OF STOCK AS TO WHICH THAT OPTION MAY BE EXERCISED OR ARE SUBJECT TO THE
AWARD OR (II) SHARES OF STOCK OF THE COMPANY THAT IS THE SURVIVING CORPORATION
IN SUCH MERGER, CONSOLIDATION, LIQUIDATION, SALE OR OTHER DISPOSITION HAVING A
VALUE, AS OF THE DATE OF PAYMENT UNDER SUBSECTION 4.2(D)(I), AS DETERMINED BY
THE COMMITTEE IN ITS SOLE DISCRETION, EQUAL TO THE VALUE OF THE SHARES OF STOCK
OR OTHER SECURITIES OR PROPERTY OTHERWISE PAYABLE UNDER SUBSECTION 4.2(D)(I);
(B) IF OPTIONS OR OTHER AWARDS HAVE NOT ALREADY BECOME EXERCISABLE UNDER
SECTION 5 HEREOF, THE BOARD OF DIRECTORS MAY WAIVE ANY LIMITATIONS SET FORTH IN
OR IMPOSED PURSUANT TO THIS PLAN SO THAT ALL OPTIONS OR OTHER AWARDS, FROM AND
AFTER A DATE PRIOR TO THE EFFECTIVE DATE OF THAT MERGER, CONSOLIDATION,
LIQUIDATION, SALE OR OTHER DISPOSITION, AS THE CASE MAY BE, SPECIFIED BY THE
BOARD OF DIRECTORS, SHALL BE EXERCISABLE IN FULL; AND (C) ALL OUTSTANDING
OPTIONS OR SARS MAY BE CANCELLED BY THE BOARD OF DIRECTORS AS OF THE EFFECTIVE
DATE OF ANY MERGER, CONSOLIDATION, LIQUIDATION, SALE OR OTHER DISPOSITION,
PROVIDED THAT ANY OPTIONEE OR SAR HOLDER SHALL HAVE THE RIGHT IMMEDIATELY PRIOR
TO SUCH EVENT TO EXERCISE HIS OR HER OPTION OR SAR TO THE EXTENT SUCH OPTIONEE
OR HOLDER IS OTHERWISE ABLE TO DO SO IN ACCORDANCE WITH THIS PLAN (INCLUDING
SECTION 5 HEREOF) OR HIS OR HER INDIVIDUAL AWARD AGREEMENT; PROVIDED, FURTHER,
THAT IN
5
the case of an in-the-money Option or SAR, any such cancellation pursuant to
this Section 4.2(d) shall be contingent upon the payment to the affected
Participants of an amount in cash, property or a combination thereof having an
aggregate value equal to the excess of the value of the per-share amount of
consideration paid pursuant to the merger, consolidation, liquidation, sale or
other disposition, as the case may be, giving rise to such cancellation, over
the per-share exercise price of such Option or SAR, multiplied by the number of
shares of Stock subject to the Option or SAR.
No payments will be made for
out-of-the-money Options or SARs that are cancelled under this provision.
(E)
IN THE EVENT OF A CHANGE IN THE SHARES OF
THE COMPANY AS PRESENTLY CONSTITUTED, WHICH IS LIMITED TO A CHANGE OF ALL OF ITS
AUTHORIZED SHARES WITH PAR VALUE INTO THE SAME NUMBER OF SHARES WITH A DIFFERENT
PAR VALUE OR WITHOUT PAR VALUE, THE SHARES RESULTING FROM ANY SUCH CHANGE SHALL
BE DEEMED TO BE THE SHARES WITHIN THE MEANING OF THIS PLAN.
(F)
ANY ADJUSTMENTS PURSUANT TO
SECTION 4.2(D) SHALL BE MADE BY THE BOARD OR COMMITTEE, AS THE CASE MAY BE,
WHOSE DETERMINATION IN THAT RESPECT SHALL BE FINAL, BINDING AND CONCLUSIVE,
REGARDLESS OF WHETHER OR NOT ANY SUCH ADJUSTMENT SHALL HAVE THE RESULT OF
CAUSING AN ISO TO CEASE TO QUALIFY AS AN ISO.
(G)
EXCEPT AS HEREINBEFORE EXPRESSLY PROVIDED IN
THIS SECTION 4, A PARTICIPANT SHALL HAVE NO RIGHTS BY REASON OF ANY SUBDIVISION
OR CONSOLIDATION OF SHARES OF