Common use of Optional Provisions Clause in Contracts

Optional Provisions. Incentive Stock Option Agreements may contain such other provisions not inconsistent with the Plan and Section 422 of the Code as the Committee, in its discretion, deems advisable. Without limiting the foregoing, the Committee may consider inclusion of the following terms: (a) That the Option may be exercised by a net exercise pursuant to which the Optionee pays the exercise price by surrender of shares receivable upon exercise having a fair market value equal to such exercise price. (b) That the Optionee be prohibited from transferring any share of stock issued upon exercise of an Option within two (2) years from the date of the granting of the Option or within one (1) year after the transfer of such share to the Optionee. (c) That the total number of shares of stock subject to an Option shall be allotted in periodic installments (which may, but need not, be equal) and that from time to time during each of such installment periods, the Option shall 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 allocated 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 on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. (d) The circumstances under which all or any portion of any Option granted and not yet vested may or shall have the vesting schedule accelerated or terminated. (e) The circumstances under which all or any portion of any Option previously granted and unexercised may or shall be terminated. (f) That the shares to be received upon exercise shall be Restricted Stock and that no exercise of an Option shall be effective until a Restricted Stock Agreement has been executed with respect to such shares. (g) That in the event an Employee accepting a grant of Options under this Plan incurs federal, state or local income, employment or other withholding taxes applicable to the income recognized by such Employee and attributable to the Common Stock issued upon exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse in the restrictions on the Restricted Stock issued upon exercise of the Option, then at the time as may be required by law, the Company or its applicable Affiliate may provide for payment of the taxes on behalf of the Employee (or other person exercising such Option) pursuant to one or any combination of the following: (i) by an advance on behalf of Employee by the Company or such Affiliate pursuant to a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by withholding from the Employee's salary, commissions or other compensation; or (iii) by payment in whole or in part by the Company or such Affiliate.

Optional Provisions. Incentive Non-Statutory Stock Option Agreements may contain such other provisions not inconsistent with the Plan and Section 422 of the Code as the Committee, in its discretion, deems shall deem advisable. Without limiting the foregoing, the Committee may shall specifically consider inclusion of the following terms: (a) That the Option may be exercised by a net exercise pursuant to which the Optionee pays the exercise price by surrender of shares receivable upon exercise having a fair market value equal to such exercise price. (b) That the Optionee be prohibited from transferring any share of stock issued upon exercise of an Option within two (2) years from the date of the granting of the Option or within one (1) year after the transfer of such share to the Optionee. (c) That the total number of shares of stock subject to an Option shall be allotted in periodic installments (which may, but need not, be equal) and that from time to time during each of such installment periods, the Option shall 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 allocated 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 on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. (db) The circumstances under which all or any portion of any Option previously granted and unexercised may or shall be terminated, including without limitation expiration of the Option as it may be related to termination of employment, death, disability or retirement. (c) The circumstances under which all or any portion of any Option granted and not yet vested may or shall have the vesting schedule accelerated or terminated. (e) The circumstances under which all or any portion of any Option previously granted and unexercised may or shall be terminated. (fd) That the shares to be received upon exercise shall be Restricted Stock and that no exercise of an Option shall be effective until a Restricted Stock Agreement has been executed with respect to such shares. (ge) That in the event an Employee a Participant accepting a grant of Options under this Plan incurs federal, state or local income, employment or other withholding taxes applicable to the income recognized by such Employee Participant and attributable to the Common Stock issued upon exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse in of the restrictions on the Restricted Stock issued upon exercise of the OptionStock, then at the time as may be required by law, the Company or its applicable Affiliate may provide for payment of the taxes on behalf of the Employee Participant (or other person exercising such Option) pursuant to one or any combination of the following: (i) by an advance on behalf of Employee Participant by the Company or such Affiliate pursuant to a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by withholding from the EmployeeParticipant's salary, commissions or other compensation; or (iii) by payment in whole or in part by the Company or such Affiliate.