IN THE EVENT THERE SHALL BE ANY OTHER CHANGE IN THE NUMBER OR KIND OF THE
OUTSTANDING SHARES OF STOCK OF THE COMPANY SUBJECT TO THIS AGREEMENT, THEN IF
THE BOARD, IN ITS SOLE DISCRETION, DETERMINES THAT SUCH CHANGE EQUITABLY
REQUIRES AN ADJUSTMENT IN THIS AGREEMENT, SUCH ADJUSTMENTS SHALL BE MADE IN
ACCORDANCE WITH SUCH DETERMINATION, AND THE BOARD'S DETERMINATION OF THE NATURE
AND AMOUNT OF SUCH ADJUSTMENT, IF ANY, SHALL BE FINAL, BINDING AND CONCLUSIVE.
THE FOREGOING ADJUSTMENTS SHALL BE MADE IN A MANNER THAT WILL CAUSE THE
RELATIONSHIP
3
BETWEEN THE AGGREGATE APPRECIATION IN A SHARE OF CLASS A COMMON STOCK AND THE
INCREASE IN VALUE OF EACH UNIT GRANTED HEREUNDER TO REMAIN UNCHANGED AS A RESULT
OF THE APPLICABLE TRANSACTION.
7.
TERMINATION UPON MERGER.
IN THE EVENT THAT (A) THE COMPANY
MERGES WITH OR INTO ANY OTHER CORPORATION, CONSOLIDATES WITH ANY OTHER
CORPORATION, OR SELLS SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS TO ANOTHER
CORPORATION AND, IN ANY SUCH CASE, STOCKHOLDERS OF THE COMPANY IMMEDIATELY PRIOR
TO THE CONSUMMATION OF THE TRANSACTION OWN LESS THAN FIFTY PERCENT (50%) OF THE
OUTSTANDING VOTING SECURITIES OF THE SURVIVING OR ACQUIRING CORPORATION
IMMEDIATELY AFTER CONSUMMATION OF THE TRANSACTION, OR (B) THE CLASS A COMMON
STOCK (OR ANY OTHER CAPITAL STOCK INTO WHICH THE CLASS A COMMON STOCK IS
CHANGED) IS NO LONGER LISTED ON A NATIONAL SECURITIES EXCHANGE OR PUBLICLY
TRADED IN THE OVER-THE-COUNTER MARKET, THEN (I) THE UNIT HOLDER SHALL BE PAID
THE AMOUNT PROVIDED IN PARAGRAPH 2 ABOVE FOR ALL THEN FULLY VESTED UNEXERCISED
UNITS THEN HELD BY HIM IN THE MANNER PROVIDED IN SAID PARAGRAPH 2 AS IF SUCH
UNIT HOLDER HAD EXERCISED HIS RIGHT AND OPTION TO BE PAID FOR ALL OF SUCH THEN
FULLY VESTED UNITS IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF SUCH MERGER OR
CONSOLIDATION, CONSUMMATION OF SUCH SALE OR THE OCCURRENCE OF THE CLASS A COMMON
STOCK NO LONGER BEING LISTED ON A NATIONAL SECURITIES EXCHANGE OR PUBLICLY
TRADED IN THE OVER-THE-COUNTER MARKET AND (II) ALL OF THE UNITS SHALL
AUTOMATICALLY AND WITHOUT NOTICE TERMINATE AND BECOME NULL AND VOID UPON SUCH
EFFECTIVENESS, CONSUMMATION OR OCCURRENCE.
8.
RIGHTS UNFUNDED.
THE UNIT HOLDER UNDERSTANDS THAT THE RIGHTS
PROVIDED FOR HEREUNDER ARE UNFUNDED AND THE COMPANY HAS NOT MADE, AND HAS NO
OBLIGATION TO MAKE, ANY PROVISION WITH RESPECT TO SEGREGATING ASSETS OF THE
COMPANY FOR PAYMENT OF ANY BENEFITS HEREUNDER.
THE UNIT HOLDER FURTHER
UNDERSTANDS THAT HE HAS NO INTEREST IN ANY PARTICULAR ASSET OF THE COMPANY BY
REASON OF THIS AGREEMENT BUT ONLY THE RIGHTS OF A GENERAL UNSECURED CREDITOR
WITH RESPECT TO HIS RIGHTS UNDER THIS AGREEMENT.
9.
NO RIGHTS AS A STOCKHOLDER.
NEITHER THE UNIT HOLDER NOR ANY
OTHER PERSON LEGALLY ENTITLED TO EXERCISE ANY UNITS HEREUNDER SHALL HAVE ANY
RIGHTS OF A STOCKHOLDER BY VIRTUE OF THE GRANT, VESTING OR EXERCISE OF A UNIT.
10.
NOTICES.
WHENEVER UNDER THIS AGREEMENT NOTICE IS REQUIRED TO BE
GIVEN IN WRITING, IT SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON PERSONAL