no disposition of the option (other than upon exercise) or the shares acquired
pursuant to the exercise of the option, for a period of six months after the
date of grant of such option.
6. Payment for Stock. Payment for shares subject to options
granted under the Plan shall be made by the optionee in the form of cash or by
means of unrestricted shares of the Company's Common Stock or any combination
thereof. Payment shall be made upon the exercise of the option. Payment in
currency or by check, bank draft, cashier's check or postal money order shall
be considered payment in cash. In the event of payment in the Company's
Common Stock, the shares used in payment of the purchase price shall be
considered payment to the extent of their fair market value on the date of
exercise of the option.
7. Non-Assignability. No option shall be transferable otherwise
than by will or the laws of descent and distribution and an option is
exercisable during the lifetime of the optionee only by him.
8. Adjustment Upon Changes in Stock.
(a) The number of shares of Common Stock available for
the granting of options under the Plan and the number of shares and price per
share of Common Stock subject to outstanding options granted pursuant to the
Plan may be adjusted by the Board or the Committee in an equitable manner to
reflect changes in the capitalization of the Company, including, but not
limited to, such changes as result from merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares and
change in corporate structure. If any adjustment under this subparagraph 8(a)
would create a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded
and the number of shares available under the Plan and the number covered under
any options granted pursuant to the Plan shall be the next lower number of
shares, rounding all fractions downward.
(b) Notwithstanding the foregoing, in the event of: (1) a
dissolution or liquidation of the Company; (2) a sale of all or substantially
all of the assets of the Company; (3) a merger or share exchange in which the
Company is not the surviving corporation; or (4) other capital reorganization
in which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, any outstanding options hereunder immediately shall be fully
exercisable by an optionee.
(c) Any adjustment made by the Board or the Committee
under this paragraph 8 shall be conclusive and binding on all affected persons.
No Incentive Stock Option granted pursuant to the Plan shall be adjusted in a
manner that causes such Incentive Stock Option to fail to continue to qualify
as an Incentive Stock Option within the meaning of Section 422A of the Code.
9. The Board from time to time may amend this Plan, but except
as provided above with respect to dilutions or other adjustments or mergers or