Exhibit
4.1


	
  

  	
  

  	
  FILE COPY

  



 


STOCK
OPTION GRANT CERTIFICATE


Clarient, Inc., a
Delaware corporation (the “Company”), hereby grants to the grantee named below
(“Grantee”) an option (this “Option”) to purchase the total number of shares
shown below of Common Stock of the Company (the “Shares”) at the exercise price
per share set forth below, subject to all of the terms and conditions on the
reverse side of this Stock Option Grant Certificate and the 1996 Equity
Compensation Plan, as amended and restated (the “Plan”). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to them in the Plan. The terms and conditions set forth on the reverse side
hereof and the terms and conditions of the Plan are incorporated herein by
reference. This Stock Option Grant Certificate shall constitute the “Agreement”
for this Option as such term is used in the Plan.


	
  Grant Date:

  	
  June 19, 2006

  
	
   

  	
   

  
	
  Type of Option:

  	
  Non-qualified Stock Option

  
	
   

  	
   

  
	
  Shares Subject to Option:

  	
  150,000

  
	
   

  	
   

  
	
  Exercise Price Per Share:

  	
  $0.90

  
	
   

  	
   

  
	
  Term of Option:

  	
  10 years

  
			



 


Shares subject to
issuance under this Option do not become exercisable until the first
anniversary of the grant, and then become exercisable on and after the dates
indicated below:


	
  June 19, 2007

  	
   

  	
  25

  	
  %

  
	
  June 20, 2007 to June
  19, 2010

  	
   

  	
  Monthly

  	
   

  
	
  June 19, 2010

  	
   

  	
  100

  	
  %

  



 


This Option shall be
exercisable throughout the Term as to all Shares for which it has become
exercisable as provided above.


In witness whereof, this
Stock Option Grant Certificate has been executed by the Company by a duly
authorized officer as of the date specified hereon.


Clarient, Inc.


 


	
  By:

  	
  /s/ Ronald A. Andrews

  	
   

  
	
   

  	
  Ronald A. Andrews

  	
   

  



 


Grantee hereby
acknowledges receipt of a copy of the Prospectus containing information about
the Plan, represents that Grantee has read the Prospectus and understands the
terms and provisions of the Plan, and accepts this Option subject to all the
terms and conditions of the Plan and this Stock Option Grant Certificate.
Grantee acknowledges that the grant and exercise of this Option, and the sale
of Shares obtained through the exercise of this Option, may have tax
implications that could result in adverse tax consequences to the Grantee and that
Grantee is not relying on the Company for any tax, financial or legal advice
and will consult a tax adviser prior to such exercise or disposition.


 


	
  /s/ James Agnello

  	
   

  
	
  James Agnello

  



 











1.             Option Expiration.   The Option shall automatically
terminate upon the happening of the first of the following events:


(a)           The expiration of the three year
period after the Grantee ceases to be a member of the Board of Directors of the
Company for any reason other than as provided below in subparagraphs (b)
through (e);


(b)           The expiration of the one-year period
after the Grantee ceases to be employed by or to be a member of the Board of
Directors of the Company on account of the Grantee’s disability (as defined in
the Plan);


(c)           The expiration of the one-year period
after the Grantee’s employment terminates as a result of death while employed
by or to be a member of the Board of Directors of the Company or within three
months after the Grantee’s termination of employment or service as described in
subparagraph (a) above;


(d)           The date on which the Grantee ceases
to be employed by or to be a member of the Board of Directors of the Company as
a result of a termination by the Company for cause (as defined in the Plan); or


(e)           The expiration of the three-year
period after the Grantee’s employment or service terminates as a result of
retirement on or after the Grantee’s fifty-fifth birthday and a minimum of five
years of employment or three years of Board service.


Notwithstanding the foregoing,
in no event may the Option be exercised after the expiration of the Term of
Option specified on the reverse side. Any portion of the Option that is not
vested at the time the Grantee ceases to be employed by or to be a member of
the Board of Directors of the Company shall immediately terminate. In the event
a Grantee ceases to be employed by or to be a member of the Board of Directors
of the Company as a result of a termination by the Company for cause, the
Grantee shall automatically forfeit all shares underlying any exercised portion
of an Option for which the Company has not yet delivered the share certificates
upon refund by the Company of the exercise price paid by the Grantee for such
shares.


