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Fair Market Value Limitation for Incentive Stock Options. To the extent that Options designated as Incentive Stock Options (granted under all equity plans of the Company, including the Plan) become exercisable by a Participant for the first time during any calendar year for Common Stock having a Fair Market Value greater than , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.

Fair Market Value Limitation for Incentive Stock Options. To the extent that Options designated as Incentive Stock Options (granted under all equity plans of the Company, including the Plan) become exercisable by a Participant for the first time during any calendar year for Common Stock having a Fair Market Value greater than , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.

Section # Limitation on Incentive Stock Options. The aggregate Fair Market Value Limitation for(determined at the date an Incentive Stock Options. ToOption is granted) of the extent that Options designated asShares with respect to which Incentive Stock Options (granted under all equity plans of the Company, including the Plan) becomeare exercisable by a Participant for the first time by a Grantee during any calendar year for Common Stock having a Fair Market Value greater than(under this Plan or any other plan maintained by the Company) shall not exceed ,. Options so exceeding the portion of such Incentive Stock Options which exceeds such amount level, if any, shall be treated as NonstatutoryNon-Qualified Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a different limitation different from that set forth in this Section,[Section 6.2], such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock sOption in part and as a Non-Qualified Stock Option in part by reason of the limitation set forth in this [Section 6.2], the Grantee may designate which portion of such Option the Grantee is exercising. In the absence of such designation, the ParticipantGrantee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant toSeparate certificates representing each such portion shall be issued upon the exercise of the Option shall be separately identified.Option.

Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value Limitation for Incentive Stock Options. Toof the extent that Options designated asShares with respect to which Incentive Stock Options (granted under all equity plans of the Company, including the Plan) becomeare exercisable by a Participant for the first time by the Optionee during any calendar year for Common Stock having a Fair Market Value greater than(under all plans of the Company and any Parent or Subsidiary) exceeds , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as[Section 6(a)]: # Incentive Stock Options shall be taken into account in the order in which they were granted,granted and # the Fair Market Value of the Common StockShares shall be determined as of the time the Option with respect to such Common StockShares is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.

ISO Limitation. Notwithstanding any designation under [Section 5(b)], to the extent that the aggregate Fair Market Value Limitation for Incentive Stock Options. To the extent thatof Shares with respect to which Options designated as Incentive Stock Options (granted under all equity plans of the Company, including the Plan) becomeare exercisable by a Participant for the first time by any Optionee during any calendar year for Common Stock having a Fair Market Value greater than(under all plans of the Company or any Parent or Subsidiary) exceeds , the portion of such Incentive Stockexcess Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as[Section 5(c)], Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the CommonShares subject to an Incentive Stock Option shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective asdate of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock sgrant of such designation,Option, each in accordance with the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.Code.

Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value Limitation for Incentive Stock Options. Toof the extent that Options designated asShares with respect to which Incentive Stock Options (granted under all equity plans of the Company, including the Plan) becomeare exercisable by a Participant for the first time by the Participant during any calendar year for Common Stock having a Fair Market Value greater than(under all plans of the Company and any Parent or Subsidiary) exceeds , the portion of such Incentive Stock Options which exceeds such amount shallwill be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as[Section 6.3], Incentive Stock Options shallwill be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shallShares will be determined as of the time the Option with respect to such Common StockShares is granted. Ifgranted, and calculation will be performed in accordance with Code Section 422 and the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.U.S. Treasury Regulations promulgated thereunder.

the aggregate Fair Market Value Limitation for Incentive(determined as of the date the Option is granted) of the shares of Common Stock Options. To the extent that Options designated aswith respect to which Incentive Stock Options (grantedare exercisable for the first time by any Participant during any calendar year (together with any other “incentive stock options” within the meaning of Section 422 of the Code, but without regard to subsection # of such Section) under the Plan and all equityother plans of the Company, includingits parent (if any) and any Subsidiary) shall not exceed or such other amount as may subsequently be specified by the Plan) become exercisable by a Participant for the first time during any calendar year for Common Stock having a Fair Market Value greater than , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendmentCode; provided that, to the Code. If an Optionextent that such limitation is treated as an Incentive Stock s of such designation,exceeded, any excess Options (as determined under the ParticipantCode) shall be deemed to have exercised the Incentivebe Nonstatutory (Nonqualified) Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.Options;

Fair Market Value

Limitation for Incentive Stock Options. ToEach Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option. However, notwithstanding such designation, to the extent that Options designated asthe aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options (granted under all equity plans of the Company, including the Plan) becomeare exercisable by a Participant for the first time by a Participant during any calendar year for Common Stock having a Fair Market Value greater than(under all plans of the Company and any Parent or Subsidiary) exceeds , the portion of such Incentive Stock Options which exceeds such amount shall be treated as NonstatutoryNon-statutory Stock Options. For purposes of this Section, Options designated as[Section 6], Incentive Stock Options shall be taken into accountdisqualified as such in the reverse order in which they were granted, and thegranted. The Fair Market Value of the Common StockShares shall be determined as of the time the OptionOptions with respect to such Common Stock isShares are granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.

To the extent the aggregate Fair Market Value Limitation for Incentive(determined as of the Grant Date) of Common Stock Options. To the extent that Options designated aswith respect to which a Participant’s Incentive Stock Options (granted under all equity plans of the Company, including the Plan) become exercisable by a Participant for the first time during any calendar year for Common Stock having a Fair Market Value greater than(under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds , thesuch portion in excess of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutorya Nonqualified Stock Options. For purposes of this Section,Option. In the event the Participant holds two or more such Options designated as Incentive Stock Optionsthat become exercisable for the first time in the same calendar year, such limitation shall be taken into account inapplied on the basis of the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.are granted.

Fair Market Value Limitation for

Incentive Stock Options. ToIncentive Stock Options may only be granted to employees of the Company. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that Options designated as Incentive Stock Options (granted under all equity plans ofsuch Options, in the Company, including the Plan)aggregate, become exercisable by a Participant for the first time duringin any one calendar year for shares of Common Stock having a Fair Market Value greaterwith an aggregate fair market value (determined as of the respective date or dates of grant) of more than , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code.. If an Option is treatedintended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock sOption, then, to the extent of such designation, the Participantnonqualification, such Option (or portion thereof) shall be deemedregarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion of the Option shall be separately identified.non-statutory Options.

Fair Market Value Limitation for Incentive Stock Options.

To the extent that Options designated asrequired to comply with Code section 422, in no event shall any person be granted Incentive Stock Options (grantedto the extent that the Shares covered by such options (and any Incentive Stock Options granted under all equityany other plans of the Company, including the Plan) become exercisable by a ParticipantCompany and its Subsidiaries) that may be exercised for the first time duringby such person in any calendar year for Common Stock having ahave an aggregate Fair Market Value greater thanin excess of , the portion of such Incentive Stock Options which exceeds such amount shall be treated as Nonstatutory Stock Options.. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, andpurpose, the Fair Market Value of the Common StockShares shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock s of such designation, the Participant shall be deemed to have exerciseddates on which the Incentive Stock Option portion ofOptions are granted. It is intended that the Option first. Upon exercise, shares issued pursuant to each such portion oflimitation on Incentive Stock Options provided in this subsection be the Optionmaximum limitation on options which may be considered Incentive Stock Options under the Code, and this subsection shall be separately identified.construed and applied in accordance with Code section 422.

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