Walter and Susan Moore - Page 6




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          into as of December 9, 1997.  The agreement pertaining to this              
          option 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                    
               12/09/07;                                                              
                    (ii) the expiration of three (3) months from the                  
               date of Optionee’s termination of employment 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) * * *                    
                    d.  Fourth Option                                                 
               Petitioner was granted an option to purchase 35,000 shares             
          of CTI common stock at $2.969 per share under the CTI 1994 Equity           
          Incentive Plan Incentive Stock Option Agreement entered into as             
          of December 10, 1998.  The agreement pertaining to this option              
          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                     
               December 10, 2008;                                                     
                    (ii) the expiration of three (3) months from the                  
               date of Optionee’s termination of employment 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                     







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