2.             Exercise Procedures.


(a)           Subject to the provisions of this
Stock Option Grant Certificate and the Plan, the Grantee may exercise part or
all of the vested Option by giving the Company written notice of intent to
exercise in the manner provided in Paragraph 11 below, specifying the number of
Shares as to which the Option is to be exercised. On the delivery date, the
Grantee shall pay the exercise price (i) in cash, (ii) with the prior consent
of the Committee, by delivering Shares of the Company (duly endorsed for
transfer or accompanied by stock powers signed in blank) which shall be valued
at their fair market value on the date of delivery, or (iii) by such other
method as the Committee may approve, including payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board. The Board may impose from time to time such limitations as it deems
appropriate on the use of Shares of the Company to exercise the Option.


(b)           The obligation of the Company to
deliver Shares upon exercise of the Option shall be subject to all applicable
laws, rules, and regulations and such approvals by governmental agencies as may
be deemed appropriate by the Board, including such actions as Company counsel
shall deem necessary or appropriate to comply with relevant securities laws and
regulations. The Company may require that the Grantee (or other person
exercising the Option after the Grantee’s death) represent that the Grantee is
purchasing Shares for the Grantee’s own account and not with a view to or for
sale in connection with any distribution of the Shares, or such other
representation as the Board deems appropriate. All obligations of the Company
under this Stock Option Grant Certificate shall be subject to the rights of the
Company as set forth in the Plan to withhold amounts required to be withheld
for any taxes, if applicable. Subject to Committee approval, the Grantee may
elect to satisfy any income tax withholding obligation of the Company with
respect to the Option by having Shares withheld with a fair market value equal
to the federal (including FICA), state and local tax liabilities with respect
to the exercise of the Option, based on the minimum statutory tax rates
applicable to supplemental wages.


3.             Change of Control.    In the
event of a “Change of Control,” all of the unvested portion of the Option shall
vest immediately. “Change in Control” is defined to mean the issuance, sale or
transfer (including a transfer as a result of death, disability, operation of
law or otherwise) in a single transaction or group of related transactions to
any entity, person or group (other than Safeguard Scientifics, Inc. and/or its
affiliates) of the beneficial ownership of newly issued, outstanding or
treasury shares of the capital stock of the Company having 50% or more of the
combined voting power of the Company’s then outstanding securities entitled to
vote for at least a majority of the authorized number of directors of the
Company, or any merger, consolidation, sale of all or substantially all of the
assets or other comparable transaction as a result of which all or
substantially all of the assets and business of the Company are acquired
directly or indirectly by another entity which prior to the acquisition was not
an affiliate of the Company (as defined in the regulations of the Securities
and Exchange Commission under the Securities Act of 1933), other than any such
merger, consolidation, sale or other transaction which results in the Company’s
voting securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Company’s assets or otherwise succeeds to the
business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least 50% of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after the
transaction. Group shall have the same meaning as in Section 13(d) of the
Securities Exchange Act of 1934, and “affiliate” shall have the same meaning as
in Rule 405 of the Securities Exchange Commission adopted under the Securities
Act of 1933.


4.             Restrictions on Exercise. Only the Grantee may
exercise the Option during the Grantee’s lifetime. After the Grantee’s death,
the Option shall be exercisable (subject to the limitations specified in the
Plan) solely by the legal representatives of the Grantee, or by the person who
acquires the right to exercise the Option by will or by the laws of descent and
distribution, to the extent that the Option is exercisable pursuant to this
Stock Option Grant Certificate. Notwithstanding the foregoing, the Committee
may provide, at or after grant, that a Grantee may transfer non-qualified stock
options pursuant to a domestic relations order or to family members or other
persons or entities on such terms as the Committee may determine.


5.             Grant Subject to Plan Provisions. This grant is
made pursuant to the Plan, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the Plan.
The grant and exercise of the Option are subject to the provisions of the Plan
and to interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the Shares, (iii) capital or other
changes of the Company, and (iv) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the Option
pursuant to the terms of the Plan, and its decisions shall be conclusive as to
any questions arising hereunder.


