Common use of Terms and Conditions of Options Clause in Contracts

Terms and Conditions of Options. Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the shares of Common Stock on the date of the granting of the option. The fair market value per share of the Common Stock shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Section. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant The Committee shall have the power, subject to the limitations contained in this Plan, to prescribe any terms and conditions in respect of the granting or exercise of any option under this Plan and, in particular, shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to prescribe the following terms and conditions: (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The a. Each option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. b. Each option shall be granted within ten (c10) years of the date the Bio-Vascular Option Price Plan was adopted by the Board of Directors of Bio- Vascular. c. The Committee, in its sole discretion, except with respect to employees that own directly or indirectly more than 10% of the total combined voting power or value of the stock of the Company or any of its subsidiaries, in which case the option price shall be at least 110% of the market value of the common stock on the date of grant, shall determine the price at which shares shall be sold to participants hereunder, provided that such price shall be payable at the time the shares are sold hereunder in cash or in equivalent value (determined as of the date tendered) in an amount equal to 100% of the fair market value of the shares of Common Stock common stock on the date of grant. If the granting of Company common stock is listed on a national exchange or quoted in the option. The National Market System, fair market value per share shall be equal to the closing price for the Company common stock as reported by the Wall Street Journal (or other accurate reporter of market activity) for the Common Stock business day preceding the day on which the option was issued. If the Company common stock is reported in the National Association of Securities Dealers Automated Quotation System, fair market value shall be the average of the high bid and low sale asked prices for the business day preceding the day on which the option was issued. Except as specifically provided herein, determination of the Common Stock price at which shares shall be sold to participants shall be determined by the Committee with reliance upon such appraisal(s) or other data as reported in the NASDAQ National Market SystemCommittee may deem appropriate. The "Payment for shares upon exercise of any option under this Plan with previously acquired shares of the Company shall be subject to all applicable rules of the federal or state agencies having appropriate jurisdiction, if any, and such shares shall be valued at fair market value as of the date of exercise of the option. d. If so designated by the Committee, options granted pursuant to this Plan are intended to qualify for long-term capital gains tax treatment under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. Eligibility for such tax treatment requires that the stock be held at least one (1) year from date of exercise of the option and at least two (2) years from the date the option is granted" . e. An option shall be the date on which Citizens issues a letter exercised when written notice of such exercise has been given to the optionee advising him Company at its principal business office by the person entitled to exercise the option and full payment for shares, as defined herein, with respect to which the option is exercised has been received by the Company. Until the stock certificates are issued, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to optioned shares notwithstanding the exercise of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described Option. f. Except as provided in this Section. , an option may be exercised only by the optionee while such optionee is, and has continually been, since the date of the grant of the option, an employee of the Employer or within three (d3) Expiration months following termination of Options Each employment for reasons other than death, disability or termination of employment for gross and willful misconduct or voluntary resignation. If the continuous employment of an optionee terminates by reason of death, an option granted under hereunder held by the Plan shall expire not more deceased employee which is eligible for exercise as of the death may be exercised within one (1) year following the date of death, but in no event later than ten (10) years from after the date of grant of such option by the person or persons to whom the participant's rights under such option shall have passed by will or by applicable laws of descent and distribution. If the continuous employment of an optionee terminates by reason of disability, such option(s) as the disabled employee would be entitled to exercise as of the date of termination of employment must be exercised within one (1) year following the date of termination, but in no event later than ten (10) years after the date of grant of such option. In the event that an optionee shall cease to be employed by the Employer by reason of his voluntary resignation or his gross and willful misconduct during the course of his employment, including but not limited to dishonesty, fraud, failure to perform his duties, or other conduct adverse to the Company's or Bio-Vascular's interests as the case may be, the option shall be terminated as of the termination of employment. The transfer by a participant of employment or other service from one Employer or its subsidiaries to the other Employer or its subsidiaries will not be deemed to constitute a termination of employment or other service for purposes of this Plan. g. The aggregate fair market value (determined as of the time the option is granted, as determined ) of the common stock with respect to which options are exercisable for the first time by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part holder during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its termcalendar year shall not exceed $100,000.

