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Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.

Qualification of Incentive Stock Options. NoAn Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, any of the Company’s present or future parent or subsidiary corporations as defined in [Sections 424(e) or (f)])] of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. The Option shall be grantedsubject to any person who is not an Employee ofand shall be construed consistently with the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisionsrequirements of Section 422 of the Code, and without limiting generality of the foregoing, the Option shall be deemed to include terms that comply with the eligibility standards described section 422(b) of the Code. AnySubject to the remaining provisions of this Section 5(b), if an Option intended to qualify as an Incentive Stock Option granted underdoes not so qualify, the Board may, at its discretion, amend the Plan may be modified by the Administrator,and Award with the consent of the Participant,respect to disqualify such Option from treatmentso that such Option qualifies as an "incentive stock option" under Section 422 of the Code.Incentive Stock Option. To the extent that the aggregate fair market valueFair Market Value (determined at the time of stockgrant) of Common Stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code)Incentive Stock Options are exercisable for the first time by aany Participant during any calendar year under the Plan and(under all other plans of the Company and any affiliates) exceeds $100,000 (or such other limit established in the Code) or any "parent corporation" or "subsidiary corporation" ofotherwise does not comply with the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000),rules governing Incentive Stock Options, the Options shall be treated as Non-Qualified Stock Optionsor portions thereof that exceed such limit (according to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted andgranted) or otherwise do not comply with the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shallrules will be treated as NonqualifiedNonstatutory Stock Options.Options, notwithstanding any contrary provision of the applicable Award. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

Qualification of Incentive Stock Options. NoAnything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock OptionOptions shall be granted tointerpreted, amended or altered, nor shall any person who is not an Employee of the Companydiscretion or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Optionauthority granted under the Plan may be modified by the Administrator, with the consent of the Participant,so exercised, so as to disqualify such Option from treatment as an "incentive stock option"the Plan under Section 422 of the Code. ToCode, or, without the extent thatconsent of the aggregate fair market valueParticipants affected, to disqualify any Incentive Stock Option under such [Section 422]. An Incentive Stock Option shall not be granted to an individual who, on the date of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. The aggregate Fair Market Value, determined on the Award Date of the shares of Common Stock with respect to which "incentiveone or more Incentive Stock Options (or other incentive stock options" (withinoptions within the meaning of Section 422 of the Code, but without regard to Section 422(d)under all other option plans of the Code)Company) that are exercisable for the first time by a Participant during any calendar year undershall not exceed the Plan and all other plans$100,000 limitation imposed by Section 422(d) of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.

Qualification of Incentive Stock Options. No Incentive StockEach Option shall be granted to any person who is not an Employee ofdesignated by the Company or any "parent corporation" or "subsidiary corporation" ofAdministrator in the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifiesOption Agreement as a Greater Than 10% Stockholder may be grantedeither an Incentive Stock Option unlessor a Non-Qualified Stock Option. However, notwithstanding such Incentive Stock Option conformsdesignations, to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market valueFair Market Value of Shares subject to a Holder’s Incentive Stock Options and other incentive stock with respect to which "incentive stock options" (withinoptions granted by the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) areCode Sections 424(e) or 424(f), respectively), which become exercisable for the first time by a Participant during any calendar year under the Plan and(under all other plans of the Company or any "parent corporation"such parent or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively)subsidiary) exceeds one hundred thousand dollars ($100,000), the$100,000, such excess Options or other options shall be treated as Non-Qualified Stock OptionsOptions. If the Code is amended to the extent required by Section 422 of the Code. The ruleprovide for a different limitation from that set forth in the preceding sentencesentence, such different limitation shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determineddeemed incorporated herein effective as of the time the respective options were granted. In addition,date and with respect to such Options as required or permitted by such amendment to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.Code.

Qualification ofIf designated in the Grant Notice as an Incentive Stock Options. No Incentive StockOption, this Option shall be grantedis intended to any person who is not an Employee of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifiesqualify as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions ofas defined in Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant,Code; provided, however, that to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market valueFair Market Value of stockthe Common Stock with respect to which "incentive stock options"Incentive Stock Options (within the meaning of Code Section 422 of the Code,422, but without regard to Code Section 422(d) of), including the Code)Option, are exercisable for the first time by a ParticipantOptionee during any calendar year under(under the Plan and all other incentive stock option plans of the Company (or any “parent corporation” or any "parent corporation" or "subsidiary corporation"“subsidiary corporation” thereof within the meaning of the Company (as defined in SectionCode Sections 424(e) andor 424(1) of the Code,f), respectively)) exceeds one hundred thousand dollars ($100,000), the Optionssuch options shall be treated as not qualifying under Code Section 422, but rather shall be treated as Non-Qualified Stock Options to the extent required by Code Section 422 of the Code.422. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options"options into account in the order in which they were granted andgranted. For purposes of these rules, the Fair Market Value of stockthe Common Stock shall be determined as of the time the respective options wereoption with respect to such stock is granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.