6.             No Employment Rights. The grant of the Option
shall not confer upon the Grantee any right to be retained by or in the employ
of the Company and shall not interfere in any way with the right of the Company
to terminate the Grantee’s employment or service at any time. The right of the
Company to terminate at will the Grantee’s employment or service at any time
for any reason is specifically reserved. No policies, procedures or statements
of any nature by or on behalf of the Company (whether written or oral, and
whether or not contained in any formal employee manual or handbook) shall be
construed to modify this Grant Letter or to create express or implied
obligations to the Grantee of any nature.


7.             No Stockholder Rights. Neither the Grantee, nor
any person entitled to exercise the Grantee’s rights in the event of the
Grantee’s death, shall have any of the rights and privileges of a stockholder
with respect to the Shares subject to the Option until certificates for Shares
have been issued upon the exercise of the Option.


8.             No Disclosure. The Grantee acknowledges that the
Company has no duty to disclose to the Grantee any material information
regarding the business of the Company or affecting the value of the Shares
before or at the time of a termination of the Grantee’s employment or service,
including without limitation any plans regarding a public offering or merger
involving the Company.


9.             Assignment and Transfers. The rights and
interests of the Grantee under this Stock Option Grant Certificate may not be
sold, assigned, encumbered or otherwise transferred except, in the event of the
death of the Grantee, by will or by the laws of descent and distribution. In
the event of any attempt by the Grantee to alienate, assign, pledge,
hypothecate, or otherwise dispose of the Option or any right hereunder, except
as provided for in this Stock Option Grant Certificate, or in the event of the
levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become
null and void. The rights and protections of the Company hereunder shall extend
to any successors or assigns of the Company and to the Company’s parents,
subsidiaries, and affiliates. This Stock Option Grant Certificate may be
assigned by the Company without the Grantee’s consent.


10.           Applicable Law. The validity,
construction, interpretation and effect of this instrument shall be governed by
and determined in accordance with the laws of the State of Delaware.


11.           Notice. Any notice to the
Company provided for in this instrument shall be addressed to the Company in
care of the Chief Financial Officer at the Company’s headquarters and any
notice to the Grantee shall be addressed to such Grantee at the current address
shown on the payroll of the Company, or to such other address as the Grantee
may designate to the Company in writing. Any notice shall be delivered by hand,
sent by telecopy or enclosed in a properly sealed envelope addressed as stated
above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.


12.           Antidilution. If the
outstanding shares of Common Stock of the Company are changed into a different
number or kind of shares of Company stock (i) by reason of a stock dividend,
recapitalization , stock split or reverse stock split, (ii) by reason of a
merger, reorganization or consolidation in which the outstanding shares of
Common Stock of the Company are converted into a different number or kind of
shares of Company stock (iii) by reason of a reclassification, change in par
value or (iv) by reason of any other extraordinary or usual event affecting the
outstanding Common Stock as a class without the Company’s receipt of
consideration, or if the value of outstanding shares of Company’s Common Stock
I substantially reduced as a result of a spin-off or the Company’s payment of
an extraordinary dividend or distribution, then unless such event would change
results in the termination of this Option, the Company shall make an
appropriate and proportionate adjustment in the number and class shares subject
in this Option. If the outstanding shares of Common Stock of the Company are
converted into or exchanged for cash, property or securities not issued by the
Company as a result of a reorganization, merger, consolidation or sale of
assets of the Company, then, unless provision is made in writing in connection
with such transaction for the assumption of the Option or the substitution for
the Option of a new option covering the securities of a successor entity, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices, this Option shall become exercisable to purchase, in
lieu of the Shares subject hereto, the cash, property of securities that would have
been received by the Grantee with respect to the Shares then subject to this
Option if this Option has been exercised immediately before the consummation of
such transaction. Any fractional shares resulting from any such adjustment
shall be eliminated by rounding any portion of a share equal to .5 or greater
up, and any portion of a share equal to less than .5 down, in each case to the
nearest whole number.











