THE CHANGE IN CONTROL PRICE, AT ANY TIME DURING THE 60 DAY PERIOD
IMMEDIATELY PRECEDING ANY BONA FIDE TRANSACTION RELATED TO A CHANGE IN CONTROL;
PROVIDED, FURTHER, THAT IF A DATE PRIOR TO SUCH OCCURRENCE IS SELECTED FOR A
CASH OUT, ANY SUBSEQUENT INCREASE IN THE CHANGE IN CONTROL PRICE SHALL BE
COMPUTED WITH RESPECT TO SUCH AWARDS WHICH HAVE BEEN CASHED-OUT AND WILL BE PAID
TO EACH HOLDER ON THE DATE OF SUCH OCCURRENCE, OR AS SOON THEREAFTER AS
REASONABLY POSSIBLE.
11.
ADJUSTMENT OF RESERVED SHARES.
(A)
IF AT ANY TIME WHILE THE PLAN IS IN EFFECT
OR AWARDS WITH RESPECT TO RESERVED SHARES ARE OUTSTANDING, THERE SHALL BE ANY
INCREASE OR DECREASE IN THE NUMBER OF ISSUED AND OUTSTANDING SHARES THROUGH THE
DECLARATION OF A STOCK DIVIDEND OR THROUGH ANY RECAPITALIZATION RESULTING IN A
STOCK SPLIT UP, COMBINATION OR EXCHANGE OF SHARES, THEN AND IN SUCH EVENT:
(I)
APPROPRIATE ADJUSTMENT SHALL BE MADE IN
THE MAXIMUM NUMBER OF RESERVED SHARES WHICH MAY BE GRANTED UNDER SECTION 3, AND
EQUITABLY IN THE RESERVED
9
SHARES WHICH ARE THEN SUBJECT TO EACH AWARD, SO THAT THE SAME PROPORTION OF THE
COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK SHALL CONTINUE TO BE SUBJECT TO
GRANT UNDER SECTION 3, AND TO SUCH AWARD, AND
(II)
IN ADDITION, AND WITHOUT LIMITATION, IN
THE CASE OF EACH AWARD (INCLUDING, WITHOUT LIMITATION, OPTIONS) WHICH REQUIRES
THE PAYMENT OF CONSIDERATION BY THE HOLDER IN ORDER TO ACQUIRE RESERVED SHARES,
AN APPROPRIATE EQUITABLE ADJUSTMENT SHALL BE MADE IN THE CONSIDERATION
(INCLUDING, WITHOUT LIMITATION THE OPTION PRICE) REQUIRED TO BE PAID TO ACQUIRE
THE EACH RESERVED SHARE, SO THAT (I) THE AGGREGATE CONSIDERATION TO ACQUIRE ALL
OF THE RESERVED SHARES SUBJECT TO THE AWARD REMAINS THE SAME AND, (II) SO FAR AS
POSSIBLE, (AND WITHOUT DISQUALIFYING AN INCENTIVE STOCK OPTION) THE RELATIVE
COST OF ACQUIRING EACH RESERVED SHARE SUBJECT TO SUCH AWARD REMAINS THE SAME;
AND
(III)
IN ADDITION, SHALL MAKE APPROPRIATE
ADJUSTMENT IN THE PERFORMANCE MEASURES FOR EACH PERFORMANCE AWARD SO AS TO
REASONABLY INSURE THAT THE SAME LEVEL OF PERFORMANCE WILL RESULT IN THE SAME
VESTING AND OTHER MATERIAL RIGHTS AND BENEFITS UNDER THE PERFORMANCE AWARD.
All such determinations shall be made by the Board in its sole discretion.
(B)
THE COMMITTEE MAY CHANGE, OR MAY DIRECT THE
ADMINISTRATOR TO CHANGE, THE TERMS OF AWARDS OUTSTANDING UNDER THIS PLAN WHEN,
IN THE COMMITTEE'S JUDGMENT, SUCH ADJUSTMENTS BECOME APPROPRIATE BY REASON OF A
CORPORATE TRANSACTION (AS DEFINED IN TREASURY REGULATION § 1.425 1(A)(1)(II));
PROVIDED, HOWEVER, THAT IF BY REASON OF SUCH CORPORATE TRANSACTION AN INCENTIVE
STOCK OPTION IS ASSUMED OR A NEW INCENTIVE STOCK OPTION IS SUBSTITUTED
THEREFORE, THE COMMITTEE, OR AT THE DIRECTION OF THE COMMITTEE, THE
ADMINISTRATOR, MAY ONLY CHANGE THE TERMS OF SUCH INCENTIVE STOCK OPTION SUCH
THAT (I) THE EXCESS OF THE AGGREGATE FAIR MARKET VALUE OF THE RESERVED SHARES
SUBJECT TO THE SUBSTITUTED INCENTIVE STOCK OPTION IMMEDIATELY AFTER THE
SUBSTITUTION OR ASSUMPTION, OVER THE AGGREGATE OPTION PRICE OF SUCH RESERVED
SHARES AT