Option Grant. Whenever the Committee deems it appropriate to grant Options, an Award Agreement shall be given to the Participant stating the number of shares for which Options are granted, the exercise price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. The Award Agreement shall set forth all restrictions on disposition and transfer applicable to the Option shares. Incentive Stock Options may be granted to employees of the Company or an Affiliate. Non-employee directors and Consultants shall not be eligible to receive Incentive Stock Options. No Option (or portion thereof) that is intended to be an Incentive Stock Option shall be invalid for failure to so qualify, but instead such Option (or portion thereof) shall constitute a Nonstatutory Stock Option.

0">Option Grant.0">Grant of Options. Whenever the Committee deems it appropriate to grant Options, 2">the Company shall provide an Award Agreement4"> shall be given to the Participant stating the number of shares for which Options are granted, the exercise price per share, whether the 6">options6">Options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are 8">subject. The Award Agreement shall set forth all restrictions8">subject, including whether vesting will be contingent on 10">disposition and transfer applicable to the 12">Option shares.12">achievement of any Performance Goals, as the Committee acting in its complete discretion deems consistent with the terms of the Plan. Incentive Stock 14">Options14">options only may be granted to employees of the 16">Company16">Company, the Parent or 18">an Affiliate. Non-employee directors and Consultants shall not be eligible to receive Incentive Stock Options. No Option (or portion thereof) that is intended to be an Incentive Stock Option shall be invalid for failure to so qualify, but instead such Option (or portion thereof) shall constitute a 20">Nonstatutory Stock Option.20">Subsidiary of the Company.