THEREOF A CASH
PAYMENT FOR EACH SHARE OF COMMON STOCK SURRENDERED PURSUANT TO SUCH
REORGANIZATION EVENT (THE "ACQUISITION PRICE"), THEN THE BOARD MAY PROVIDE THAT
ALL OUTSTANDING OPTIONS SHALL TERMINATE UPON CONSUMMATION OF SUCH REORGANIZATION
EVENT AND THAT EACH PARTICIPANT SHALL RECEIVE, IN EXCHANGE THEREFOR, A CASH
PAYMENT EQUAL TO THE AMOUNT (IF ANY) BY WHICH (A) THE ACQUISITION PRICE
MULTIPLIED BY THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO SUCH OUTSTANDING
OPTIONS (TO THE EXTENT THEN EXERCISABLE), EXCEEDS (B) THE AGGREGATE EXERCISE
PRICE OF SUCH OPTIONS.
(3)
CONSEQUENCES OF A REORGANIZATION EVENT ON RESTRICTED STOCK
AWARDS.
UPON THE OCCURRENCE OF A REORGANIZATION EVENT, EXCEPT TO THE EXTENT
SPECIFICALLY PROVIDED FOR IN ANY AGREEMENT EVIDENCING A RESTRICTED STOCK AWARD
HEREUNDER, THE REPURCHASE AND OTHER RIGHTS OF THE COMPANY UNDER EACH OUTSTANDING
RESTRICTED STOCK AWARD SHALL INURE TO THE BENEFIT OF THE COMPANY'S SUCCESSOR AND
SHALL APPLY TO THE CASH, SECURITIES OR OTHER PROPERTY WHICH THE COMMON STOCK WAS
CONVERTED INTO OR EXCHANGED
5
FOR PURSUANT TO SUCH REORGANIZATION EVENT IN THE SAME MANNER AND TO THE SAME
EXTENT AS THEY APPLIED TO THE COMMON STOCK SUBJECT TO SUCH RESTRICTED STOCK
AWARD.
(4)
CONSEQUENCES OF A REORGANIZATION EVENT ON OTHER AWARDS.
THE
BOARD SHALL SPECIFY THE EFFECT OF A REORGANIZATION EVENT ON ANY OTHER AWARD
GRANTED UNDER THE PLAN AT THE TIME OF THE GRANT OF SUCH AWARD.
9.
REPRICING OF OPTIONS.
THE BOARD SHALL HAVE THE AUTHORITY,
AT ANY TIME AND FROM TIME TO TIME, WITH THE CONSENT OF THE AFFECTED OPTION
HOLDERS, TO AMEND ANY OR ALL OUTSTANDING OPTIONS GRANTED UNDER THE PLAN TO
PROVIDE AN OPTION EXERCISE PRICE PER SHARE WHICH MAY BE LOWER OR HIGHER THAN THE
ORIGINAL OPTION EXERCISE PRICE, AND/OR CANCEL ANY SUCH OPTIONS AND GRANT IN
SUBSTITUTION THEREFOR NEW OPTIONS COVERING THE SAME OR DIFFERENT NUMBERS OF
SHARES OF COMMON STOCK HAVING AN OPTION EXERCISE PRICE PER SHARE WHICH MAY BE
LOWER OR HIGHER THAN THE EXERCISE PRICE OF THE CANCELED OPTIONS.
10.
GENERAL PROVISIONS APPLICABLE TO AWARDS
(A)
TRANSFERABILITY OF AWARDS.
EXCEPT AS THE BOARD MAY OTHERWISE
DETERMINE OR PROVIDE IN AN AWARD, AWARDS SHALL NOT BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED OR OTHERWISE ENCUMBERED BY THE PERSON TO WHOM THEY ARE
GRANTED, EITHER VOLUNTARILY OR BY OPERATION OF LAW, EXCEPT BY WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION, AND, DURING THE LIFE OF THE PARTICIPANT, SHALL BE
EXERCISABLE ONLY BY THE PARTICIPANT.
REFERENCES TO A PARTICIPANT, TO THE EXTENT
RELEVANT IN THE CONTEXT, SHALL INCLUDE REFERENCES TO AUTHORIZED TRANSFEREES.
(B)
DOCUMENTATION.
EACH AWARD SHALL BE EVIDENCED IN SUCH FORM
(WRITTEN, ELECTRONIC OR OTHERWISE) AS THE BOARD SHALL DETERMINE.
EACH AWARD MAY
CONTAIN TERMS AND CONDITIONS IN ADDITION TO THOSE SET FORTH IN THE PLAN.
(C)
BOARD DISCRETION.
EXCEPT AS OTHERWISE PROVIDED BY THE PLAN,
EACH AWARD MAY BE MADE ALONE OR IN ADDITION OR IN RELATION TO ANY OTHER AWARD.
THE TERMS OF EACH AWARD NEED NOT BE IDENTICAL, AND THE BOARD NEED NOT TREAT
PARTICIPANTS UNIFORMLY.
(D)
TERMINATION OF