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)
IN THE EVENT OF THE PROPOSED DISSOLUTION OR LIQUIDATION OF THE
COMPANY, THE OFFERING PERIOD WILL TERMINATE IMMEDIATELY PRIOR TO THE
CONSUMMATION OF SUCH PROPOSED ACTION, UNLESS OTHERWISE PROVIDED BY THE BOARD.
IN THE EVENT OF (I) A MERGER OR CONSOLIDATION IN WHICH THE COMPANY IS NOT THE
SURVIVING CORPORATION (OTHER THAN A MERGER OR CONSOLIDATION WITH A WHOLLY-OWNED
SUBSIDIARY, A REINCORPORATION OF THE COMPANY IN A DIFFERENT JURISDICTION, OR
OTHER TRANSACTION IN WHICH THERE IS NO SUBSTANTIAL CHANGE IN THE SHAREHOLDERS OF
THE COMPANY OR THEIR RELATIVE STOCK HOLDINGS AND THE OPTIONS UNDER THIS PLAN ARE
ASSUMED, CONVERTED OR REPLACED BY THE SUCCESSOR CORPORATION, WHICH ASSUMPTION
SHALL BE BINDING ON ALL PARTICIPANTS), (II) A MERGER IN WHICH THE COMPANY IS THE
SURVIVING CORPORATION BUT AFTER WHICH THE SHAREHOLDERS OF THE COMPANY
IMMEDIATELY PRIOR TO SUCH MERGER (OTHER THAN ANY SHAREHOLDER THAT MERGES, OR
WHICH OWNS OR CONTROLS ANOTHER CORPORATION THAT MERGES, WITH THE COMPANY IN SUCH
MERGER) CEASE TO OWN THEIR SHARES OR OTHER EQUITY INTEREST IN THE COMPANY, (III)
THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, OR (IV) THE
ACQUISITION, SALE, OR TRANSFER OF MORE THAN 50% OF THE OUTSTANDING SHARES OF THE
COMPANY BY TENDER OFFER OR SIMILAR TRANSACTION, EACH OPTION UNDER THIS PLAN
SHALL BE ASSUMED OR AN EQUIVALENT OPTION
6
SHALL BE SUBSTITUTED BY THE SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF
THE SUCCESSOR CORPORATION, UNLESS THE SUCCESSOR CORPORATION DOES NOT AGREE TO
ASSUME THE OPTION OR TO SUBSTITUTE AN EQUIVALENT OPTION, IN WHICH CASE THE BOARD
MAY DETERMINE, IN THE EXERCISE OF ITS SOLE DISCRETION AND IN LIEU OF SUCH
ASSUMPTION OR SUBSTITUTION, TO SHORTEN THE OFFERING PERIOD THEN IN PROGRESS BY
SETTING A NEW PURCHASE DATE (THE "NEW PURCHASE DATE").
IF THE BOARD SHORTENS
THE OFFERING PERIOD THEN IN PROGRESS, THE BOARD SHALL NOTIFY EACH PARTICIPANT IN
WRITING, AT LEAST TEN (10) DAYS PRIOR TO THE NEW PURCHASE DATE, THAT THE
PURCHASE DATE FOR HIS OR HER OPTION HAS BEEN CHANGED TO THE NEW PURCHASE DATE
AND THAT HIS OR HER OPTION WILL BE EXERCISED AUTOMATICALLY ON THE NEW PURCHASE
DATE, UNLESS PRIOR TO SUCH DATE HE OR SHE HAS WITHDRAWN FROM THE OFFERING PERIOD
AS PROVIDED IN SECTION 12.
C)
THE COMMITTEE MAY, IF IT SO DETERMINES IN THE EXERCISE OF ITS
SOLE DISCRETION, ALSO MAKE PROVISION FOR ADJUSTING THE RESERVES, AS WELL AS THE
PRICE PER SHARE OF COMMON STOCK COVERED BY EACH OUTSTANDING OPTION, IN THE EVENT
THAT THE COMPANY EFFECTS ONE OR MORE REORGANIZATIONS, RECAPITALIZATIONS, RIGHTS
OFFERINGS OR OTHER INCREASES OR REDUCTIONS OF SHARES OF ITS OUTSTANDING COMMON
STOCK, OR IN THE EVENT OF THE COMPANY BEING CONSOLIDATED WITH OR MERGED INTO ANY
OTHER CORPORATION.
16.
NONASSIGNABILITY.
Neither payroll deductions credited to a participant's account nor any rights
with regard to the exercise