Terms and Conditions of Options. Stock Options All options granted pursuant to by the Committee under the Plan shall be evidenced by stock option agreements in writing (hereinafter called "option agreements") in such form as the Board of Directors shall, Committee may from time to time, time approve, which agreements executed by the Corporation in accordance with its By-Laws. Each such agreement shall in substance include and comply with and be subject to the following Plan and, in addition to such other terms and conditionsconditions as the Committee may deem desirable, shall provide the following: (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form number of shares of Common Stock already owned by as to which any option is granted and the Optioneepurchase price per share thereof, which price shall not be valued at the average of the high and low sale prices of the Common Stock as reported less than 100% (or 110% in the NASDAQ National Market System on the date that the case of an incentive stock option is exercised (or the most recent date prior granted to the date a 10% Shareholder) of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the stock at the time such option is granted. Fair market value shall be the mean between the highest and lowest quoted selling prices of such stock on the New York Stock Exchange Composite Tape on the date on which such option is granted or, in the event that no sale shall have taken place, the mean between the bid and asked prices on such day; (b) The period (as determined by the Committee) during which each option is exercisable (the "option period") which shall not exceed ten years (or five years in the case of an incentive stock option granted to a 10% Shareholder) from the date the option was granted, and which shall be subject to earlier termination as hereinafter provided; (c) Subject to such other conditions and restrictions as the Committee may deem desirable, that any option shall be exercisable only by giving in each case written notice of exercise accompanied by tender of (1) payment in full of the purchase price which may be made in whole or in part either in cash or by the exchange of such number of whole shares of Common Stock on owned by the date optionee whose fair market value, determined as of the granting close of the option. The fair market value per share of business day immediately preceding the Common Stock shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date that day on which the option is granted" shall be exercised, does not exceed the date on which Citizens issues a letter to the optionee advising him of the award of such optionpurchase price; provided, however, that if the Optionee shall shares to be exchanged were acquired by exercise of a stock option, such shares must have no rights under been held by the optionee for such option until he exercises the option agreement described in this Section. (d) Expiration period of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, time as determined by the Committee., and further provided that the Committee shall have the right to modify, suspend or cancel the right to pay the purchase price in whole or in part by exchange of shares at any time in the event of a change in tax or accounting consequences to the Corporation or to any optionee upon prior notice to the holders of options, and (2) an investment representation as provided in subparagraph (h) of this paragraph 6 if required in accordance therewith; (d) That the number of shares subject to each option shall become exercisable twelve months after the date the option was granted; (e) Date That each option not theretofore fully exercised or expired shall automatically terminate with respect to the unexercised portion 30 days after the termination of Exercise The Committee may employment of an optionee otherwise than by reason of death, disability or retirement (but in no event after the expiration of the option period); (f) That if an employee to whom an option has been granted under the Plan retires from the Corporation or one of its discretion provide that an affiliates at normal retirement date pursuant to any pension plan provided by the Corporation or its affiliates, or retires earlier than the employee's normal retirement date with the prior consent of the Corporation, such option may be exercised in whole full notwithstanding the provisions of subparagraph (d) hereof and without regard to the period of continuous employment with the Corporation or one of its affiliates after the option was granted, within three years after such retirement, but in part during any period or periods no event after the expiration of time specified by the Committee. Except as herein otherwise providedterm of the option; and If an employee to whom an option has been granted under the Plan becomes totally and permanently disabled within the meaning of applicable provisions of the Code, any such option granted hereunder may be exercised in whole at any timefull, notwithstanding the provisions of subparagraph (d) hereof and without regard to the period of continuous employment with the 91 Corporation or one of its affiliates after the option was granted, within three years after the date of termination of service of an optionee within the meaning of regulations issued pursuant to Section 421 of the Code by reason of being totally and permanently disabled, but in no event after the expiration of the term of the option; and If an optionee dies while he is employed by the Corporation or one of its affiliates, or within three years following retirement, such option may be exercised in part from time full, notwithstanding the provisions of subparagraph (d) hereof and without regard to timethe period of continuous employment with the Corporation or one of its affiliates, within one year after the date of such optionee's death, but in no event after the expiration of the option period, by the legal representative of the optionee or any person who acquired such option by bequest or inheritance; (g) That any option granted under this Plan is not transferable by the optionee otherwise than by will or by the laws of descent and distribution, and that during its termthe lifetime of the optionee it is exercisable only by the optionee; (h) That if a registration statement under the Securities Act of 1933 is not then in effect with respect to the shares issuable upon exercise of an option, it shall be a condition precedent to the right to purchase such shares that the person exercising the option deliver to the Committee a written representation, satisfactory in form and substance to the Committee, that the shares are being acquired for the person's own account for investment and not with a view to the distribution thereof; (i) That a leave of absence granted in accordance with the Corporation's usual procedure which does not operate to interrupt continuous employment for other benefits granted by the Corporation shall not be considered a termination of employment or an interruption of continuous employment hereunder, and an employee who is granted such a leave of absence shall be considered to be continuously employed during the period of such leave; provided, that if regulations under the Code shall establish a more restrictive definition of a leave of absence not so interpreting continuous employment, such definition shall be substituted herein.

