treated as Options which are not Incentive Stock Optionsoptions.

Incentive Stock Options. All Incentive Stock Options Unless the Committee otherwise expressly provides in the Award Agreement: (i) shall have an exercise price per share of Common Stock of not less than 100% of the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during If the Participant's employment by the Company terminates by reason other than death, Disability or cause, or by reason of a Subsidiary ceasing to be a Subsidiary, provided, that then the Board may, in its discretion, provide at Participant shall have three months after the time that an date of Termination of Employment to exercise any Incentive Stock Option is granted to the extent that it was exercisable on such date; (ii) If the Participant's employment by the Company terminates by reason of a Disability, or if Participant suffers a Disability within three months of a Termination of Employment under subsection (i) above, then the Participant or Participant's Personal Representative, as the case may be, shall have twelve months after the date of Disability (or, if earlier, Termination of Employment) to exercise any Incentive Stock Option may be exercised for a period ending no later than either to the extent that it was exercisable on such date; and (xiii) If the termination of this Plan Participant dies while in the event employ of the Company, or within three months after a Termination of Employment under subsection (i) or (ii) above, then the Participant's Beneficiary may exercise, at any time within twelve months after the Participant's Termination of Employment, any Incentive Stock Option to the extent that it was exercisable on the date of the Participant's death while an employee Termination of Employment); PROVIDED, HOWEVER, that in no event shall the Company Option be exercised after the expiration of its term or a Subsidiary, or (y) the date which is three months after its earlier termination under other provision of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year exceeds $100,000, such Options shall be treated as Options which are not Incentive Stock Optionsthis Plan.

Incentive Stock Options. All Incentive Stock Options may be granted only to Employees. Any provision of the Plan to the contrary not withstanding, (i) no Incentive Stock Option shall have an exercise price per share be granted more than ten years from the date the Plan is adopted by the Board of Common Stock of not less than 100% Directors of the Fair Market Value of such share on the date of grant, (ii) Corporation and no Incentive Stock Option shall not be exercisable more than ten years after from the date such Incentive Stock Option is granted, (ii) the Exercise Price of grantany Incentive Stock Option shall not be less than the Market Value per Share on the date such Incentive Stock Option is granted, (iii) any Incentive Stock Option shall not be transferable by the Grantee other than by will or under the laws of descent and distribution anddistribution, and shall be exercisable during the such Grantee's lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative)Grantee, and (iv) no Incentive Stock Option shall be exercisable only during the Participant's employment by the Company or a Subsidiarygranted to any individual who, provided, that the Board may, in its discretion, provide at the time that an such Incentive Stock Option is granted that granted, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or any Affiliate unless the Exercise Price of such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan in the event is at 110 percent of the Participant's death while an employee of the Company or a Subsidiary, or (y) Market Value per Share at the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an grant and such Incentive Stock Option is not exercisable shall only apply if and to after the extent that (i) the Participant was entitled to exercise such Option on expiration of five years from the date of terminationsuch Incentive Stock Option is granted, and (iiv) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value (determined as of stock the time any Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during a Grantee in any calendar year exceeds shall not exceed $100,000, such Options shall be treated as Options which are not Incentive Stock Options.

