SHALL BECOME
IMMEDIATELY EXERCISABLE AND SOME OR ALL OF THE SHARES SUBJECT TO THAT OPTION
SHALL AUTOMATICALLY BECOME VESTED (AND SOME OR ALL OF THE REPURCHASE RIGHTS OF
THE CORPORATION WITH RESPECT TO THE UNVESTED SHARES SUBJECT TO THAT OPTION SHALL
IMMEDIATELY TERMINATE) UPON THE OCCURRENCE OF A CORPORATE TRANSACTION, A CHANGE
IN CONTROL, ANY OTHER EVENT OR THE OPTIONEE'S INVOLUNTARY TERMINATION WITHIN A
DESIGNATED PERIOD OF TIME FOLLOWING ANY OF THESE EVENTS.
F.
THE PORTION OF ANY INCENTIVE OPTION ACCELERATED IN CONNECTION WITH A
CORPORATE TRANSACTION OR CHANGE IN CONTROL SHALL REMAIN EXERCISABLE AS AN
INCENTIVE OPTION ONLY TO THE EXTENT THE APPLICABLE ONE HUNDRED THOUSAND DOLLAR
($100,000) LIMITATION IS NOT EXCEEDED.
TO THE EXTENT SUCH DOLLAR LIMITATION IS
EXCEEDED, THE ACCELERATED PORTION OF SUCH OPTION SHALL BE EXERCISABLE AS A
NON-STATUTORY OPTION UNDER THE FEDERAL TAX LAWS.
IV.
CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any time and from
time to time, with the consent of the affected option holders, the cancellation
of any or all outstanding options under the Discretionary Option Grant Program
(including outstanding options incorporated from the Predecessor Plans) and to
grant in substitution new options covering the same or different number of
shares of Common Stock.
V.
STOCK APPRECIATION RIGHTS
A.
THE PLAN ADMINISTRATOR SHALL HAVE FULL POWER AND AUTHORITY TO GRANT TO
SELECTED OPTIONEES TANDEM STOCK APPRECIATION RIGHTS AND/OR LIMITED STOCK
APPRECIATION RIGHTS.
B.
THE FOLLOWING TERMS SHALL GOVERN THE GRANT AND EXERCISE OF TANDEM STOCK
APPRECIATION RIGHTS:
1.
ONE OR MORE OPTIONEES MAY BE GRANTED THE RIGHT, EXERCISABLE UPON SUCH
TERMS AS THE PLAN ADMINISTRATOR MAY ESTABLISH, TO ELECT BETWEEN THE EXERCISE OF
THE UNDERLYING OPTION FOR SHARES OF COMMON STOCK AND THE SURRENDER OF THAT
OPTION IN EXCHANGE FOR A DISTRIBUTION FROM THE CORPORATION IN AN AMOUNT EQUAL TO
THE EXCESS OF (A) THE FAIR MARKET VALUE (ON THE OPTION SURRENDER DATE) OF THE
NUMBER OF SHARES IN WHICH THE OPTIONEE IS AT THE TIME VESTED UNDER THE
SURRENDERED OPTION (OR SURRENDERED PORTION THEREOF) OVER (B) THE AGGREGATE
EXERCISE PRICE PAYABLE FOR SUCH SHARES.
2.
NO SUCH OPTION SURRENDER SHALL BE EFFECTIVE UNLESS IT IS APPROVED BY THE
PLAN ADMINISTRATOR, EITHER AT THE TIME OF THE ACTUAL OPTION SURRENDER OR AT ANY
EARLIER TIME.
IF THE SURRENDER IS SO APPROVED, THEN THE DISTRIBUTION TO WHICH
THE OPTIONEE SHALL BE ENTITLED MAY BE
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MADE IN SHARES OF COMMON STOCK VALUED AT FAIR MARKET VALUE ON THE OPTION
SURRENDER DATE, IN CASH, OR PARTLY IN SHARES AND PARTLY IN CASH, AS THE PLAN
ADMINISTRATOR SHALL IN ITS SOLE DISCRETION DEEM APPROPRIATE.
3.
IF THE SURRENDER OF AN OPTION IS NOT APPROVED BY THE PLAN ADMINISTRATOR,
THEN THE OPTIONEE SHALL RETAIN WHATEVER RIGHTS THE OPTIONEE HAD UNDER THE
SURRENDERED OPTION (OR SURRENDERED PORTION THEREOF) ON THE OPTION SURRENDER DATE
AND MAY EXERCISE SUCH RIGHTS AT ANY TIME PRIOR TO THE LATER OF (A) FIVE (5)
BUSINESS DAYS AFTER THE RECEIPT OF THE REJECTION NOTICE