 


	
  

  	
  

  	
  FILE COPY

  



 


STOCK
OPTION GRANT CERTIFICATE


Clarient, Inc., a Delaware
corporation (the “Company”), hereby grants to the grantee named below (“Grantee”)
an option (this “Option”) to purchase the total number of shares shown below of
Common Stock of the Company (the “Shares”) at the exercise price per share set
forth below, subject to all of the terms and conditions on the reverse side of
this Stock Option Grant Certificate and the 1996 Equity Compensation Plan, as
amended and restated (the “Plan”). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Plan. The
terms and conditions set forth on the reverse side hereof and the terms and
conditions of the Plan are incorporated herein by reference. This Stock Option
Grant Certificate shall constitute the “Agreement” for this Option as such term
is used in the Plan.


	
  Grant Date:

  	
  June 19, 2006

  
	
   

  	
   

  
	
  Type of Option:

  	
  Non-qualified Stock Option

  
	
   

  	
   

  
	
  Shares Subject to Option:

  	
  150,000

  
	
   

  	
   

  
	
  Exercise Price Per Share:

  	
  $0.90

  
	
   

  	
   

  
	
  Term of Option:

  	
  10 years

  
			



 


Shares subject to
issuance under this Option do not become exercisable until the first
anniversary of the grant, and then become exercisable on and after the dates indicated
below:


	
  June 19, 2008

  	
   

  	
  25

  	
  %

  
	
  June 20, 2008 to June
  19, 2011

  	
   

  	
  Monthly

  	
   

  
	
  June 19, 2011

  	
   

  	
  100

  	
  %

  



 


This Option shall be
exercisable throughout the Term as to all Shares for which it has become
exercisable as provided above.


In witness whereof, this
Stock Option Grant Certificate has been executed by the Company by a duly
authorized officer as of the date specified hereon.


Clarient, Inc.


 


	
  By:

  	
  /s/ Ronald A. Andrews

  	
   

  
	
   

  	
  Ronald A. Andrews

  	
   

  



 


Grantee hereby
acknowledges receipt of a copy of the Prospectus containing information about
the Plan, represents that Grantee has read the Prospectus and understands the
terms and provisions of the Plan, and accepts this Option subject to all the
terms and conditions of the Plan and this Stock Option Grant Certificate.
Grantee acknowledges that the grant and exercise of this Option, and the sale
of Shares obtained through the exercise of this Option, may have tax
implications that could result in adverse tax consequences to the Grantee and
that Grantee is not relying on the Company for any tax, financial or legal
advice and will consult a tax adviser prior to such exercise or disposition.


 


	
  /s/ James Agnello

  	
   

  
	
  James Agnello

  



 











1.             Option Expiration.
The Option shall automatically terminate upon the happening of the first of the
following events:


 


(a)           The expiration of the three year
period after the Grantee ceases to be a member of the Board of Directors of the
Company for any reason other than as provided below in subparagraphs (b)
through (e);


(b)           The expiration of the one-year period
after the Grantee ceases to be employed by or to be a member of the Board of
Directors of the Company on account of the Grantee’s disability (as defined in
the Plan);


(c)           The expiration of the one-year period
after the Grantee’s employment terminates as a result of death while employed
by or to be a member of the Board of Directors of the Company or within three
months after the Grantee’s termination of employment or service as described in
subparagraph (a) above;


(d)           The date on which the Grantee ceases
to be employed by or to be a member of the Board of Directors of the Company as
a result of a termination by the Company for cause (as defined in the Plan); or


(e)           The expiration of the three-year
period after the Grantee’s employment or service terminates as a result of
retirement on or after the Grantee’s fifty-fifth birthday and a minimum of five
years of employment or three years of Board service.


Notwithstanding the
foregoing, in no event may the Option be exercised after the expiration of the
Term of Option specified on the reverse side. Any portion of the Option that is
not vested at the time the Grantee ceases to be employed by or to be a member
of the Board of Directors of the Company shall immediately terminate. In the
event a Grantee ceases to be employed by or to be a member of the Board of
Directors of the Company as a result of a termination by the Company for cause,
the Grantee shall automatically forfeit all shares underlying any exercised
portion of an Option for which the Company has not yet delivered the share certificates
upon refund by the Company of the exercise price paid by the Grantee for such
shares.


