OR EVENT
DESCRIBED IN SECTION 11.1(A) HEREOF OR ANY UNUSUAL OR NONRECURRING TRANSACTIONS
OR EVENTS AFFECTING THE COMPANY, ANY AFFILIATE OF THE COMPANY, OR THE FINANCIAL
STATEMENTS OF THE COMPANY OR ANY AFFILIATE, OR OF CHANGES IN APPLICABLE LAWS,
REGULATIONS OR ACCOUNTING PRINCIPLES, THE COMMITTEE, IN ITS SOLE AND ABSOLUTE
DISCRETION, AND ON SUCH TERMS AND CONDITIONS AS IT DEEMS APPROPRIATE, EITHER BY
THE TERMS OF THE AWARD OR BY ACTION TAKEN PRIOR TO THE OCCURRENCE OF SUCH
TRANSACTION OR EVENT AND EITHER AUTOMATICALLY OR UPON THE PARTICIPANT'S REQUEST,
IS HEREBY AUTHORIZED TO TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS WHENEVER
THE COMMITTEE DETERMINES THAT SUCH ACTION IS APPROPRIATE IN ORDER TO PREVENT
DILUTION OR ENLARGEMENT OF THE BENEFITS OR POTENTIAL BENEFITS INTENDED TO BE
MADE AVAILABLE UNDER THE PLAN OR WITH RESPECT TO ANY AWARD UNDER THE PLAN, TO
FACILITATE SUCH TRANSACTIONS OR EVENTS OR TO GIVE EFFECT TO SUCH CHANGES IN
LAWS, REGULATIONS OR PRINCIPLES:
(I)
TO PROVIDE FOR EITHER (A) TERMINATION OF
ANY SUCH AWARD IN EXCHANGE FOR AN AMOUNT OF CASH, IF ANY, EQUAL TO THE AMOUNT
THAT WOULD HAVE BEEN ATTAINED UPON THE EXERCISE OF SUCH AWARD OR REALIZATION OF
THE PARTICIPANT'S RIGHTS (AND, FOR THE AVOIDANCE OF DOUBT, IF AS OF THE DATE OF
THE OCCURRENCE OF THE TRANSACTION OR EVENT DESCRIBED IN THIS SECTION 11.1 THE
COMMITTEE DETERMINES IN GOOD FAITH THAT NO AMOUNT WOULD HAVE BEEN ATTAINED UPON
THE EXERCISE OF SUCH AWARD OR REALIZATION OF THE PARTICIPANT'S RIGHTS, THEN SUCH
AWARD MAY BE TERMINATED BY THE COMPANY WITHOUT PAYMENT) OR (B) THE REPLACEMENT
OF SUCH AWARD WITH OTHER RIGHTS OR PROPERTY SELECTED BY THE COMMITTEE IN ITS
SOLE DISCRETION;
(II)
TO PROVIDE THAT SUCH AWARD BE ASSUMED BY
THE SUCCESSOR OR SURVIVOR CORPORATION, OR A PARENT OR SUBSIDIARY THEREOF, OR
SHALL BE SUBSTITUTED FOR BY SIMILAR OPTIONS, RIGHTS OR AWARDS COVERING THE STOCK
OF THE SUCCESSOR OR SURVIVOR CORPORATION, OR A PARENT
17
OR SUBSIDIARY THEREOF, WITH APPROPRIATE ADJUSTMENTS AS TO THE NUMBER AND KIND OF
SHARES AND PRICES;
(III)
TO MAKE ADJUSTMENTS IN THE NUMBER AND TYPE
OF SHARES (OR OTHER SECURITIES OR PROPERTY) SUBJECT TO OUTSTANDING AWARDS, AND
IN THE NUMBER AND KIND OF OUTSTANDING RESTRICTED STOCK AND/OR IN THE TERMS AND
CONDITIONS OF (INCLUDING THE GRANT OR EXERCISE PRICE), AND THE CRITERIA INCLUDED
IN, OUTSTANDING OPTIONS, RIGHTS AND AWARDS;
(IV)
TO PROVIDE THAT SUCH AWARD SHALL BE
EXERCISABLE OR PAYABLE OR FULLY VESTED WITH RESPECT TO ALL SHARES COVERED
THEREBY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN OR THE APPLICABLE
AWARD AGREEMENT; AND
(V)
TO PROVIDE THAT THE AWARD CANNOT VEST, BE
EXERCISED OR BECOME PAYABLE AFTER SUCH EVENT.
(C)
IN CONNECTION WITH THE OCCURRENCE OF ANY
EQUITY RESTRUCTURING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTIONS
11.1(A) AND 11.1(B) HEREOF:
(I)
THE NUMBER AND TYPE OF SECURITIES
SUBJECT TO EACH OUTSTANDING AWARD AND THE EXERCISE PRICE OR GRANT PRICE THEREOF,
IF APPLICABLE, SHALL BE EQUITABLY ADJUSTED.
THE ADJUSTMENTS PROVIDED UNDER THIS
SECTION 11.1(C)(I)