UNLESS REEMPLOYMENT UPON EXPIRATION OF SUCH LEAVE IS
GUARANTEED BY STATUTE OR CONTRACT. IF REEMPLOYMENT UPON EXPIRATION OF A LEAVE OF
ABSENCE APPROVED BY THE COMPANY IS NOT SO GUARANTEED, THEN THREE (3) MONTHS
FOLLOWING THE 91ST DAY OF SUCH LEAVE ANY INCENTIVE STOCK OPTION HELD BY THE
PARTICIPANT WILL CEASE TO BE TREATED AS AN INCENTIVE STOCK OPTION AND WILL BE
TREATED FOR TAX PURPOSES AS A NONSTATUTORY STOCK OPTION.
13.
TRANSFERABILITY OF AWARDS. UNLESS DETERMINED
OTHERWISE BY THE ADMINISTRATOR, AN AWARD MAY NOT BE SOLD, PLEDGED, ASSIGNED,
HYPOTHECATED, TRANSFERRED, OR DISPOSED OF IN ANY MANNER OTHER THAN BY WILL OR BY
THE LAWS OF DESCENT OR DISTRIBUTION AND MAY BE EXERCISED, DURING THE LIFETIME OF
THE PARTICIPANT, ONLY BY THE PARTICIPANT. IF THE ADMINISTRATOR MAKES AN AWARD
TRANSFERABLE, SUCH AWARD WILL CONTAIN SUCH ADDITIONAL TERMS AND CONDITIONS AS
THE ADMINISTRATOR DEEMS APPROPRIATE.
15
14.
ADJUSTMENTS; DISSOLUTION OR LIQUIDATION;
MERGER OR CHANGE IN CONTROL.
(A)
ADJUSTMENTS. IN THE EVENT THAT ANY DIVIDEND
OR OTHER DISTRIBUTION (WHETHER IN THE FORM OF CASH, SHARES, OTHER SECURITIES, OR
OTHER PROPERTY), RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK SPLIT,
REORGANIZATION, MERGER, CONSOLIDATION, SPLIT-UP, SPIN-OFF, COMBINATION,
REPURCHASE, OR EXCHANGE OF SHARES OR OTHER SECURITIES OF THE COMPANY, OR OTHER
CHANGE IN THE CORPORATE STRUCTURE OF THE COMPANY AFFECTING THE SHARES OCCURS,
THE ADMINISTRATOR, IN ORDER TO PREVENT DIMINUTION OR ENLARGEMENT OF THE BENEFITS
OR POTENTIAL BENEFITS INTENDED TO BE MADE AVAILABLE UNDER THE PLAN, MAY (IN ITS
SOLE DISCRETION) ADJUST THE NUMBER AND CLASS OF SHARES THAT MAY BE DELIVERED
UNDER THE PLAN AND/OR THE NUMBER, CLASS, AND PRICE OF SHARES COVERED BY EACH
OUTSTANDING AWARD, AND THE NUMERICAL SHARE LIMITS SET FORTH IN SECTIONS 3, 6, 7,
8, 9 AND 10.
(B)
DISSOLUTION OR LIQUIDATION. IN THE EVENT OF
THE PROPOSED DISSOLUTION OR LIQUIDATION OF THE COMPANY, THE ADMINISTRATOR WILL
NOTIFY EACH PARTICIPANT AS SOON AS PRACTICABLE PRIOR TO THE EFFECTIVE DATE OF
SUCH PROPOSED TRANSACTION. TO THE EXTENT IT HAS NOT BEEN PREVIOUSLY EXERCISED,
AN AWARD WILL TERMINATE IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH PROPOSED
ACTION.
(C)
CHANGE IN CONTROL. IN THE EVENT OF A CHANGE
IN CONTROL, EACH OUTSTANDING AWARD WILL BE ASSUMED OR AN EQUIVALENT OPTION OR
RIGHT SUBSTITUTED BY THE SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF THE
SUCCESSOR CORPORATION (THE "SUCCESSOR CORPORATION"). IN THE EVENT THAT THE
SUCCESSOR CORPORATION REFUSES TO ASSUME OR SUBSTITUTE FOR THE AWARD, THE
PARTICIPANT WILL FULLY VEST IN AND HAVE THE RIGHT TO EXERCISE ALL OF HIS OR HER
OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS, INCLUDING SHARES AS TO WHICH
SUCH AWARDS WOULD NOT OTHERWISE BE VESTED OR EXERCISABLE, ALL RESTRICTIONS ON
RESTRICTED STOCK WILL LAPSE, AND, WITH RESPECT TO RESTRICTED STOCK UNITS,
PERFORMANCE SHARES AND PERFORMANCE UNITS, ALL PERFORMANCE GOALS OR OTHER VESTING
CRITERIA WILL BE DEEMED ACHIEVED AT TARGET LEVELS AND ALL OTHER TERMS AND
CONDITIONS MET. IN ADDITION, IF AN OPTION OR STOCK APPRECIATION RIGHT BECOMES
FULLY VESTED AND EXERCISABLE IN LIEU OF ASSUMPTION OR SUBSTITUTION IN THE EVENT