EX-4
from S-8
~5
pages
(I) General. if the Optionee Ceases to Be Employed by the Company for Any Reason, the Portion of the Option Which Has Not Then Become Exercisable (The "Nonexerciseable Portion") Shall Automatically Expire. That Portion of the Option Which Has Become Exercisable and Has Not Yet Been Exercised (The "Exercisable Portion") Shall Continue to Be Exercisable for the Period Set Forth in Clause (II), (III), (IV) or (V), as Appropriate. (II) Death or Disability. if the Optionee's Employment Is Terminated on Account of Death or Disability, the Exercisable Portion Shall Continue to Be Exercisable Until the Earlier of One Year From the Date of Termination of Employment or the Expiration Date, and Shall Thereafter Automatically Expire to the Extent Not Then Exercised. for Purposes of This Agreement, Disability Shall Be Determined Under the Company's Long Term Disability Plan as in Effect From Time to Time. (III) Cause. if the Optionee's Employment Is Terminated for Cause (Including Any Termination of Employment if It Is Later Determined That at the Time of Termination the Company Could Have Terminated the Optionee's Employment for Cause) or Is Terminated Voluntarily by the Optionee, the Exercisable Portion Shall Expire Immediately. for This Purpose, "Cause" Shall Mean
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EX-4
from S-8
~5
pages
Options Granted Prior to the Termination Date Shall Remain in Effect Until Their Exercise, Surrender, Cancellation or Expiration in Accordance With the Terms of the Written Option Agreement. 3. Stock Subject to the Plan. (A) Subject to Adjustment as Provided for in Section 10 Below, the Aggregate Number of Shares of Stock ("Shares") Reserved and Available to Delivery Under the Plan Shall Be 600,000. (B) if Any Option Granted Under the Plan Expires, Terminates or Is Canceled Without Having Been Exercised in Full, the Number of Shares as to Which the Option Has Not Been Exercised Shall Become Available for Future Grants Under the Plan. (C) Upon Exercise of an Option, the Company May Issue Authorized but Unissued Shares, Shares Held in Its Treasury, or Both. (D) Shares Issued Upon the Exercise of an Option Shall Be Fully Paid and Nonassessable. (E) Unless Otherwise Determined by the Committee, No Fractional Share Shall Be Issued or Transferred Upon Exercise of an Option Under the Plan. 4. Administration of the Plan. (A) Committee. the Plan Shall Be Administered by a Committee of the Board (The "Committee"). the Committee Shall Initially Consist of the Entire Board. However, the Board May Elect at Any Time to Provide That the Committee Shall Consist of Not Less Than Two Members, Each of Whom Shall Be a Director Who Is (I) a "Non-Employee Director" Within the Meaning of Rule 16b-3 Under the Exchange Act, and (II) "Independent" Within the Meaning of the Rules of the NASDAQ Stock Market or Any Other National Securities Exchange on Which the Stock Is Listed for Trading. the Committee Shall Be Appointed By, and Serve at the Pleasure Of, the Board. (B) Authority. Subject to the Specific Limitations and Restrictions Set Forth in the Plan, the Committee Shall Have the Authority: (I) to Grant Isos to Employees Whom the Committee Determines Are Key to the Success of the Company ("Key Employees"); (II) to Grant Nqsos to Such
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EX-4
from 10-K
1 page
The Corporation Is Authorized to Issue More Than One Class of Stock. the Corporation Will Furnish Without Charge to Each Stockholder Who So Requests the Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Each Class of Stock or Series Thereof and the Qualifications, Limitations or Restrictions of Such Preferences and/or Rights. the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: Ten Com - As Tenants in Common Unif Gift Min Act - Custodian Ten Ent - As Tenants by the Entireties (Cust) (Minor) Jt Ten - As Joint Tenants With Right of Survivorship and Not as Tenants in Common Under Uniform Gifts to Minors Act (State) Additional Abbreviations May Also Be Used Though Not in the Above List. for Value Received, Hereby Sell, Assign and Transfer Please Insert Social Security or Other Identifying Number of Assignee
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