Terms and Conditions of Options. Stock Options All options granted pursuant to under the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and will be subject to the following terms and conditions: (a) Medium : The per-share exercise price of each option will be set by the Board at the time of grant and Time will be not less than the Discounted Market Price of Payment a Common Share; An option may be exercised no later than five years from the date it was granted, unless the Company is, at the time of the grant, a Tier 1 Issuer, in which case such option may be exercised no later than 10 years from the date it was granted; With the exception of any options granted to a Consultant who performs Investor Relations Activities, all options granted to each Optionee under the Plan will become vested on the grant date, or at such other time as may be established by the Board at the time of the grant in compliance with the Exchange Policies. The Board will, at the time of grant, determine the vesting date or dates of any options granted to a Consultant who performs Investor Relations Activities provided that such options must vest in stages over 12 months with no more than ¼ of the options vesting in any three-month period. Optionees will not exercise options until they have vested; Each option price shall granted to an Optionee will be payable in United States dollars upon evidenced by the stock option agreement attached as Appendix “A” to this Plan; Any exercise of an option must be in writing, signed by the option Optionee and may be paid in cash delivered or by certified check, bank draft or money order payable mailed to the order of Company and payment in full as provided below for the Corporation. The option price may also be paid in the form of shares number of Common Stock already owned by the Optionee, Shares for which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall ; The price of Common Shares purchased on the exercise of an option must be paid in full by cash or certified cheque, payable to the date on which Company; No option or any interest therein will be transferable or assignable otherwise than by will or pursuant to the laws of succession; An Optionee will have no rights as a shareholder of the Company with respect to any Common Shares covered by any option until such time as and to the extent only that such option has been exercised; If any Optionee ceases to be eligible for a grant of options under this Plan for any reason (a “Termination”), except the death of an Optionee or by reason of retirement pursuant to an established retirement policy of the Board or dismissal from employment or service for cause, all options granted to the Optionee delivers written notice under the Plan and then held by the Optionee will, to the extent such options were vested and exercisable immediately prior to Termination, continue to be exercisable by the Optionee for a period of exercise 90 days following Termination or until the expiration date of the option if earlier; If Termination is by reason of retirement pursuant to an established retirement policy of the Board, all options held by the retiring Optionee will become vested and exercisable, to the Secretary extent not already vested and exercisable immediately prior to retirement, and they continue to be exercisable until their original expiration date; Notwithstanding Section 7(j), any options granted to an Optionee who is engaged in Investor Relations Activities will expire within 30 days after such Optionee ceases to be employed to provide Investor Relations Activities; In the event of Citizens. (b) Number the death of Shares The an Optionee, all options granted to the Optionee under the Plan and held by the Optionee immediately before death will, to the extent such options were vested and exercisable at that time, continue to be exercisable by the legal representative of the Optionee for a period of 1 year following the death of the Optionee or until the expiration date of the option if earlier; If the Company wishes to reduce the exercise price of any outstanding options held by any person who is an “insider” as defined by the Exchange, the Company shall state the total number of shares to which it pertains. No option first obtain such disinterested shareholder approval as may be exercised required by the Exchange; and In the case of an Optionee being dismissed from employment or service for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the shares of Common Stock on cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise the granting of the option. The fair market value per share of the Common Stock shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Sectionsame. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall All Options must be payable in United States dollars upon the exercise granted within ten (10) years of the option and may be paid Effective Date of this Plan as defined in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of CitizensSection 20. (b) Number of Shares The option shall state the total number of shares Committee may grant Options which are intended to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient Incentive Stock Options and Nonqualified Stock Options, either separately or jointly, to exhaust the optionan eligible employee. (c) Option Price The option price grant of Options shall be evidenced by a written instrument (an Option Agreement) containing terms and conditions established by the Committee consistent with the provisions of this Plan. (d) Not less than 100 shares may be purchased at any one time unless the number purchased is the total number at that time purchasable under the Plan. (e) The recipient of an Option shall have no rights as a shareholder with respect to any shares covered by his Option until payment in full by him for the shares being purchased. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock is fully paid for, except as provided in Section 16. (f) The aggregate fair market value of the shares stock (determined as of Common the time the Option is granted) with respect to which Incentive Stock Options are exercisable for the first time by any participant during any calendar year (under all benefit plans of the Corporation, the Bank or any Subsidiary, if applicable) shall not exceed $100,000; provided, however, that such $100,000 limit of this subsection (f) shall not apply to the grant of Nonqualified Stock Options. The Committee may grant Options which are exercisable in excess of the foregoing limitations, in which case Options granted which are exercisable in excess of such limitation shall be Nonqualified Stock Options. (g) All stock obtained pursuant to an option which qualifies as an Incentive Stock Option shall be held in escrow for a period which ends on the later of (i) two (2) years from the date of the granting of the optionOption or (ii) one (1) year after the transfer of the stock pursuant to the exercise of the Option. The fair market value per share stock shall be held by the Corporation or its designee. The employee who has exercised the Option shall during such holding period have all rights of a shareholder, including but not limited to the rights to vote, receive dividends and sell the stock. The sole purpose of the Common Stock escrow is to inform the Corporation of a disqualifying disposition of the stock within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and it shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date administered solely for that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Sectionpurpose. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant to the Plan An Option shall be evidenced by agreements exercisable in whole or in such form installments and at such times as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned determined by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the shares of Common Stock on the date of the granting of the option. The fair market value per share of the Common Stock shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such optionBoard; provided, however, that except as provided in Article 9 of this Plan, no Option shall be exercisable sooner than one year from the Optionee Effective Date of the Option and the Option shall have first become exercisable with respect to no rights more than 20% of the number of shares covered by the Option on the date which is one year from the Effective Date of the Option with no more than an additional 20% first becoming exercisable on each subsequent anniversary thereof until such Option is exercisable in full. Notwithstanding the preceding sentence, the Board may grant an Option that is exercisable in full immediately upon grant provided that the shares purchased upon exercise of any such Option shall be Restricted Stock, the Restriction Period for which shall begin on the Effective Date of the Option and, except as provided in Article 9 of this Plan, shall end no sooner than (i) one year with respect to 20% of the shares covered by the Option, (ii) two years with respect to an additional 20% of the shares covered by the Option, (iii) three years with respect to an additional 20% of the shares covered by the Option, (iv) four years with respect to an additional 20% of the shares covered by the Option, and (v) five years with respect to the remainder of shares covered by the Option. The preceding provisions to the contrary notwithstanding, solely for purposes of determining the percentage of shares exercisable pursuant to an Option and the Restriction Period with respect to Restricted Stock purchased upon exercise of an Option, the Effective Date of an Option granted to an Employee in substitution for the cancellation of all phantom share units previously granted to such Employee under such option until he exercises a phantom stock plan of AdamsLabs in effect prior to the option agreement described in date of adoption of this Section. (d) Expiration of Options Each option granted under the Plan shall expire be the original effective date of the grant of such phantom share units. Any Restricted Stock purchased pursuant to the exercise of an Option as provided in the preceding provisions of this Section shall be subject to the terms of Article 8 of this Plan and such other provisions of this Plan that are applicable to Restricted Stock, and the Award Agreement for such Option shall provide that in the event of the Participant's termination of employment or termination of services as a Consultant during the Restriction Period for any reason, all shares with respect to which the Restriction Period has not more ended shall be forfeited to AdamsLabs and AdamsLabs shall pay to the Participant an amount equal to the lesser of the price paid by the Participant upon exercise of the shares so forfeited or the Fair Market Value of the shares on the date of forfeiture; provided, however, that for this purpose, the "price paid by the Participant upon exercise" of a Nonqualified Stock Option that is exercised solely by means of the withholding of shares which otherwise would be acquired on exercise shall be zero. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Board, but such exercise price shall not be less than ten (10) 100% of the Fair Market Value of a share of Common Stock on the Effective Date of the Option's grant. Except as otherwise provided in Section 7.3, the term of each Option shall be as specified by the Board; provided, however, that, unless otherwise designated by the Board, no Options shall be exercisable later than 10 years from the date such option is granted, as determined by the Committee. (e) Effective Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its termOption's grant.

Terms and Conditions of Options. Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall All Options must be payable in United States dollars upon the exercise granted within 10 years of the option and may be paid Effective Date of this Plan as defined in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of CitizensSection 20. (b) Number of Shares The option shall state the total number of shares Committee may grant Options which are intended to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient Incentive Stock Options and Nonqualified Stock Options, either separately or jointly, to exhaust the optionan eligible employee. (c) Option Price The option price grant of Options shall be evidenced by a written instrument (an Option Agreement) containing terms and conditions established by the Committee consistent with the provisions of this Plan. (d) Not less than 100 shares may be purchased at any one time unless the number purchased is the total number at that time purchasable under the Plan. (e) The recipient of an Option shall have no rights as a shareholder with respect to any shares covered by his Option until payment in fall by him for the shares being purchased. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock is fully paid for, except as provided in Section 16. (f) The aggregate fair market value of the shares stock (determined as of Common the time the Option is granted) with respect to which Incentive Stock Options are exercisable for the first time by any participant during any calendar year (under all benefit plans of the Corporation, the Bank or any Subsidiary, if applicable) shall not exceed $100,000; provided, however, that such $100,000 limit of this subsection (f) shall not apply to the grant of Nonqualified Stock Options. The Committee may grant Options which are exercisable in excess of the foregoing limitations, in which case Options granted which are exercisable in excess of such limitation shall be Nonqualified Stock Options. (g) All stock obtained pursuant to an option which qualifies as an Incentive Stock Option shall be held in escrow for a period which ends on the later of (i) two (2) years from the date of the granting of the optionOption or (ii) one (1) year after the transfer of the stock pursuant to the exercise of the Option. The fair market value per share stock shall be held by the Corporation or its designee. The employee who has exercised the Option shall during such holding period have all rights of a shareholder, including but not limited to the rights to vote, receive dividends and sell the stock. The sole purpose of the Common Stock escrow is to inform the Corporation of a disqualifying disposition of the stock within the meaning of Section 422 of the Code, as amended, and it shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date administered solely for that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Sectionpurpose. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall All options must be payable in United States dollars upon the exercise granted within ten (10) years of the option and may be paid Effective Date of this Plan as defined in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of CitizensSection 21. (b) Number of Shares The option shall state the total number of shares Committee may grant options which are intended to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient incentive stock options and nonqualified stock options, either separately or jointly, to exhaust the optionan eligible employee. (c) Option Price The option price grant of options shall be evidenced by a written instrument (an Option Agreement) containing terms and conditions established by the Committee consistent with the provisions of this Plan. (d) Not less than 100 shares may be purchased at any one time unless the number purchased is the total number at that time purchasable under the Plan. (e) The recipient of an option shall have no rights as a shareholder with respect to any shares covered by his option until payment in full by him for the shares being purchased. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock is fully paid for, except as provided in Section 15. (f) The aggregate fair market value of the shares stock (determined as of Common Stock the time the option is granted) with respect to which incentive stock options are exercisable for the first time by any participant during any calendar year (under all benefit plans of the Corporation, the Bank or any Subsidiary, if applicable) shall not exceed $100,000; provided, however, that such $100,000 limit of this subsection (f) shall not apply to the grant of nonqualified stock options. The Committee may grant options which are exercisable in excess of the foregoing limitations, in which case options granted which are exercisable in excess of such limitation shall be nonqualified stock options. (g) All stock obtained pursuant to an option which qualifies as an incentive stock option shall be held in escrow for a period which ends on the later of (i) two (2) years from the date of the granting of the option or (ii) one (1) year after the transfer of the stock pursuant to the exercise of the option. The fair market value per share stock shall be held by the Corporation or its designee. The employee who has exercised the option shall during such holding period have all rights of a shareholder, including but not limited to the rights to vote, receive dividends and sell the stock. The sole purpose of the Common Stock escrow is to inform the Corporation of a disqualifying disposition of the stock within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and it shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date administered solely for that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Sectionpurpose. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant to under the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (aA) Medium and Time of Payment The option Option Price at which each Option may be exercised shall be such price as the Administrator, in its discretion, shall determine. (B) The Option Price shall be payable in United States dollars upon any one or more of the following ways: (i) in full in cash or in any combination of cash and installment payments as may be determined by the Administrator (or the Board in the case of Options granted to a member of the Administrator); and/or (ii) in shares of the Common Stock (which are owned by the Optionee free and clear of all liens and other encumbrances) having a Fair Market Value on the date of exercise of the option and may Option which is equal to the Option Price for the shares being purchased. If the Option Price is paid in whole or in part in shares of Common Stock, any portion of the Option Price representing a fraction of a share shall be paid in cash cash. The date of exercise of an Option shall be determined under procedures established by the Administrator, and the Option Price shall be payable at such time or by certified checktimes as the Administrator, bank draft in its discretion, shall determine. No shares shall be issued or money order payable to the order delivered upon exercise of an Option until full payment of the CorporationOption Price has been made. The option price may also When full payment of the Option Price has been made, the Optionee shall be paid in considered for all purposes to be the form owner of the shares with respect to which payment has been made. Payment of the Option Price with shares shall not increase the number of shares of Common Stock already owned which may be issued or delivered under the Plan as provided in Section 5. (C) Subject to Section 9 hereof, no Option shall be exercisable during the first six months of its term, except that this limitation on exercise shall not apply (i) if the Optionee dies during such six-month period or (ii) if the Optionee becomes a Disabled Optionee, and his or her employment is voluntarily terminated with the consent of the Corporation or a Subsidiary during such six-month period. No Option shall be exercisable after the expiration of ten years and six months from the date of grant. Subject to this Section 7(C) and Sections 7(E) and 7(F), Options may be exercised at such times, in such amounts and subject to such restrictions as shall be determined, in its discretion, by the Administrator. (D) No Option shall be transferable by an Optionee other than by will, or if an Optionee dies intestate, by the laws of descent and distribution, and all Options shall be exercisable during the lifetime of an Optionee only by the Optionee. (E) Unless otherwise determined by the Administrator and set forth in the Stock Option Agreement: (i) If the employment of an Optionee who is not also a Director or officer (whether or not a Disabled Optionee) is voluntarily terminated with the written consent of the Corporation or a Subsidiary, which or if an Optionee retires under any retirement plan of the Corporation or a Subsidiary, or if an Optionee who is a Director or officer ceases to be such at a time when such Optionee is not also an Employee, any then-outstanding Option held by such Optionee shall be valued at exercisable (to the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System extent exercisable on the date that the option is exercised (or the most recent date of such event) by such Optionee at any time prior to the expiration date of exercise on which such Option or within three months after the date of such event, whichever is the shorter period; (ii) Following the death of an Optionee during employment or while serving as a transaction in Director or officer, any outstanding Option held by such Optionee at the Common Stock was reported in such system). The "date that the option is exercised" time of death shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. exercisable in full (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the shares of Common Stock whether or not so exercisable on the date of the granting death of such Optionee) by the person or persons entitled to do so under the will of the optionOptionee, or, if the Optionee shall fail to make testamentary disposition of such Option or shall die intestate, by the legal representative of the estate of such Optionee, at any time prior to the expiration date of such Option or within nine months after the date of death, whichever is the shorter period. The fair market value per share Following the death of an Optionee after termination of employment or of the status of Director or officer during a period when an Option is exercisable as provided in clause (i) above, any outstanding Option held by the Optionee at the time of death shall be exercisable by such person or persons entitled to do so under the Will of the Optionee or by such Optionee's legal representative to the extent that such Option was exercisable by the Optionee at the time of death at any time prior to the expiration date of such Option or within nine months after the date of death, whichever is the shorter period; (iii) If the employment, or the status as a Director or officer, of an Optionee is terminated by the Corporation or a Subsidiary without cause, any then-outstanding Option held by such Optionee shall be exercisable (to the extent exercisable on the date of termination of employment) by such Optionee at any time prior to the expiration date of such Option or within 30 days after the date of termination of employment, whichever is the shorter period; and (iv) If the employment, or the status as a Director or officer, of an Optionee terminates for any reason other than voluntary termination with the consent of the Corporation or a Subsidiary, retirement under any retirement plan of the Corporation or a Subsidiary, death or involuntary termination without cause, the rights of such Optionee under any then-outstanding Option shall terminate at the time of such termination. In addition, if an Optionee engages in the operation or management of a business, whether as owner, partner, officer, director, employee or otherwise and whether during or after termination of employment, which is in competition with the Corporation or any of its Subsidiaries, the Administrator may in its discretion immediately terminate all Options held by the Optionee. For purposes of this subsection (E), the following events or circumstances shall constitute "cause", to wit: perpetration of defalcations; willful, -- --- reckless or grossly negligent conduct entailing a substantial violation of any material laws or governmental regulations or orders applicable to the Corporation or a Subsidiary; or repeated and deliberate failure, after written notice, to comply with policies or directives of the Chief Executive Officer of the Corporation or a Subsidiary or of the Board. Whether termination of employment, or the status as a Director or officer, is a voluntary termination with the written consent of, or an involuntary termination for cause from, the Corporation or a Subsidiary, whether an Optionee is a Disabled Optionee and whether an Optionee has engaged in the operation or management of a business which is in competition with the Corporation or any of its Subsidiaries shall be determined in each case by the Administrator (or in the case of a member of the Administrator, by the Board), and any such determination shall be final and binding. (F) All Options granted hereunder shall be effective solely upon the delivery of a Stock Option Agreement, or an amendment thereto, duly executed by the Chief Executive Officer of the Corporation on behalf of the Corporation and by the Director, officer or Employee to whom such Options are granted. (G) Fair Market Value of the Common Stock shall be determined (as of a date not more than 12 months preceding the average date as of which such determination is required to be made hereunder) in good faith by the high Board. The Board shall take into consideration such factors as it deems relevant, which factors may include but are not limited to (i) the Corporation's past, current and low sale prices expected profitability, (ii) the Corporation's past, present and expected revenues and net cash flow, (iii) the Corporation's book value, and (iv) the absence of an organized tracking market for shares of the Common Stock as reported in the NASDAQ National Market SystemStock. The "date that of the option is granted" determination of the Administrator to grant an Option shall be deemed to be the date on which Citizens issues a letter an Option is granted, provided that the Director, officer or Employee to whom the optionee advising him Option is granted is promptly notified of the award grant and an Option Agreement is duly executed as of such option; provided, however, that the Optionee shall have no rights under such option until he exercises date of the option agreement described in this Sectionresolution. (dH) Expiration The obligation of Options Each option the Corporation to issue or deliver shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation, and (ii) all other applicable securities laws, regulations, rules and orders which may then be in effect. Subject to the foregoing provisions of this Section 7 and the other provisions of the Plan, any Option granted under the Plan shall expire not more than ten (10) years from be subject to such other terms and conditions as the date such option is granted, as determined by the CommitteeAdministrator shall deem advisable. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant to under the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (aA) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, Option Price at which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option each Option may be exercised for shall be such price as the Administrator, in its discretion, shall determine but, except as may be approved by the Board, such price shall not be less than one hundred (100%) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value percent of the shares of Common Stock on the date of the granting of the option. The fair market value Fair Market Value per share of the Common Stock covered by such Option on the date of its grant. (B) The Option Price shall be the average payable in any one or more of the high following ways: (i) in full in cash or in any combination of cash and low sale prices installment payments as may be determined by the Administrator (or the Board in the case of Options granted to a member of the Administrator); and/or (ii) in shares of the Common Stock (which are owned by the Optionee free and clear of all liens and other encumbrances) having a Fair Market Value on the date of exercise of the Option which is equal to the Option Price for the shares being purchased. If the Option Price is paid in whole or in part in shares of Common Stock, any portion of the Option Price representing a fraction of a share shall be paid in cash. The date of exercise of an Option shall be determined under procedures established by the Administrator, and the Option Price shall be payable at such time or times as reported the Administrator, in its discretion, shall determine. No shares shall be issued or delivered upon exercise of an Option until full payment of the Option Price has been made. When full payment of the Option Price has been made, the Optionee shall be considered for all purposes to be the owner of the shares with respect to which payment has been made. Payment of the Option Price with shares shall not increase the number of shares of Common Stock which may be issued or delivered under the Plan as provided in Section 5. (C) Subject to Section 9 hereof, no Option shall be exercisable during the first six months of its term, except that this limitation on exercise shall not apply (i) if the Optionee dies during such six-month period or (ii) if the Optionee becomes a Disabled Optionee, and his or her employment is voluntarily terminated with the consent of the Corporation or a Subsidiary during such six-month period. No Option shall be exercisable after the expiration of ten years and six months from the date of grant. Subject to this Section 7(C) and Sections 7(E) and 7(F), Options may be exercised at such times, in such amounts and subject to such restrictions as shall be determined, in its discretion, by the Administrator. (D) No Option shall be transferable by an Optionee other than by will, or if an Optionee dies intestate, by the laws of descent and distribution, and all Options shall be exercisable during the lifetime of an Optionee only by the Optionee. (E) Unless otherwise determined by the Administrator and set forth in the NASDAQ National Stock Option Agreement: (i) If the employment of an Optionee who is not also a Director or officer (whether or not a Disabled Optionee) is voluntarily terminated with the written consent of the Corporation or a Subsidiary, or if an Optionee retires under any retirement plan of the Corporation or a Subsidiary, or if an Optionee who is a Director or officer ceases to be such at a time when such Optionee is not also an Employee, any then- outstanding Option held by such Optionee shall be exercisable (to the extent exercisable on the date of such event) by such Optionee at any time prior to the expiration date of such Option or within three months after the date of such event, whichever is the shorter period; (ii) Following the death of an Optionee during employment or while serving as a Director or officer, any outstanding Option held by such Optionee at the time of death shall be exercisable in full (whether or not so exercisable on the date of the death of such Optionee) by the person or persons entitled to do so under the will of the Optionee, or, if the Optionee shall fail to make testamentary disposition of such Option or shall die intestate, by the legal representative of the estate of such Optionee, at any time prior to the expiration date of such Option or within nine months after the date of death, whichever is the shorter period. Following the death of an Optionee after termination of employment or of the status of Director or officer during a period when an Option is exercisable as provided in clause (i) above, any outstanding Option held by the Optionee at the time of death shall be exercisable by such person or persons entitled to do so under the Will of the Optionee or by such Optionee's legal representative to the extent that such Option was exercisable by the Optionee at the time of death at any time prior to the expiration date of such Option or within nine months after the date of death, whichever is the shorter period; (iii) If the employment, or the status as a Director or officer, of an Optionee is terminated by the Corporation or a Subsidiary without cause, any then-outstanding Option held by such Optionee shall be exercisable (to the extent exercisable on the date of termination of employment) by such Optionee at any time prior to the expiration date of such Option or within 30 days after the date of termination of employment, whichever is the shorter period; and (iv) If the employment, or the status as a Director or officer, of an Optionee terminates for any reason other than voluntary termination with the consent of the Corporation or a Subsidiary, retirement under any retirement plan of the Corporation or a Subsidiary, death or involuntary termination without cause, the rights of such Optionee under any then- outstanding Option shall terminate at the time of such termination. In addition, if an Optionee engages in the operation or management of a business, whether as owner, partner, officer, director, employee or otherwise and whether during or after termination of employment, which is in competition with the Corporation or any of its Subsidiaries, the Administrator may in its discretion immediately terminate all Options held by the Optionee. For purposes of this subsection (E), the following events or circumstances shall constitute "cause", to wit: perpetration of defalcations; willful, reckless or grossly negligent conduct entailing a substantial violation of any material laws or governmental regulations or orders applicable to the Corporation or a Subsidiary; or repeated and deliberate failure, after written notice, to comply with policies or directives of the Chief