WHOSE DETERMINATION IN THAT
RESPECT SHALL BE FINAL, BINDING AND CONCLUSIVE. EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NO ISSUANCE BY THE COMPANY OF SHARES OF STOCK OF ANY CLASS, OR
SECURITIES CONVERTIBLE INTO SHARES OF STOCK OF ANY CLASS, SHALL AFFECT, AND NO
ADJUSTMENT BY REASON THEREOF SHALL BE MADE WITH RESPECT TO, THE NUMBER OR PRICE
OF SHARES OF COMMON STOCK SUBJECT TO AN OPTION.
B.
DISSOLUTION OR LIQUIDATION. IN THE EVENT OF THE PROPOSED DISSOLUTION OR
LIQUIDATION OF THE COMPANY, THE BOARD SHALL SHORTEN ANY OFFERING PERIOD THEN IN
PROGRESS BY SETTING A NEW EXERCISE DATE (THE "NEW EXERCISE DATE"), AND SUCH
OFFERING PERIOD SHALL TERMINATE ON THE NEW EXERCISE DATE. THE NEW EXERCISE DATE
SHALL BE BEFORE THE DATE OF THE COMPANY'S PROPOSED DISSOLUTION OR LIQUIDATION.
THE BOARD SHALL NOTIFY EACH PARTICIPANT IN WRITING, AT LEAST TEN (10) DAYS PRIOR
TO THE NEW EXERCISE DATE, THAT THE EXERCISE DATE FOR THE PARTICIPANT'S OPTION
HAS BEEN CHANGED TO THE NEW EXERCISE DATE AND THAT THE PARTICIPANT'S OPTION
SHALL BE EXERCISED AUTOMATICALLY ON THE NEW EXERCISE DATE, UNLESS PRIOR TO SUCH
DATE THE PARTICIPANT HAS WITHDRAWN FROM THE OFFERING PERIOD AS PROVIDED IN
SECTION 9 HEREOF.
C.
MERGER OR ASSET SALE. IF THE COMPANY SHALL AT ANY TIME MERGE OR
CONSOLIDATE WITH ANOTHER CORPORATION AND THE HOLDERS OF THE CAPITAL STOCK OF THE
COMPANY IMMEDIATELY PRIOR TO SUCH MERGER OR CONSOLIDATION CONTINUE TO HOLD AT
LEAST SIXTY PERCENT (60%) BY VOTING POWER OF THE CAPITAL STOCK OF THE SURVIVING
CORPORATION ("CONTINUITY OF CONTROL"), THE HOLDER OF EACH OPTION THEN
OUTSTANDING WILL THEREAFTER BE ENTITLED TO RECEIVE AT THE NEXT EXERCISE DATE
UPON THE EXERCISE OF SUCH OPTION FOR EACH SHARE AS TO WHICH SUCH OPTION SHALL BE
EXERCISED THE SECURITIES OR PROPERTY WHICH A HOLDER OF ONE SHARE OF COMMON STOCK
WAS ENTITLED TO UPON AND AT THE TIME OF SUCH MERGER OR CONSOLIDATION, AND THE
BOARD SHALL TAKE SUCH STEPS IN CONNECTION WITH SUCH MERGER OR CONSOLIDATION AS
THE BOARD SHALL DEEM NECESSARY TO ASSURE THAT THE PROVISIONS OF SECTION 16(A)
SHALL THEREAFTER BE APPLICABLE, AS NEARLY AS REASONABLY MAY BE, IN RELATION TO
THE SAID SECURITIES OR PROPERTY AS TO WHICH SUCH HOLDER OF SUCH OPTION MIGHT
THEREAFTER BE ENTITLED TO RECEIVE THEREUNDER.
IN THE EVENT OF A MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER
CORPORATION WHICH DOES NOT INVOLVE CONTINUITY OF CONTROL, OR WHICH INVOLVES A
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY (AN
"ACQUISITION"), WHILE UNEXERCISED OPTIONS REMAIN OUTSTANDING UNDER THE PLAN, ALL
OPTIONS OUTSTANDING AS OF THE EFFECTIVE DATE OF THE ACQUISITION SHALL BE DEEMED
ASSUMED OR SUBSTITUTED FOR AND EACH HOLDER OF AN OUTSTANDING OPTION SHALL BE
ENTITLED, UPON EXERCISE OF SUCH OPTION, TO RECEIVE IN LIEU OF SHARES OF COMMON
STOCK, SHARES OF SUCH STOCK OR OTHER SECURITIES AS THE HOLDERS OF SHARES OF
COMMON STOCK RECEIVED PURSUANT TO THE TERMS OF THE ACQUISITION. NOTWITHSTANDING
THE FOREGOING, IN THE EVENT THAT THE ACQUIRING OR SUCCEEDING