1. Establishment.

2. Administration.

3. Eligibility.

4. Shares Subject to Plan.

5. Terms of Options.

1. The price at which each share covered by an option may be purchased shall be determined in each case by the committee but shall be not less than 95 percent of the fair market value at the time the option is granted.
2. The aggregate number of shares covered by any option or options to one individual shall not exceed 10 percent of the aggregate number of shares subject to the plan as provided in section 4 of this article, excluding in the computation of the percentage for any individual the number of shares covered by any option previously granted to the extent that the option shall have expired or terminated without being exercised.
3. During the lifetime of the optionee, the option may be exercised only by him or her. The option shall not be transferable by the optionee other than by will or by the laws of descent and distribution. After the death of the optionee, the option shall be transferable to the corporation for cancellation, but only upon the terms and conditions, if any, as the board of directors may determine.
4. An option may be exercised in whole at any time, or in part from time to time, within the period or periods not to exceed 10 years from the granting of the option as may be determined by the committee and set forth in the stock option agreement (period or periods referred to as the option period) provided that, (i). if the optionee shall cease to be employed by the corporation or any of its subsidiaries, the option may be exercised only within 3 months after the termination of employment and within the option period; (ii). if the optionee shall die, the option may be exercised only within 15 months after death and within the option period and only by his or her personal representatives or persons entitled under the will or the laws of descent and distribution; and (iii). the option may not be exercised for more shares (subject to adjustment as provided in section 6 of this article) after the termination of the optionee's employment or death than the optionee was entitled to purchase at the time of the termination of employment or death.
5. The option price of each share purchased pursuant to an option shall be paid in full in cash at the time of the exercise of the option. Except in case of the exercise of an option by an executor or administrator in connection with the administration of the estate of the optionee, the person exercising the option shall certify at the time of the exercise that he or she is acquiring the shares being purchased for investment and not with any intention to resell or distribute them.
6. In consideration for the granting of each option, the optionee shall agree to remain in the employment of the corporation or one of its subsidiaries, at the pleasure of the corporation or subsidiary, for at least two years from the date of the granting of the option or until the January first nearest his or her 65th birthday, whichever may be earlier, at the salary rate in effect at the time of the granting of the option or at a changed rate as may be fixed from time to time by the corporation or subsidiary. At the discretion of the committee, this requirement may be waived in the case of any optionee who during the two-year period enters the active service of the military forces of the United States or other United States government service connected with national defense activities. Nothing contained in the plan nor in any stock option agreement shall confer upon any optionee any right with respect to the continuance of employment by the corporation or any of its subsidiaries nor interfere in any way with the right of the corporation or any subsidiary to terminate employment or change compensation at any time.
7. Any other terms and conditions not inconsistent with the foregoing as the committee shall approve.

6. Adjustment of Number and Price of Shares.

1. In the event that a dividend is declared upon the common stock of the corporation payable in shares of stock, the number of shares of common stock covered by each outstanding option and the number of shares available for issuance pursuant to the plan but not yet covered by an option shall be adjusted by adding the number of shares which would have been distributable if the shares had been outstanding on the date fixed for determining the shareholders entitled to receive the stock dividend.
2. In the event that the outstanding shares of common stock of the corporation are changed into or exchanged for a different number or kind of shares of stock or other securities of the corporation or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for the shares of common stock covered by each outstanding option and for the shares available for issuance pursuant to the plan but not yet covered by an option, the number and kind of shares of stock or other securities which would have been substituted if the shares had been outstanding on the date fixed for determining the shareholders entitled to receive the changed or substituted stock or other securities.
3. In the event there is any change, other than specified above in this section 6, in the number or kind of outstanding shares of common stock of the corporation or of any stock or other securities into which the common stock shall be changed or for which it shall have been exchanged, then if the board of directors shall determine, in its discretion, that the change equitably requires an adjustment in the number or kind of shares covered by outstanding options or which are available for issuance pursuant to the plan but not yet covered by an option. The adjustment shall be made by the board of directors and shall be effective and binding for all purposes of the plan and on each outstanding stock option agreement.
4. No adjustment or substitution provided for in this section 6 shall require the corporation to issue or to sell a fractional share under any stock option agreement and the total adjustment or substitution with respect to each stock option agreement shall be limited accordingly.
5. In the case of any adjustment or substitution provided for in this section 6, the option price per share in each stock option agreement shall be equitably adjusted by the board of directors to reflect the greater or lesser number of shares of stock or other securities into which the stock covered by the option may have been changed.

7. Sales of Stock.