Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants 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 one or more Incentive Stock Options (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) that are exercisable for the first time by a Participant during any calendar year shall not exceed the $100,000 limitation imposed by Section 422(d) of the Code.

Incentive Stock Options. AnythingAn Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the PlanCode (an “Incentive Stock Option”) shall only be granted to employees of the contrary notwithstanding, no termCompany, any of this Plan relatingthe 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 interpreted, amended or altered, norsubject to and shall any discretion or authority granted underbe construed consistently with the Plan be so exercised, so as to disqualify the Plan underrequirements of Section 422 of the Code, or,and without the consentlimiting generality of the Participants affected,foregoing, the Option shall be deemed to disqualify anyinclude terms that comply with the eligibility standards described section 422(b) of the Code. Subject to the remaining provisions of this Section 5(b), if an Option intended to qualify as an Incentive Stock Option underdoes not so qualify, the Board may, at its discretion, amend the Plan and Award with respect to such [Section 422]. AnOption so that such Option qualifies as an Incentive Stock Option shall not be granted to an individual who, onOption. To the date of grant, owns stock possessing more than ten percent (10%) ofextent that the total combined voting power of all classes of stock of the Company. The aggregate Fair Market Value, determined onValue (determined at the Award Datetime of the sharesgrant) of Common Stock with respect to which one or more Incentive Stock Options (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) that are exercisable for the first time by aany Participant during any calendar year shall not exceed(under all plans of the Company and any affiliates) exceeds $100,000 limitation imposed by Section 422(d)(or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the Code.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.

If designated in the Grant Notice as an Incentive Stock Options. Anything in the PlanOption, this Option is intended to the contrary notwithstanding, no term of this Plan relating toqualify as an Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, soOption as to disqualify the Plan underdefined in Section 422 of the Code, or, withoutCode; provided, however, that to the consent ofextent that the Participants 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 DateValue of the shares of Common Stock with respect to which one or more Incentive Stock Options (or other incentive stock options within(within the meaning of Code Section 422 of422, but without regard to Code Section 422(d)), including the Code, under all other option plans of the Company) thatOption, are exercisable for the first time by a ParticipantOptionee during any calendar year shall not exceed(under the $100,000 limitation imposed by Section 422(d)Plan and all other incentive stock option plans of the Code.Company (or any “parent corporation” or “subsidiary corporation” thereof within the meaning of Code Sections 424(e) or 424(f), respectively)) exceeds one hundred thousand dollars ($100,000), such 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. The rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market Value of the Common Stock shall be determined as of the time the option with respect to such stock is granted.

The terms of any Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authorityOption granted under the Plan be so exercised, so as to disqualifyshall comply in all respects with the Plan under Section 422 of the Code, or, without the consent of the Participants 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 one or more Incentive Stock Options (or other incentive stock options within the meaningprovisions of Section 422 of the Code, under all other option plansor 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 the Company)Shares subject to a Participant’s Incentive Stock Options that arebecome exercisable for the first time by a Participant during any calendar year exceeds $100,000, such excess Options shall not exceed the $100,000 limitation imposed by Section 422(d)be treated as Non-Qualified Stock Options. For purposes of the Code.foregoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and the fair market value of the Shares shall be determined as of the date of the grant of such Option.

Incentive Stock Options. AnythingTo the extent required to comply with Code section 422, in the Plan to the contrary notwithstanding, no term of this Plan relating toevent shall any person be granted Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted underto the Plan be so exercised, so as to disqualifyextent that the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualifyShares covered by such options (and any Incentive Stock OptionOptions granted 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 one or more Incentive Stock Options (orany other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company)Company and its Subsidiaries) that are exercisablemay be exercised for the first time by a Participant duringsuch person in any calendar year shall not exceedhave an aggregate Fair Market Value in excess of $100,000. For this purpose, the $100,000 limitation imposed by Section 422(d)Fair Market Value of the Code.Shares shall be determined as of the dates on which the Incentive Stock Options are granted. It is intended that the limitation on Incentive Stock Options provided in this subsection be the maximum limitation on options which may be considered Incentive Stock Options under the Code, and this subsection shall be construed and applied in accordance with Code section 422.

Incentive Stock Options. Anything inIncentive 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 the contrary notwithstanding, no term of this Plan relating toconstitute Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify anynot constitute Incentive Stock Option underOptions to the extent that such [Section 422]. An Incentive Stock Option shall not be granted to an individual who, onOptions, in the date of grant, owns stock possessing more than ten percent (10%) ofaggregate, become exercisable for the total combined voting power of all classes of stock of the Company. The aggregate Fair Market Value, determined on the Award Date of thefirst time in any one calendar year for shares of Common Stock with respectan aggregate fair market value (determined as of the respective date or dates of grant) of more than $100,000. If an Option is intended to which one or morebe an Incentive Stock OptionsOption, and if for any reason such Option (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) that are exercisable for the first time by a Participant during any calendar yearportion thereof) shall not exceedqualify as an Incentive Stock Option, then, to the $100,000 limitation imposed by Section 422(d)extent of such nonqualification, such Option (or portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Code.Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to non-statutory Options.

Annual Limit on Incentive Stock Options. Anything inTo the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Planextent required for “incentive stock option” treatment under Section 422 of the Code, or, without the consent of the Participants 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 onValue (determined as of the Award Datetime of grant) of the shares of Common Stock with respect to which one or more Incentive Stock Options (orgranted under this Plan and any other incentive stock options within the meaning of Section 422plan of the Code, under all other option plans of the Company) that areCompany or its parent and subsidiary corporations become exercisable for the first time by a Participantan optionee during any calendar year shall not exceed $100,000. To the $100,000 limitation imposed by Section 422(d) of the Code.extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

Qualification of Incentive Stock Options. AnythingNo 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 PlanCode, 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 contrary notwithstanding, no termapplicable provisions of this Plan relating toSection 422 of the Code. Any Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authorityOption granted under the Plan may be so exercised, so asmodified by the Administrator, with the consent of the Participant, to disqualify the Plansuch Option from treatment as an "incentive stock option" under Section 422 of the Code, or, withoutCode. To the consentextent that the aggregate fair market value of the Participants 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 one or more Incentive Stock Options (or other incentive"incentive stock options withinoptions" (within the meaning of Section 422 of the Code, under all other option plansbut without regard to Section 422(d) of the Company) thatCode) 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 not exceedbe treated as Non-Qualified Stock Options to the $100,000 limitation imposedextent required by Section 422(d)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.

Incentive Stock Options. Anything inIn the Plan to the contrary notwithstanding, no termcase of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted underhereunder, the Plan be so exercised, soaggregate Fair Market Value (determined as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants 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%)the Grant thereof) 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 StockShares with respect to which one or more Incentive Stock Options (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) that arebecome exercisable by any Optionee for the first time by a Participant during any calendar year shall not exceed(under the $100,000 limitation imposed byPlan and all other plans) required to be taken into account under Section 422(d) of the Code.Code shall not exceed $100,000.

Limitation on Incentive Stock Options. Anything in the PlanNo person shall be granted any Incentive Option to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted underextent that the Plan be so exercised, so as to disqualify the Plan under Section 422aggregate fair market value of the Code, or, without the consent of the Participants 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(as defined below) to which one or more Incentive Stock Options (or other incentive stocksuch options within the meaning of Section 422 of the Code, under all other option plans of the Company) that are exercisable for the first time by a Participantthe optionee during any calendar year shall not exceed(under all plans of the $100,000 limitation imposed byCorporation as determined under Section 422(d) of the Code.Code) exceeds $100,000.