Executive Officer of the Corporation or a Subsidiary or of the Board. Whether termination of employment, or the status as a Director or officer, is a voluntary termination with the written consent of, or an involuntary termination for cause from, the Corporation or a Subsidiary, whether an Optionee is a Disabled Optionee and whether an Optionee has engaged in the operation or management of a business which is in competition with the Corporation or any of its Subsidiaries shall be determined in each case by the Administrator (or in the case of a member of the Administrator, by the Board), and any such determination shall be final and binding. (F) All Options granted hereunder shall be effective solely upon the delivery of a Stock Option Agreement, or an amendment thereto, duly executed by the Chief Executive Officer of the Corporation on behalf of the Corporation and by the Director, officer or Employee to whom such Options are granted. (G) Fair Market SystemValue of the Common Stock shall be determined (as of a date not more than 12 months preceding the date as of which such determination is required to be made hereunder) in good faith by the Board. The "Board shall take into consideration such factors as it deems relevant, which factors may include but are not limited to (i) the Corporation's past, current and expected profitability, (ii) the Corporation's past, present and expected revenues and net cash flow, (iii) the Corporation's book value, and (iv) the absence of an organized tracking market for shares of the Common Stock. The date that of the option is granted" determination of the Administrator to grant an Option shall be deemed to be the date on which Citizens issues a letter an Option is granted, provided that the Director, officer or Employee to whom the optionee advising him Option is granted is promptly notified of the award grant and an Option Agreement is duly executed as of such option; provided, however, that the Optionee shall have no rights under such option until he exercises date of the option agreement described in this Sectionresolution. (dH) Expiration The obligation of Options Each option the Corporation to issue or deliver shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation, and (ii) all other applicable securities laws, regulations, rules and orders which may then be in effect. Subject to the foregoing provisions of this Section 7 and the other provisions of the Plan, any Option granted under the Plan shall expire not more than ten (10) years from be subject to such other terms and conditions as the date such option is granted, as determined by the CommitteeAdministrator shall deem advisable. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term.

Terms and Conditions of Options. Stock Options granted pursuant Whenever the Committee shall designate an Optionee, it shall communicate to the Plan Secretary of the Company the name of the Optionee, the number of shares to be Optioned and such other terms and conditions as it shall be evidenced by agreements in such form as determine, not inconsistent with the Board provisions of Directors shallthis Plan. The President or other officer of the Company shall then enter into an Option Agreement with the Optionee, from time to time, approve, which agreements shall in substance include and comply complying with and be subject to the following terms and conditionsconditions and setting forth such other terms and conditions of the Option as determined by the Committee: (a) Medium Number of shares and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporationprice. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option Option Agreement shall state the total number of shares to which it pertains. No option may The price of Incentive Stock Option Stock shall be exercised for not less than one hundred percent (100%) shares unless of the issue Fair Market Value of a lesser number the Option Stock at the Option Date. In the event an Incentive Stock Option is sufficient granted to exhaust an employee, who, at the option. Option Date, owns more than ten percent (c10%) Option Price The option of the voting power of all classes of the Company's stock then outstanding, the price shall be the fair market value of the shares of Common Option Stock on which will be covered by such Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Option Stock at the Option Date. Non-Qualified Options may be granted at a price equal to, greater than or less than Fair Market Value at the date of the granting of the optiongrant. The fair market value per share of the Common Stock Option price shall be the average of the high and low sale prices of the Common Stock subject to adjustment as reported provided in the NASDAQ National Market System. The "date that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this SectionSection 7 hereof. (db) Expiration Period of options and right to exercise. Options granted under this Plan shall be subject to such terms and conditions, shall be exercisable at such times and shall be evidenced by such form of written Option Agreement as the Committee shall determine, provided that such determinations are not inconsistent with Code Section 422 and the regulations thereunder. The Option Agreement may, at the discretion of the Committee, provide for the acceleration of vesting of Options Each option granted under upon a "Change in Control" of the Plan Company, as defined in Section 6(h) below. In addition, no Option granted, shall expire not more than by its terms, be exercisable after the expiration of ten (10) years from the date such option Option is granted. Except, however, Incentive Stock Options granted to any employee who at the Option Date owns more than ten percent (10%) of the voting power of all shares of the classes of Company's stock then outstanding, may not be exercisable after expiration of five (5) years from the Option Date. The period during which the Option may be exercised, once it is granted, shall not be reduced, except as determined by the Committee. provided in paragraphs (c), (d) and (e) Date below. The exercise of Exercise The Committee may in its discretion provide that an option may any Option will be exercised in whole or in part during any period or periods of time specified contingent upon receipt by the CommitteeCompany of payment as provided in paragraph (f) below for the full purchase price of such shares. Except No Optionee or his or her legal representatives, legatees or distributees, as herein otherwise providedthe case may be, any option granted hereunder may be exercised in whole at any timewill be, or in part from time will be deemed to timebe, during its terma holder of any shares subject to an Option unless and until certificates for such shares are issued under the terms of the Plan.