Exercise Price. Unless a greater Exercise Price is determined by the Committee, the Exercise Price for each Option Awarded under this Plan shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the terms of an Option may not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options.

The exercise price per Share of an Option shall be determined by the Committee,Committee at the Exercise Price for eachtime the Option Awarded under this Planis granted and set forth in the related Award Agreement; provided, however, that in no event shall the exercise price of any Option be equal toless than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the terms of an Option may not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options.Grant Date.

6.3Exercise Price. Unless a greaterThe Exercise Price isfor each Option shall be determined by the Committee,Committee and shall be provided in each Award Agreement; provided, however, the Exercise Price for each Option Awarded under this Plan shallmay not be equal toless than one hundred percent (100%) of the Fair Market Value of a Share on the dateGrant Date. In the Option is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the termscase of an Option mayIncentive Stock Option, the Exercise Price shall be not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less than the exercise priceone hundred ten percent (110%) of the original Options.Fair Market Value of a Share if the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries.

Exercise Price. Unless a greater Exercise Price isOther than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be determined by the Committee, the Exercise Price for each Option Awarded under this Planprovided that such exercise price shall not be equal to one hundred percent (100%)less than 100% of the Fair Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in [[Sections 424(e) and (f)])]])] of the Code, respectively) and an Incentive Stock Option is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted. SubjectOther than pursuant to adjustment as provided in [Section 4.03] herein or as otherwise provided herein,10(c)(i) and (ii)])] of this Plan, the termsCommittee shall not be permitted to # lower the exercise price per Share of an Option may not be amended to reduceafter it is granted, # cancel an Option when the exercise price nor may Options be cancelledper Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or exchangedanother Award, # cancel an outstanding Option in exchange for cash, other awards or Optionsan Option with an exercise price that is less than the exercise price of the original Options.Options, or # take any other action with respect to an Option that may be treated as a repricing pursuant to the applicable rules of the Listing Market, without approval of the Company’s stockholders.

Section # Exercise Price. Unless a greater Exercise Price is determined by the Committee,Subject to adjustment as set forth in [Section 3.2], the Exercise Price for each Option Awarded under this Plan shallwill be equal tosuch price as the Committee, in its discretion, will determine and set forth in the Award Agreement, except that, the Exercise Price will not be less than one hundred percent (100%) of the Fair Market Value per share of a ShareStock covered by the Option as determined on the date the Option is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the terms of an Option may not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options.Award Date.

Exercise Price. Unless a greater Exercise Price is determined by the Committee,Subject to [Section 3.4], the Exercise Price for each Option Awarded under this Plan shall never be equal to one hundred percent (100%)less than 100% of the Fair Market Value of a Sharethe Shares on the dateDate of Grant. If a variable Exercise Price is specified at the Option is granted. Subjecttime of grant, the Exercise Price may vary pursuant to adjustmenta formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in [Section 4.03] herein or as otherwise provided herein, the terms3.4], no subsequent amendment of an outstanding Stock Option may not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that isExercise Price to less than the exercise price100% of the original Options.Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 5.2(a)] shall be construed as limiting the Committee’s authority to grant premium price Stock Options which do not become exercisable until the Fair Market Value of the underlying Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.

Exercise Price. Unless a greater Exercise Price is determinedThe exercise price under each Option shall be established by the Committee,Committee and shall not be less than the Exercise PriceFair Market Value of the Shares subject to the Option on the date of grant; provided, however, that the exercise price per Share with respect to an Option that is granted in connection with a merger or other acquisition as a Substitute Award for each Option Awarded under this Plan shalloptions held by optionees of the acquired entity may be equal to one hundred percent (100%)less than 100% of the Fair Market Value of a Share on the date thesuch Option is granted. SubjectThe terms and conditions of any Substitute Award are intended to adjustmentmeet all requirements necessary to prevent such Substitute Awards from being treated as providedthe grant of a new stock right or a change in [Section 4.03] herein or as otherwise provided herein, the termsform of an Option may not be amended to reducepayment within the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less than the exercise pricemeaning of the original Options.final regulations under Code §409A.

Exercise Price. Unless a greater Exercise Price is determined byPrice; No Option Repricing. The Committee shall establish the Committee, the Exercise Price for eachexercise price of Options. The exercise price of an Option Awarded under this Plan shall be equal to one hundred percent (100%)not less than 100% of the Fair Market Value of a Sharesuch shares on the dateDate of Grant, provided that if the OptionParticipant is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the terms of an Option may not be amended to reducea 10% Shareholder, the exercise price of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of such shares on the Date of Grant. Notwithstanding any provision of the Plan to the contrary, neither the Committee nor may Options be cancelledthe Board shall have the right or exchanged for cash, other awardsauthority to amend or Options with anmodify the exercise price that is less thanof any outstanding Option, or to cancel an outstanding Option, at a time when the exercise price of the original Options.Option is greater than the Fair Market Value of a share of Company Stock in exchange for cash,

Exercise Price. Unless a greater Exercise Price isThe Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or in a manner approved by) the Committee, the Exercise Price for each Option Awarded under this Plan shall be equal to one hundred percent (100%) of the Board (“Fair Market Value of a ShareValue”), on the date the Option is granted. Subject to adjustment as provided in [Section 4.03] herein or as otherwise provided herein, the terms“Fair Market Value” of an Option may not be amended to reduce the exercise price nor may Options be cancelled or exchangeda share of Common Stock for cash, other awards or Options with an exercise price that is less than the exercise pricepurposes of the original Options.Plan will be determined as follows:

Exercise Price. Unless a greater Exercise Price isThe Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock as determined by (or in a manner approved by) the Committee, the Exercise Price for each Option Awarded under this Plan shall be equal to one hundred percent (100%) of the Board (“Fair Market Value of a ShareValue”) on the date the Option is granted. Subject to adjustment asgranted; provided in [Section 4.03] herein or as otherwise provided herein,that if the termsBoard approves the grant of an Option may not be amended to reduce the exercise price nor may Options be cancelled or exchanged for cash, other awards or Options with an exercise price that is less thanto be determined on a future date, the exercise price shall be not less than 100% of the original Options.Fair Market Value on such future date.