TRANSFER, MAKE ANY
SHORT SALE OF, GRANT ANY OPTION FOR THE PURCHASE OF, OR ENTER INTO ANY HEDGING
OR SIMILAR TRANSACTION WITH THE SAME ECONOMIC EFFECT AS A SALE, ANY SHARES OF
THE COMMON STOCK ACQUIRED BY THE PARTICIPANT PURSUANT TO A STOCK AWARD, AND
SHALL EXECUTE AND DELIVER SUCH OTHER AGREEMENTS AS MAY BE REASONABLY REQUESTED
BY THE COMPANY AND/OR THE UNDERWRITER(S) THAT ARE CONSISTENT WITH THE FOREGOING
OR THAT ARE NECESSARY TO GIVE FURTHER EFFECT THERETO. IN ORDER TO ENFORCE THE
FOREGOING COVENANT, THE COMPANY MAY IMPOSE STOP TRANSFER INSTRUCTIONS WITH
RESPECT TO SUCH SHARES UNTIL THE END OF SUCH PERIOD.
XI. ADJUSTMENTS UPON CHANGES IN STOCK.
11.1.
CAPITALIZATION ADJUSTMENTS. IN
THE EVENT OF ANY CHANGE IN THE COMMON STOCK SUBJECT TO THE PLAN OR SUBJECT TO OR
UNDERLYING ANY STOCK AWARD, BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
REVERSE STOCK SPLIT, REORGANIZATION, RECAPITALIZATION, MERGER, CONSOLIDATION,
SPIN-OFF, COMBINATION, EXCHANGE OF SHARES OF COMMON STOCK OR OTHER CORPORATE
EXCHANGE, OR ANY DISTRIBUTION OR DIVIDEND TO STOCKHOLDERS OF COMMON STOCK
(WHETHER PAID IN CASH OR OTHERWISE) OR ANY TRANSACTION SIMILAR TO THE FOREGOING,
THE COMMITTEE IN ITS SOLE DISCRETION AND WITHOUT LIABILITY TO ANY PERSON
MAY MAKE SUCH SUBSTITUTION OR ADJUSTMENT, IF ANY, AS IT DEEMS TO BE EQUITABLE TO
(I) THE TYPE, CLASS(ES) AND MAXIMUM NUMBER OF SECURITIES OR OTHER PROPERTY
SUBJECT TO THE PLAN PURSUANT TO THE SHARE RESERVE, THE ISO LIMIT, AND
SECTION 5.3, (II) THE TYPE, CLASS(ES) AND NUMBER OF SECURITIES SUBJECT TO OPTION
GRANTS TO ELIGIBLE DIRECTORS UNDER SECTION 7 OF THE PLAN, (III) THE TYPE,
CLASS(ES) AND NUMBER OF SECURITIES OR OTHER PROPERTY SUBJECT TO, AS WELL AS THE
EXERCISE PRICE, BASE PRICE, REDEMPTION PRICE OR PURCHASE PRICE APPLICABLE TO,
OUTSTANDING STOCK AWARDS OR (IV) ANY OTHER AFFECTED TERMS OF ANY OUTSTANDING
STOCK AWARDS. ANY DETERMINATION, SUBSTITUTION OR ADJUSTMENT MADE BY THE
COMMITTEE UNDER THIS SECTION 11.1, SHALL BE FINAL, BINDING AND CONCLUSIVE ON ALL
PERSONS. THE CONVERSION OF ANY CONVERTIBLE SECURITIES OF THE COMPANY SHALL NOT
BE TREATED AS A TRANSACTION THAT SHALL CAUSE THE COMMITTEE TO MAKE ANY
DETERMINATION, SUBSTITUTION OR ADJUSTMENT UNDER THIS SECTION 11.1.
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11.2.
ADJUSTMENTS UPON A CHANGE OF
CONTROL. IN THE EVENT OF A CHANGE OF CONTROL, THEN THE COMMITTEE OR THE BOARD OF
DIRECTORS OF ANY SURVIVING ENTITY OR ACQUIRING ENTITY MAY PROVIDE OR REQUIRE
THAT THE SURVIVING OR ACQUIRING ENTITY SHALL: (1) ASSUME OR CONTINUE ALL OR ANY
PART OF THE STOCK AWARDS OUTSTANDING UNDER THE PLAN OR (2) SUBSTITUTE
SUBSTANTIALLY EQUIVALENT STOCK AWARDS (INCLUDING AN AWARD TO ACQUIRE
SUBSTANTIALLY THE SAME CONSIDERATION PAID TO THE STOCKHOLDERS IN THE TRANSACTION
BY WHICH THE CHANGE OF CONTROL OCCURS) FOR THOSE STOCK AWARDS OUTSTANDING UNDER
THE PLAN. IN THE EVENT ANY SURVIVING ENTITY OR ACQUIRING ENTITY REFUSES TO
ASSUME OR CONTINUE OUTSTANDING STOCK AWARDS OR TO SUBSTITUTE SIMILAR STOCK
AWARDS FOR THOSE OUTSTANDING UNDER THE PLAN, THEN WITH RESPECT TO STOCK AWARDS
HELD BY PARTICIPANTS WHOSE CONTINUOUS SERVICE HAS NOT TERMINATED, THE COMMITTEE
IN ITS