SHARES OF STOCK OWNED BY THE PARTICIPANT, THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE PLAN SHALL BE REDUCED BY THE GROSS NUMBER OF SHARES FOR WHICH
THE OPTION IS EXERCISED.
4.2
ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
IN THE EVENT OF ANY
CHANGE IN THE STOCK THROUGH MERGER, CONSOLIDATION, REORGANIZATION,
REINCORPORATION, RECAPITALIZATION, RECLASSIFICATION, STOCK DIVIDEND, STOCK
SPLIT, REVERSE STOCK SPLIT, SPLIT-UP, SPLIT-OFF, SPIN-OFF, COMBINATION OF
SHARES, EXCHANGE OF SHARES OR SIMILAR CHANGE IN THE CAPITAL STRUCTURE OF THE
COMPANY, OR IN THE EVENT OF PAYMENT OF A DIVIDEND OR DISTRIBUTION TO THE
STOCKHOLDERS OF THE COMPANY IN A FORM OTHER THAN STOCK (EXCEPTING NORMAL CASH
DIVIDENDS) THAT HAS A MATERIAL EFFECT ON THE FAIR MARKET VALUE OF SHARES OF
STOCK, APPROPRIATE ADJUSTMENTS SHALL BE MADE IN THE NUMBER AND CLASS OF SHARES
SUBJECT TO THE PLAN, IN THE ISO SHARE LIMIT SET FORTH IN SECTION 5.3(B), THE
AWARD LIMITS SET FORTH IN SECTION 5.4 AND TO ANY OUTSTANDING AWARDS, AND IN THE
EXERCISE OR PURCHASE PRICE PER SHARE UNDER ANY OUTSTANDING AWARD.
NOTWITHSTANDING THE FOREGOING, ANY FRACTIONAL SHARE RESULTING FROM AN ADJUSTMENT
PURSUANT TO THIS SECTION 4.2 SHALL BE ROUNDED DOWN TO THE NEAREST WHOLE NUMBER,
AND IN NO EVENT MAY THE EXERCISE OR PURCHASE PRICE UNDER ANY AWARD BE DECREASED
TO AN AMOUNT LESS THAN THE PAR VALUE, IF ANY, OF THE STOCK SUBJECT TO SUCH
AWARD.
THE ADJUSTMENTS DETERMINED BY THE COMMITTEE PURSUANT TO THIS SECTION 4.2
SHALL BE FINAL, BINDING AND CONCLUSIVE.
5.
ELIGIBILITY AND AWARD LIMITATIONS.
5.1
PERSONS ELIGIBLE FOR AWARDS.
AWARDS MAY BE GRANTED ONLY TO
EMPLOYEES, DIRECTORS AND CONSULTANTS.
NO AWARD SHALL BE GRANTED PRIOR TO THE
DATE ON WHICH SUCH PERSON COMMENCES SERVICE.
5.2
PARTICIPATION.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.2 ABOVE,
AWARDS ARE GRANTED SOLELY AT THE DISCRETION OF THE COMMITTEE.
ELIGIBLE PERSONS
MAY BE GRANTED MORE THAN ONE (1) AWARD.
HOWEVER, ELIGIBILITY IN ACCORDANCE WITH
THIS SECTION SHALL NOT ENTITLE ANY PERSON TO BE GRANTED AN AWARD, OR, HAVING
BEEN GRANTED AN AWARD, TO BE GRANTED AN ADDITIONAL AWARD.
5.3
INCENTIVE STOCK OPTION LIMITATIONS.
(A)
PERSONS ELIGIBLE.
AN INCENTIVE STOCK OPTION MAY BE GRANTED ONLY
TO A PERSON WHO, ON THE EFFECTIVE DATE OF GRANT, IS AN EMPLOYEE OF THE COMPANY,
A PARENT CORPORATION OR A SUBSIDIARY CORPORATION (EACH BEING AN "ISO-QUALIFYING
CORPORATION").
ANY PERSON WHO IS NOT AN EMPLOYEE OF AN ISO-QUALIFYING
CORPORATION ON THE EFFECTIVE DATE OF THE GRANT OF AN OPTION TO SUCH PERSON, BUT
WHO IS OTHERWISE AN EMPLOYEE OR A DIRECTOR OF, OR
9
CONSULTANT TO, THE COMPANY OR ANY OF ITS AFFILIATES, MAY BE GRANTED ONLY A
NONSTATUTORY STOCK OPTION.
(B)
ISO SHARE LIMIT.
SUBJECT TO ADJUSTMENT AS PROVIDED IN
SECTION 4.2, IN NO EVENT SHALL MORE THAN 188,259,620 SHARES OF STOCK BE
AVAILABLE FOR ISSUANCE PURSUANT TO THE EXERCISE OF INCENTIVE STOCK OPTIONS
GRANTED UNDER THE PLAN OR THE PREDECESSOR PLANS (THE "ISO SHARE LIMIT").
(C)
FAIR MARKET VALUE LIMITATION.
TO THE EXTENT THAT OPTIONS
DESIGNATED AS INCENTIVE STOCK OPTIONS