QualificationThe terms of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator,shall comply in all respects with the consentprovisions of the Participant, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. ToCode, or any successor provision thereto, and any regulations promulgated thereunder. Notwithstanding any designation as an Incentive Stock Option, to the extent that the aggregate fair market value of stock with respectthe Shares subject to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) area Participant’s Incentive Stock Options that become exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the$100,000, such excess Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422Options. For purposes of the Code. The rule set forth in the preceding sentenceforegoing, Incentive Stock Options shall be applied by taking Options and other "incentive stock options"taken into account in the order in which they were grantedgranted, and the Fair Market Valuefair market value of stockthe Shares shall be determined as of the timedate of the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options,grant of such Options shall be treated as Nonqualified Stock Options.Option.

Qualification ofOptions granted under the Plan to Eligible Persons shall be either Incentive Stock Options. NoOptions or Nonqualified Stock Options, as designated by the Committee; provided, however, that Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% StockholderOptions may be granted an Incentive Stock Option unless such Incentive Stock Option conformsonly to Eligible Persons who are [Section 422] Employees on the applicable provisionsDate of Section 422 of the Code. Any Incentive StockGrant. Each Option granted under the Plan mayshall be modifiedidentified as either a Nonqualified Stock Option or an Incentive Stock Option and shall be evidenced by an Agreement that specifies the Administrator, with the consentterms and conditions of the Participant,Option. Notwithstanding such designation, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market valueFair Market Value of stockthe Shares with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code)Incentive Stock Options are exercisable for the first time by a Participantthe optionee during any calendar year under the Plan and(under all other plans of the Company and any parent or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively)subsidiary corporation) exceeds one hundred thousand dollars ($100,000), theUSD $100,000, such Incentive Stock Options shall be treated as Non-QualifiedNonqualified Stock Options. For purposes of this Section 6.1, Incentive Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options"taken into account in the order in which they were granted and thegranted. The Fair Market Value of stockthe Shares shall be determined as of the time the respective options wereOption with respect to such Shares was granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treatedsubject to the terms and conditions set forth in this Section 6 and such other terms and conditions not inconsistent with the Plan as Nonqualified Stock Options.the Committee may specify. The Committee, in its discretion, may condition the grant or vesting of an Option upon the achievement of one or more specified Performance Goals.

Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock OptionOptions granted under the Plan may be modified by the Administrator, with the consenteither Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Participant, to disqualify such Option from treatment as an "incentive stock option" underCompany or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 422424(f) of the Code. To the extent that the aggregate fair market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the OptionsStock Option does not qualify as an Incentive Stock Option, it shall be treated asdeemed a Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.Option.

Qualification of Incentive Stock Options. No IncentiveAn Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock OptionOption”) shall only be granted to employees of , any person who is not an Employee of the Company’s present or any "parent corporation"future parent or "subsidiary corporation" of the Company (assubsidiary corporations as defined in Sections[Sections 424(e) and 424(1)or (f)])] of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted anand any other entities the employees of which are eligible to receive Incentive Stock Option unless such Incentive Stock Option conformsOptions under the Code, and shall be subject to and shall be construed consistently with the applicable provisionsrequirements of Section 422 of the Code. AnyAn Option that is not intended to be an Incentive Stock Option granted under the Plan mayshall be modified by the Administrator, with the consent of thedesignated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to disqualify suchbe an Incentive Stock Option from treatment asis not an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans ofIncentive Stock Option or if the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify asconverts an Incentive Stock Options, such Options shall be treated as NonqualifiedOption to a Nonstatutory Stock Options.Option.

Qualification of Incentive Stock Options. No IncentiveAn Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock OptionOption”) shall only be granted to employees of [[Organization A:Organization]], any person who is not an Employee of the Company[[Organization A:Organization]]’s present or any "parent corporation"future parent or "subsidiary corporation" of the Company (assubsidiary corporations as defined in Sections[Sections 424(e) and 424(1)or (f)])] of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted anand any other entities the employees of which are eligible to receive Incentive Stock Option unless such Incentive Stock Option conformsOptions under the Code, and shall be subject to and shall be construed consistently with the applicable provisionsrequirements of Section 422 of the Code. AnyAn Option that is not intended to be an Incentive Stock Option granted under the Plan mayshall be modified by the Administrator, with the consent of thedesignated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to disqualify suchbe an Incentive Stock Option from treatment asis not an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans ofIncentive Stock Option or if the Company or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify asconverts an Incentive Stock Options, such Options shall be treated as NonqualifiedOption to a Nonstatutory Stock Options.Option.

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