OR OTHER PROPERTY) SUBJECT TO OUTSTANDING AWARDS OR
TO WHICH OUTSTANDING AWARDS RELATE, (2) THE EXERCISE PRICE OR STRIKE PRICE WITH
RESPECT TO ANY AWARD OR (3) ANY APPLICABLE PERFORMANCE MEASURES (INCLUDING,
WITHOUT LIMITATION, PERFORMANCE CRITERIA AND PERFORMANCE GOALS);
(II)
PROVIDING FOR A SUBSTITUTION OR ASSUMPTION
OF AWARDS, ACCELERATING THE EXERCISABILITY OF, LAPSE OF RESTRICTIONS ON, OR
TERMINATION OF, AWARDS OR PROVIDING FOR A PERIOD OF TIME FOR EXERCISE PRIOR TO
THE OCCURRENCE OF SUCH EVENT; AND
(III)
CANCELING ANY ONE OR MORE OUTSTANDING AWARDS
AND CAUSING TO BE PAID TO THE HOLDERS THEREOF, IN CASH, COMMON SHARES, OTHER
SECURITIES OR OTHER PROPERTY, OR ANY COMBINATION THEREOF, THE VALUE OF SUCH
AWARDS, IF ANY, AS DETERMINED BY THE COMMITTEE (WHICH IF APPLICABLE MAY BE BASED
UPON THE PRICE PER COMMON SHARE RECEIVED OR TO BE RECEIVED BY OTHER SHAREHOLDERS
OF THE COMPANY IN SUCH EVENT), INCLUDING WITHOUT LIMITATION, IN THE CASE OF AN
OUTSTANDING OPTION OR SAR, A CASH PAYMENT IN AN AMOUNT EQUAL TO THE EXCESS, IF
ANY, OF THE FAIR MARKET VALUE (AS OF A DATE SPECIFIED BY THE COMMITTEE) OF THE
COMMON SHARES SUBJECT TO SUCH OPTION OR SAR OVER THE AGGREGATE EXERCISE PRICE OR
STRIKE PRICE OF SUCH OPTION OR SAR, RESPECTIVELY (IT BEING UNDERSTOOD THAT, IN
SUCH EVENT, ANY OPTION OR SAR HAVING A PER SHARE EXERCISE PRICE OR STRIKE PRICE
EQUAL TO, OR IN EXCESS OF, THE FAIR MARKET VALUE OF A COMMON SHARE SUBJECT
THERETO MAY BE CANCELED AND TERMINATED WITHOUT ANY PAYMENT OR CONSIDERATION
THEREFOR);
provided, however, that in the case of any "equity restructuring" (within the
meaning of the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123 (revised 2004)), the Committee shall make an
equitable or proportionate adjustment to outstanding Awards to reflect such
equity restructuring.
Any adjustment in Incentive Stock Options under this
Section 12 (other than any cancellation of Incentive Stock Options) shall be
made only to the extent not constituting a "modification" within the meaning of
Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall
be made in a manner that does not adversely affect the exemption provided
pursuant to Rule 16b-3 under the Exchange Act.
The Company shall give each
Participant notice of an adjustment hereunder and, upon notice, such adjustment
shall be conclusive and binding for all purposes.
17
13.
EFFECT OF CHANGE IN CONTROL.
EXCEPT TO THE
EXTENT OTHERWISE PROVIDED IN AN AWARD AGREEMENT, IN THE EVENT OF A CHANGE IN
CONTROL, NOTWITHSTANDING ANY PROVISION OF THE PLAN TO THE CONTRARY, THE
COMMITTEE MAY PROVIDE THAT, WITH RESPECT TO ALL OR ANY PORTION OF A PARTICULAR
OUTSTANDING AWARD OR AWARDS:
(A)
THE THEN OUTSTANDING OPTIONS AND SARS SHALL
BECOME IMMEDIATELY EXERCISABLE AS OF A TIME PRIOR TO THE CHANGE IN CONTROL;
(B)
THE RESTRICTED PERIOD SHALL EXPIRE AS OF A
TIME PRIOR TO THE CHANGE IN CONTROL (INCLUDING WITHOUT LIMITATION A WAIVER OF
ANY APPLICABLE PERFORMANCE GOALS);
(C)
PERFORMANCE PERIODS IN EFFECT ON THE DATE
THE CHANGE