2.             Exercise Procedures.


(a)           Subject to the provisions of this
Stock Option Grant Certificate and the Plan, the Grantee may exercise part or
all of the vested Option by giving the Company written notice of intent to
exercise in the manner provided in Paragraph 11 below, specifying the number of
Shares as to which the Option is to be exercised. On the delivery date, the
Grantee shall pay the exercise price (i) in cash, (ii) with the prior consent
of the Committee, by delivering Shares of the Company (duly endorsed for
transfer or accompanied by stock powers signed in blank) which shall be valued
at their fair market value on the date of delivery, or (iii) by such other
method as the Committee may approve, including payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve Board.
The Board may impose from time to time such limitations as it deems appropriate
on the use of Shares of the Company to exercise the Option.


(b)           The obligation of the Company to
deliver Shares upon exercise of the Option shall be subject to all applicable
laws, rules, and regulations and such approvals by governmental agencies as may
be deemed appropriate by the Board, including such actions as Company counsel
shall deem necessary or appropriate to comply with relevant securities laws and
regulations. The Company may require that the Grantee (or other person
exercising the Option after the Grantee’s death) represent that the Grantee is
purchasing Shares for the Grantee’s own account and not with a view to or for
sale in connection with any distribution of the Shares, or such other
representation as the Board deems appropriate. All obligations of the Company
under this Stock Option Grant Certificate shall be subject to the rights of the
Company as set forth in the Plan to withhold amounts required to be withheld
for any taxes, if applicable. Subject to Committee approval, the Grantee may
elect to satisfy any income tax withholding obligation of the Company with
respect to the Option by having Shares withheld with a fair market value equal
to the federal (including FICA), state and local tax liabilities with respect
to the exercise of the Option, based on the minimum statutory tax rates
applicable to supplemental wages.


3.             Change of Control. In the event of a “Change of
Control,” all of the unvested portion of the Option shall vest immediately. “Change
in Control” is defined to mean the issuance, sale or transfer (including a
transfer as a result of death, disability, operation of law or otherwise) in a
single transaction or group of related transactions to any entity, person or
group (other than Safeguard Scientifics, Inc. and/or its affiliates) of the
beneficial ownership of newly issued, outstanding or treasury shares of the
capital stock of the Company having 50% or more of the combined voting power of
the Company’s then outstanding securities entitled to vote for at least a
majority of the authorized number of directors of the Company, or any merger,
consolidation, sale of all or substantially all of the assets or other
comparable transaction as a result of which all or substantially all of the
assets and business of the Company are acquired directly or indirectly by
another entity which prior to the acquisition was not an affiliate of the
Company (as defined in the regulations of the Securities and Exchange
Commission under the Securities Act of 1933), other than any such merger, consolidation,
sale or other transaction which results in the Company’s voting securities
outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction, controls, directly
or indirectly, the Company or owns, directly or indirectly, all or
substantially all of the Company’s assets or otherwise succeeds to the business
of the Company (the Company or such person, the “Successor Entity”)) directly
or indirectly, at least 50% of the combined voting power of the Successor
Entity’s outstanding voting securities immediately after the transaction. Group
shall have the same meaning as in Section 13(d) of the Securities Exchange Act
of 1934, and “affiliate” shall have the same meaning as in Rule 405 of the
Securities Exchange Commission adopted under the Securities Act of 1933.


4.             Restrictions on Exercise. Only the Grantee may
exercise the Option during the Grantee’s lifetime. After the Grantee’s death,
the Option shall be exercisable (subject to the limitations specified in the
Plan) solely by the legal representatives of the Grantee, or by the person who
acquires the right to exercise the Option by will or by the laws of descent and
distribution, to the extent that the Option is exercisable pursuant to this
Stock Option Grant Certificate. Notwithstanding the foregoing, the Committee
may provide, at or after grant, that a Grantee may transfer non-qualified stock
options pursuant to a domestic relations order or to family members or other
persons or entities on such terms as the Committee may determine.


5.             Grant Subject to Plan Provisions. This grant is
made pursuant to the Plan, the terms of which are incorporated herein by reference,
and in all respects shall be interpreted in accordance with the Plan. The grant
and exercise of the Option are subject to the provisions of the Plan and to
interpretations, regulations and determinations concerning the Plan established
from time to time by the Committee in accordance with the provisions of the
Plan, including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) capital or other changes of the
Company, and (iv) other requirements of applicable law. The Committee shall
have the authority to interpret and construe the Option pursuant to the terms
of the Plan, and its decisions shall be conclusive as to any questions arising
hereunder.


