Walter and Susan Moore - Page 5




                                         -5-                                          
               Termination of Option.                                                 
                    A vested Option shall terminate, to the extent not                
               previously exercised, upon the occurrence of one of the                
               following events:                                                      
                    (i) ten (10) years from the date of grant; or                     
               12/05/05;                                                              
                    (ii) the expiration of three (3) months from the                  
               date of Optionee’s termination of employment or service                
               with the Company for any reason other than death or                    
               because Optionee becomes disabled (within the meaning                  
               of Section 22(e)(3) of the Code) (unless the exercise                  
               period is extended by the Committee until a date not                   
               later than the expiration date of the Option) * * *                    
          The agreement pertaining to the grant of the option to purchase             
          the 75,000 shares contained the following recital:                          
               Termination of Option.                                                 
                    A vested Option shall terminate, to the extent not                
               previously exercised, upon the occurrence of one of the                
               following events:                                                      
                    (i) ten (10) years from the date of grant; or                     
               11/07/06;                                                              
                    (ii) the expiration of three (3) months from the                  
               date of Optionee’s termination of employment or service                
               with the Company for any reason other than death or                    
               because Optionee becomes disabled (within the meaning                  
               of Section 22(e)(3) of the Code) (unless the exercise                  
               period is extended by the Committee until a date not                   
               later than the expiration date of the Option) * * *                    
                    c.  Third Option                                                  
               Petitioner was granted an option to purchase 27,500 shares             
          of CTI common stock at $16.0625 per share under the CTI 1994                
          Equity Incentive Plan Incentive Stock Option Agreement entered              








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