AGREEMENT.
(II)
WHERE THE AWARD AGREEMENT PERMITS A
GRANTEE TO EXERCISE AN AWARD FOLLOWING THE TERMINATION OF THE GRANTEE'S
CONTINUOUS ACTIVE SERVICE FOR A SPECIFIED PERIOD, THE AWARD SHALL TERMINATE TO
THE EXTENT NOT EXERCISED ON THE LAST DAY OF THE SPECIFIED PERIOD OR THE LAST DAY
OF THE ORIGINAL TERM OF THE AWARD, WHICHEVER OCCURS FIRST.
(III)
ANY AWARD DESIGNATED AS AN INCENTIVE STOCK
OPTION TO THE EXTENT NOT EXERCISED WITHIN THE TIME PERMITTED BY LAW FOR THE
EXERCISE OF INCENTIVE STOCK OPTIONS FOLLOWING THE TERMINATION OF A GRANTEE'S
CONTINUOUS ACTIVE SERVICE SHALL CONVERT AUTOMATICALLY TO A NONSTATUTORY STOCK
OPTION AND THEREAFTER SHALL BE EXERCISABLE AS SUCH TO THE EXTENT EXERCISABLE BY
ITS TERMS FOR THE PERIOD SPECIFIED IN THE AWARD AGREEMENT.
9.
CONDITIONS UPON ISSUANCE OF SHARES.
(A)
SHARES SHALL NOT BE ISSUED PURSUANT TO THE
EXERCISE OF AN AWARD UNLESS THE EXERCISE OF SUCH AWARD AND THE ISSUANCE AND
DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL COMPLY WITH ALL APPLICABLE LAWS,
AND SHALL BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY WITH
RESPECT TO SUCH COMPLIANCE.
(B)
AS A CONDITION TO THE EXERCISE OF AN AWARD,
THE COMPANY MAY REQUIRE THE PERSON EXERCISING SUCH AWARD TO REPRESENT AND
WARRANT AT THE TIME OF ANY SUCH EXERCISE THAT THE SHARES ARE BEING PURCHASED
ONLY FOR INVESTMENT AND WITHOUT ANY PRESENT INTENTION TO SELL OR DISTRIBUTE SUCH
SHARES IF, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH A REPRESENTATION IS
REQUIRED BY ANY APPLICABLE LAWS.
10.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
IF ANY CHANGE IS MADE IN THE COMMON STOCK SUBJECT TO THE PLAN, OR SUBJECT TO ANY
AWARD (THROUGH MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION, STOCK
DIVIDEND, DIVIDEND IN PROPERTY OTHER THAN CASH, STOCK SPLIT, LIQUIDATING
DIVIDEND, COMBINATION OF SHARES, EXCHANGE OF SHARES, CHANGE IN CORPORATE
STRUCTURE OR OTHERWISE), THE PLAN WILL BE APPROPRIATELY ADJUSTED IN THE
CLASS(ES) AND MAXIMUM NUMBER OF SHARES SUBJECT TO THE PLAN PURSUANT TO
SECTION 3(A), AND THE MAXIMUM NUMBER OF SHARES SUBJECT TO AWARD TO ANY PERSON
DURING ANY CALENDAR YEAR PURSUANT TO SECTION 6(G), AND THE OUTSTANDING AWARDS
(OTHER THAN AN AWARD OF RESTRICTED STOCK THAT IS OUTSTANDING AT THE TIME OF THE
EVENT DESCRIBED IN THIS PARAGRAPH) WILL BE APPROPRIATELY ADJUSTED IN THE
CLASSES(ES) AND THE NUMBER OF SHARES AND PRICE PER SHARE SUBJECT TO SUCH
OUTSTANDING AWARDS, INCLUDING ANY PRICE REQUIRED TO BE PAID FOR RESTRICTED STOCK
NOT YET OUTSTANDING AT THE TIME OF THE EVENT DESCRIBED IN THIS PARAGRAPH
11.
CHANGE IN CONTROL.
(A)
EFFECT OF CHANGE IN CONTROL ON AWARDS.
IN
THE EVENT OF A CHANGE IN CONTROL, THEN, AT THE SOLE DISCRETION OF THE BOARD AND
TO THE EXTENT PERMITTED BY APPLICABLE LAW:
(I) ANY SURVIVING CORPORATION SHALL
ASSUME ANY AWARDS OUTSTANDING UNDER THE PLAN OR SHALL SUBSTITUTE SIMILAR AWARDS
FOR THOSE OUTSTANDING UNDER THE PLAN, (II) THE TIME DURING WHICH SUCH AWARDS MAY
BE EXERCISED SHALL BE ACCELERATED AND THE AWARDS TERMINATED IF NOT EXERCISED
PRIOR TO THE CHANGE IN CONTROL, OR