6.             No Employment Rights. The grant of the Option
shall not confer upon the Grantee any right to be retained by or in the employ
of the Company and shall not interfere in any way with the right of the Company
to terminate the Grantee’s employment or service at any time. The right of the
Company to terminate at will the Grantee’s employment or service at any time
for any reason is specifically reserved. No policies, procedures or statements
of any nature by or on behalf of the Company (whether written or oral, and
whether or not contained in any formal employee manual or handbook) shall be
construed to modify this Grant Letter or to create express or implied
obligations to the Grantee of any nature.


7.             No Stockholder Rights. Neither the Grantee, nor
any person entitled to exercise the Grantee’s rights in the event of the
Grantee’s death, shall have any of the rights and privileges of a stockholder
with respect to the Shares subject to the Option until certificates for Shares
have been issued upon the exercise of the Option.


8.             No Disclosure. The Grantee acknowledges that the
Company has no duty to disclose to the Grantee any material information
regarding the business of the Company or affecting the value of the Shares
before or at the time of a termination of the Grantee’s employment or service,
including without limitation any plans regarding a public offering or merger
involving the Company.


9.             Assignment and Transfers. The rights and
interests of the Grantee under this Stock Option Grant Certificate may not be
sold, assigned, encumbered or otherwise transferred except, in the event of the
death of the Grantee, by will or by the laws of descent and distribution. In
the event of any attempt by the Grantee to alienate, assign, pledge,
hypothecate, or otherwise dispose of the Option or any right hereunder, except
as provided for in this Stock Option Grant Certificate, or in the event of the
levy or any attachment, execution or similar process upon the rights or interests
hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company’s parents,
subsidiaries, and affiliates. This Stock Option Grant Certificate may be
assigned by the Company without the Grantee’s consent.


10.           Applicable Law. The validity,
construction, interpretation and effect of this instrument shall be governed by
and determined in accordance with the laws of the State of Delaware.


11.           Notice.   Any notice to the Company provided for in
this instrument shall be addressed to the Company in care of the Chief
Financial Officer at the Company’s headquarters and any notice to the Grantee
shall be addressed to such Grantee at the current address shown on the payroll
of the Company, or to such other address as the Grantee may designate to the
Company in writing. Any notice shall be delivered by hand, sent by telecopy or
enclosed in a properly sealed envelope addressed as stated above, registered
and deposited, postage prepaid, in a post office regularly maintained by the
United States Postal Service.


12.           Antidilution.  If the outstanding shares of Common Stock of
the Company are changed into a different number or kind of shares of Company
stock (i) by reason of a stock dividend, recapitalization, stock split or
reverse stock split, (ii) by reason of a merger, reorganization or
consolidation in which the outstanding shares of Common Stock of the Company
are converted into a different number or kind of shares of Company stock (iii)
by reason of a reclassification, change in par value or (iv) by reason of any
other extraordinary or usual event affecting the outstanding Common Stock as a
class without the Company’s receipt of consideration, or if the value of
outstanding shares of Company’s Common Stock I substantially reduced as a
result of a spin-off or the Company’s payment of an extraordinary dividend or
distribution, then unless such event would change results in the termination of
this Option, the Company shall make an appropriate and proportionate adjustment
in the number and class shares subject in this Option. If the outstanding
shares of Common Stock of the Company are converted into or exchanged for cash,
property or securities not issued by the Company as a result of a
reorganization, merger, consolidation or sale of assets of the Company, then,
unless provision is made in writing in connection with such transaction for the
assumption of the Option or the substitution for the Option of a new option
covering the securities of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices, this Option shall become exercisable to purchase, in lieu of the Shares
subject hereto, the cash, property of securities that would have been received
by the Grantee with respect to the Shares then subject to this Option if this
Option has been exercised immediately before the consummation of such
transaction. Any fractional shares resulting from any such adjustment shall be
eliminated by rounding any portion of a share equal to .5 or greater up, and
any portion of a share equal to less than .5 down, in each case to the nearest
whole number.