which the director provides services as a consultant to the Company or its
subsidiaries on a regular or occasional basis for compensation.
5. SHARES SUBJECT TO OPTIONS. The stock available for grant of options
under the Plan shall be shares of the Company's authorized but unissued, or
reacquired, common stock. The aggregate number of shares which may be issued
pursuant to exercise of options granted under the Plan shall not exceed 200,000
shares of common stock. In the event that any outstanding option under the Plan
for any reason expires or is terminated, the shares of common stock allocable to
the unexercised portion of the option shall again be available for options under
the Plan as if no option had been granted with respect to such shares.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall be
evidenced by agreements in such form and containing such provisions which are
consistent with the Plan as the Board or Committee shall from time to time
approve. All grants of options to Eligible Directors shall be automatic and non-
discretionary and shall be made strictly in accordance with the following
6.1 Grant of Options.
(a) Prior to July 1, 1996, an option to purchase 12,500 shares of
common stock of the Company shall be granted automatically to each Eligible
Director upon the later to occur of:
(1) the date of adoption of the Plan by the Board,
(2) the date of stockholder approval of the Plan,
(3) the Distribution Date (as defined in Section 6.12), or
(4) the date on which such director first becomes an Eligible
Director (the "Initial Grant Date").
(b) Effective as of July 1, 1996, an option to purchase 8,000 shares
of common stock of the Company shall be granted automatically to each Eligible
Director upon the Initial Grant Date. This provision shall not apply to any
Eligible Director who, pursuant to the terms of this Plan, received an option to
purchase common stock of the Company prior to July 1, 1996.
(c) Subsequent annual grants shall be made at the close of business
on the date of each annual meeting of stockholders at which the members of the
Board are elected or reelected subsequent to the Initial Grant Date (the "Annual
Grant Date"). Each Eligible Director shall automatically receive an option to
purchase 3,000 shares of common stock of the Company on the Annual Grant Date.
If the Eligible Director is serving as the Chairman of the Board on the Annual
Grant Date, an option to purchase 5,000 shares of common stock of the Company
shall be granted. If a period of less than twelve (12) months elapses between
the Initial Grant Date and the first Annual Grant Date, the number of shares of
common stock that can be purchased under the option granted on the Annual Grant
Date shall be prorated by multiplying the number of shares designated above by a
fraction, the numerator of which shall be the number of days that have elapsed
since the Initial Grant Date and the denominator of which shall be the number of
days since the last annual meeting of stockholders at which the members of the
Board were elected or reelected.
6.2 Option Price. Except as provided by Section 6.12, the purchase
price for the shares subject to any option shall be 100% of the fair market
value of the shares of common stock of the Company on the date the option is
granted. For purposes of the Plan, the "fair market value" of any share of
common stock of the Company at any date shall be (a) if the common stock is
listed on an established stock exchange or exchanges, the last reported sale
price per share on the last trading day immediately preceding such date on the
principal exchange on which it is traded, or if no sale was made on such day on
such principal exchange, at the closing reported bid price on such day on such
exchange, (b) if the common stock is not then listed on an exchange, the last
reported sale price per share on the last trading day immediately preceding such
date reported by NASDAQ, or if sales are not reported by NASDAQ or no sale was
made on such day, the average of the closing bid and asked prices per share for
the common stock in the over-the-counter market as quoted on NASDAQ on such day,
or (c) if the common stock is not then listed on an exchange or quoted on
NASDAQ, an amount determined in good faith by the Board or the Committee.