OR SUBSTITUTED FOR
SHALL IMMEDIATELY VEST AND BECOME FULLY EXERCISABLE, (II) RESTRICTIONS AND
DEFERRAL LIMITATIONS ON RESTRICTED STOCK AND RESTRICTED STOCK UNITS THAT ARE NOT
ASSUMED OR SUBSTITUTED FOR SHALL LAPSE AND THE RESTRICTED STOCK AND RESTRICTED
STOCK UNITS SHALL BECOME FREE OF ALL RESTRICTIONS AND LIMITATIONS AND BECOME
FULLY VESTED, AND (III) THE RESTRICTIONS AND DEFERRAL LIMITATIONS AND OTHER
CONDITIONS APPLICABLE TO ANY OTHER SHARE-BASED AWARDS OR ANY OTHER AWARDS THAT
ARE NOT ASSUMED OR SUBSTITUTED FOR SHALL LAPSE, AND SUCH OTHER SHARE-BASED
AWARDS OR SUCH OTHER AWARDS SHALL BECOME FREE OF ALL RESTRICTIONS, LIMITATIONS
OR CONDITIONS AND BECOME FULLY VESTED AND TRANSFERABLE TO THE FULL EXTENT OF THE
ORIGINAL GRANT.
(C)
THE COMMITTEE, IN ITS DISCRETION, MAY
DETERMINE THAT, UPON THE OCCURRENCE OF A CHANGE IN CONTROL OF THE COMPANY, EACH
OPTION AND STOCK APPRECIATION RIGHT OUTSTANDING SHALL TERMINATE WITHIN A
SPECIFIED NUMBER OF DAYS AFTER NOTICE TO THE PARTICIPANT, AND/OR THAT EACH
PARTICIPANT SHALL RECEIVE, WITH RESPECT TO EACH SHARE SUBJECT TO SUCH OPTION OR
STOCK APPRECIATION RIGHT, AN AMOUNT EQUAL TO THE EXCESS OF THE FAIR MARKET VALUE
OF SUCH SHARE IMMEDIATELY PRIOR TO THE OCCURRENCE OF SUCH CHANGE IN CONTROL OVER
THE EXERCISE PRICE PER SHARE OF SUCH OPTION AND/OR STOCK APPRECIATION RIGHT;
SUCH AMOUNT TO BE PAYABLE IN CASH, IN ONE OR MORE KINDS OF STOCK OR PROPERTY
(INCLUDING THE STOCK OR PROPERTY, IF ANY, PAYABLE IN THE TRANSACTION) OR IN A
COMBINATION THEREOF, AS THE COMMITTEE, IN ITS DISCRETION, SHALL DETERMINE.
11.3.
CHANGE IN CONTROL.
FOR PURPOSES OF THE PLAN, UNLESS
OTHERWISE PROVIDED IN AN AWARD AGREEMENT, CHANGE IN CONTROL MEANS THE OCCURRENCE
OF ANY ONE OF THE FOLLOWING EVENTS:
(A)
DURING ANY TWENTY-FOUR (24) MONTH PERIOD,
INDIVIDUALS WHO, AS OF THE BEGINNING OF SUCH PERIOD, CONSTITUTE THE BOARD (THE
"INCUMBENT DIRECTORS") CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY OF
THE BOARD, PROVIDED THAT ANY PERSON BECOMING A DIRECTOR SUBSEQUENT TO THE
BEGINNING OF SUCH PERIOD WHOSE ELECTION OR NOMINATION FOR ELECTION WAS APPROVED
BY A VOTE OF AT LEAST A MAJORITY OF THE INCUMBENT DIRECTORS THEN ON THE BOARD
(EITHER BY A SPECIFIC VOTE OR BY APPROVAL OF THE PROXY STATEMENT OF THE COMPANY
IN WHICH SUCH PERSON IS NAMED AS A NOMINEE FOR DIRECTOR, WITHOUT WRITTEN
OBJECTION TO SUCH NOMINATION) SHALL BE AN INCUMBENT DIRECTOR; PROVIDED, HOWEVER,
THAT NO INDIVIDUAL INITIALLY ELECTED OR NOMINATED AS A DIRECTOR OF THE COMPANY
AS A RESULT OF AN ACTUAL OR THREATENED ELECTION CONTEST WITH RESPECT TO
DIRECTORS OR AS A RESULT OF ANY OTHER ACTUAL OR THREATENED SOLICITATION OF
PROXIES BY OR ON BEHALF OF ANY PERSON OTHER THAN THE BOARD SHALL BE DEEMED TO BE
AN INCUMBENT DIRECTOR;
(B)
ANY "PERSON" (AS SUCH TERM IS DEFINED IN THE
EXCHANGE ACT AND AS USED IN SECTIONS 13(D)(3) AND 14(D)(2) OF THE EXCHANGE ACT)
IS OR BECOMES A "BENEFICIAL OWNER" (AS DEFINED IN RULE 13D‐3 UNDER THE EXCHANGE
ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING 30% OR
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