Incentive Stock Options. All The Board of Directors or the Committee may grant Options under the Plan, which are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and which are subject to the following terms and conditions and any other terms and conditions as may at any time be required by Section 422 of the Code (referred to herein as an “Incentive Stock Options Option”): (ia) No Incentive Stock Option shall have an exercise price per share of Common Stock of not less be granted to individuals other than 100% employees of the Fair Market Value Company or of such share on a subsidiary corporation of the Company. (b) Each Incentive Stock Option under the Plan must be granted prior to February 9, 2009, which is within ten (10) years from the date the Plan was adopted by the Board of grant, Directors of the Company. (iic) The option price of the shares subject to any Incentive Stock Option shall not be exercisable more less than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime fair market value of the Participant to whom Common Stock at the time such Incentive Stock Options were Option is granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during the Participant's employment by the Company or a Subsidiary, ; provided, that the Board mayhowever, in its discretion, provide at the time that if an Incentive Stock Option is granted that such to an individual who owns, at the time the Incentive Stock Option may be exercised for a period ending no later is granted, more than either ten percent (x10%) the termination of this Plan in the event of the Participant's death while an employee total combined voting power of all classes of stock of the Company or of a Subsidiaryparent or subsidiary corporation of the Company (a “Principal Stockholder”), or the option price of the shares subject to the Incentive Stock Option shall be at least one hundred ten percent (y110%) of the fair market value of the Common Stock at the time the Incentive Stock Option is granted. (d) No Incentive Stock Option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date which is three months after termination of the Participant's employment for any other reasonits grant. The Board's discretion to extend the period during which However, if an Incentive Stock Option is granted to a Principal Stockholder, such Incentive Stock Option shall not be exercisable shall only apply if and to after the extent that expiration of five (i5) the Participant was entitled to exercise such Option on years from the date of terminationits grant. Every Incentive Stock Option granted under the Plan shall be subject to earlier termination as expressly provided in Section 12 hereof. (e) For purposes of determining stock ownership under this Section 6, and the attribution rules of Section 424(d) of the Code shall apply. (iif) such Option would not have expired had For purposes of the Participant continued to Plan, fair market value shall be employed determined by the Company Board of Directors or the Committee. If the Common Stock is listed on a Subsidiary. To national securities exchange or The Nasdaq Stock Market (“Nasdaq”) or traded on the extent that NASD OTC Electronic Bulletin Board (the aggregate Fair Market Value “Bulletin Board”) or the Over-the-Counter market, fair market value shall be the closing selling price or, if not available, the closing bid price or, if not available, the high bid price of stock the Common Stock quoted on such exchange or Nasdaq, or as reported by the Bulletin Board or, with respect to the Over-the-Counter market, the National Quotation Bureau, Incorporated or other reporting bureau, on the day immediately preceding the day on which Incentive Stock Options the Option is granted (or, if granted after the close of trading, on the day on which the Option is granted), or, if there is no selling or bid price on that day, the closing selling price, closing bid price or high bid price on the most recent day which precedes that day and for which such prices are exercisable available. If there is no selling or bid price for the first time by any individual during any calendar year exceeds $100,000thirty (30) day period preceding the date of grant of an Option hereunder, such Options fair market value shall be treated as Options which are not Incentive Stock Optionsdetermined in good faith by the Board of Directors or the Committee.

Incentive Stock Options. All Incentive Stock Options (i) shall have an exercise price per share of Common Stock of not less than 100% of If the Fair Market Value of such share on the date of grant, (ii) shall not be exercisable more than ten years after the date of grant, (iii) shall not be transferable other than by will or under the laws of descent and distribution and, during the lifetime of the Participant to whom such Incentive Stock Options were granted, may be exercised only by such Participant (or his guardian or legal representative), and (iv) shall be exercisable only during the Participant's employment by the Company or a Subsidiary, provided, that the Board may, in its discretion, provide at the time that Option is designated as an Incentive Stock Option is granted Option: (a) Participant acknowledges that such Incentive Stock Option may be exercised for a period ending no later than either (x) the termination of this Plan in the event of the Participant's death while an employee of the Company or a Subsidiary, or (y) the date which is three months after termination of the Participant's employment for any other reason. The Board's discretion to extend the period during which an Incentive Stock Option is exercisable shall only apply if and to the extent that (i) the Participant was entitled to exercise such Option on the date of termination, and (ii) such Option would not have expired had the Participant continued to be employed by the Company or a Subsidiary. To the extent that the aggregate Fair Market Value fair market value of stock shares (determined as of the time the option with respect to the shares is granted) with respect to which Incentive Stock Options options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by any individual Participant during any calendar year exceeds $100,000100,000 or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such Options shall options (including the Option) will be treated as Options non-qualified stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which are they were granted, as determined Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. under Section 422(d) of the Code. Participant acknowledges that amendments or modifications made to the Option pursuant to the Plan that would cause the Option to become a Non-Qualified Stock Option will not Incentive materially or adversely affect Participant’s rights under the Option, and that any such amendment or modification shall not require Participant’s consent. Participant also acknowledges that if the Option is exercised more than three (3) months after Participant’s Termination of Service as an Employee, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock OptionsOption. (b) Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.