ARTICLE VII
Options
7.1 Award. Options shall be granted to Directors in accordance with policies established from time to time by the Board specifying the number of shares to be subject to each Option, the time or times at which such Options shall be granted, and other Award terms not inconsistent with this Article VII.
7.2 Terms of Award. Each Option granted to a Participant under the Plan shall be evidenced by an Award Document containing terms and conditions as follows:
(a) Option Price. The Option price per share shall be the Fair Market Value of the Common Stock at time of grant.
(b) Option Term. Each Option awarded under this Plan shall expire on the date which is ten years after the date of grant (or such lesser period as may be specified by the Board at the time of grant), or such earlier date as the Option may no longer be exercised and cannot, by its terms, thereafter become exercisable.
(c) Exercise. The Board may establish terms regarding the times at which Options shall become vested and exercisable.
(d) Payment. The purchase price of the shares to which an Option relates shall be paid to the Corporation either in cash, in Common Stock owned by the Participant, or by directing the Corporation to withhold from the shares deliverable upon exercise of the Option shares suffcient to pay the exercise price, or any combination of these exercise methods, or by any other exercise method as may be authorized by the Committee, except to the extent that the Committee may restrict any of these exercise methods (providing that at least one exercise method must remain permitted).
7.3 Termination of Board Membership. The Board may establish terms regarding the extent to which, upon or following termination of a Director's membership on the Board, including upon death, Disability, Retirement or Early Retirement, Options shall become vested and exercisable on an accelerated basis, Options shall cease to become vested and exercisable, or Options shall cease to be exercisable or shall be forfeited.