OUTSTANDING UNDER THE PLAN.
IN THE EVENT ANY
SURVIVING CORPORATION OR ENTITY OR ACQUIRING CORPORATION OR ENTITY IN AN
ACQUISITION, OR AFFILIATE OF SUCH CORPORATION OR ENTITY, DOES NOT ASSUME SUCH
AWARDS OR DOES NOT SUBSTITUTE SIMILAR STOCK AWARDS FOR THOSE OUTSTANDING UNDER
THE PLAN, THEN WITH RESPECT TO (I) AWARDS HELD BY HOLDERS IN THE PLAN WHOSE
STATUS AS A SERVICE PROVIDER HAS NOT TERMINATED PRIOR TO SUCH EVENT, THE VESTING
OF SUCH AWARDS (AND, IF APPLICABLE, THE TIME DURING WHICH SUCH AWARDS MAY BE
EXERCISED) SHALL BE ACCELERATED AND MADE FULLY EXERCISABLE AND ALL RESTRICTIONS
THEREON SHALL LAPSE AT LEAST TEN (10)
17
DAYS PRIOR TO THE CLOSING OF THE ACQUISITION (AND THE AWARDS TERMINATED IF NOT
EXERCISED PRIOR TO THE CLOSING OF SUCH ACQUISITION), AND (II) ANY OTHER AWARDS
OUTSTANDING UNDER THE PLAN, SUCH RIGHTS SHALL BE TERMINATED IF NOT EXERCISED
PRIOR TO THE CLOSING OF THE ACQUISITION.
NOTWITHSTANDING THE ASSUMPTION OR
SUBSTITUTION OF OPTIONS GRANTED TO SERVICE PROVIDERS OTHER THAN INDEPENDENT
DIRECTORS PURSUANT TO THE FOREGOING PROVISIONS, ANY AWARD GRANTED TO INDEPENDENT
DIRECTORS PURSUANT TO THE INDEPENDENT DIRECTOR EQUITY COMPENSATION POLICY WHICH
IS OUTSTANDING IMMEDIATELY PRIOR TO THE CLOSING OF THE ACQUISITION SHALL NOT BE
ASSUMED OR SUBSTITUTED FOR, SHALL BE ACCELERATED AND MADE FULLY VESTED AND/OR
EXERCISABLE, AS APPLICABLE, AT LEAST TEN (10) DAYS PRIOR TO THE CLOSING OF THE
ACQUISITION AND SHALL TERMINATE IF NOT EXERCISED PRIOR TO THE CLOSING OF SUCH
ACQUISITION.
(F)
THE EXISTENCE OF THE PLAN OR ANY AWARD AGREEMENT AND THE AWARDS
GRANTED HEREUNDER SHALL NOT AFFECT OR RESTRICT IN ANY WAY THE RIGHT OR POWER OF
THE COMPANY OR THE STOCKHOLDERS OF THE COMPANY TO MAKE OR AUTHORIZE ANY
ADJUSTMENT, RECAPITALIZATION, REORGANIZATION OR OTHER CHANGE IN THE COMPANY'S
CAPITAL STRUCTURE OR ITS BUSINESS, ANY MERGER OR CONSOLIDATION OF THE COMPANY,
ANY ISSUE OF STOCK OR OF OPTIONS, WARRANTS OR RIGHTS TO PURCHASE STOCK OR OF
BONDS, DEBENTURES, PREFERRED OR PRIOR PREFERENCE STOCKS WHOSE RIGHTS ARE
SUPERIOR TO OR AFFECT THE COMMON STOCK OR THE RIGHTS THEREOF OR WHICH ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK, OR THE DISSOLUTION OR
LIQUIDATION OF THE COMPANY, OR ANY SALE OR TRANSFER OF ALL OR ANY PART OF ITS
ASSETS OR BUSINESS, OR ANY OTHER CORPORATE ACT OR PROCEEDING, WHETHER OF A
SIMILAR CHARACTER OR OTHERWISE.
18.
FULL VALUE AWARD VESTING LIMITATIONS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS PLAN TO THE CONTRARY, FULL VALUE AWARDS MADE TO EMPLOYEES OR
CONSULTANTS SHALL BECOME VESTED OVER A PERIOD OF NOT LESS THAN THREE YEARS (OR,
IN THE CASE OF VESTING BASED UPON THE ATTAINMENT OF PERFORMANCE-BASED
OBJECTIVES, OVER A PERIOD OF NOT LESS THAN ONE YEAR) FOLLOWING THE DATE THE
AWARD IS MADE, AND THE VESTING SCHEDULE FOR FULL VALUE AWARDS MAY ONLY BE
AMENDED IN THE EVENT OF A CHANGE IN CONTROL OR AN EMPLOYEE OR CONSULTANT'S
DEATH, DISABILITY OR RETIREMENT; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE
FOREGOING, FULL VALUE AWARDS THAT RESULT IN THE ISSUANCE OF AN AGGREGATE OF UP
TO 5%