OR STOCK PURCHASE RIGHT, AND THE AMOUNT AT WHICH SUCH OTHER
AWARDS SHALL BE CASHED OUT SHALL BE EQUAL TO THE CHANGE IN CONTROL PRICE (AS
DEFINED BELOW).
THE CASH-OUT PROCEEDS SHALL BE PAID TO THE PARTICIPANT OR, IN
THE EVENT OF DEATH OF A PARTICIPANT PRIOR TO PAYMENT, TO THE ESTATE OF THE
PARTICIPANT OR TO A PERSON WHO ACQUIRED THE RIGHT TO EXERCISE THE OPTION,
SAR
OR STOCK PURCHASE RIGHT, OR WHO ACQUIRED THE RIGHT TO RECEIVE THE PAYOUT OF THE
OTHER AWARD, BY BEQUEST OR INHERITANCE.
(E)
DEFINITION OF "CHANGE IN CONTROL".
FOR
PURPOSES OF THIS SECTION 17, A "CHANGE IN CONTROL" MEANS THE HAPPENING OF ANY OF
THE FOLLOWING:
(I)
WHEN ANY "PERSON", AS SUCH TERM IS USED
IN SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT (OTHER THAN THE COMPANY, A
SUBSIDIARY OR A COMPANY EMPLOYEE BENEFIT PLAN, INCLUDING ANY TRUSTEE OF SUCH
PLAN ACTING AS TRUSTEE) IS OR BECOMES THE "BENEFICIAL OWNER" (AS DEFINED IN
RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE
COMPANY REPRESENTING FIFTY PERCENT (50%) OR MORE OF THE COMBINED VOTING POWER OF
THE COMPANY'S THEN OUTSTANDING SECURITIES; OR
(II)
THE OCCURRENCE OF A TRANSACTION REQUIRING
SHAREHOLDER APPROVAL, AND INVOLVING THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE COMPANY OR THE MERGER OF THE COMPANY WITH OR INTO ANOTHER
CORPORATION (OTHER THAN THE COMPANY'S REINCORPORATION INTO ANOTHER
JURISDICTION).
(F)
CHANGE IN CONTROL PRICE.
FOR PURPOSES OF
THIS SECTION 17, "CHANGE IN CONTROL PRICE" SHALL BE, AS DETERMINED BY THE
ADMINISTRATOR, (I) THE HIGHEST FAIR MARKET VALUE AT ANY TIME WITHIN THE 60-DAY
PERIOD IMMEDIATELY PRECEDING THE DATE OF DETERMINATION OF THE CHANGE IN CONTROL
16
PRICE BY THE ADMINISTRATOR (THE "60-DAY PERIOD"), OR (II) THE HIGHEST PRICE PAID
OR OFFERED, AS DETERMINED BY THE ADMINISTRATOR, IN ANY BONA FIDE TRANSACTION OR
BONA FIDE OFFER RELATED TO THE CHANGE IN CONTROL OF THE COMPANY, AT ANY TIME
WITHIN THE 60-DAY PERIOD.
18.
DATE OF GRANT.
THE DATE OF GRANT OF AN
AWARD SHALL BE, FOR ALL PURPOSES, THE DATE ON WHICH THE ADMINISTRATOR MAKES THE
DETERMINATION GRANTING SUCH AWARD, OR SUCH OTHER LATER DATE AS IS DETERMINED BY
THE ADMINISTRATOR.
NOTICE OF THE DETERMINATION SHALL BE PROVIDED TO EACH
PARTICIPANT WITHIN A REASONABLE TIME AFTER THE DATE OF SUCH GRANT.
19.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION.
THE BOARD MAY
AT ANY TIME AMEND, ALTER, SUSPEND OR TERMINATE THE PLAN.
(B)
SHAREHOLDER APPROVAL.
THE COMPANY SHALL
OBTAIN SHAREHOLDER APPROVAL OF ANY MATERIAL PLAN AMENDMENTS. THE COMPANY SHALL
ALSO OBTAIN SHAREHOLDER APPROVAL OF ANY PLAN AMENDMENTS TO THE EXTENT NECESSARY
AND DESIRABLE TO COMPLY WITH APPLICABLE LAWS.
(C)
EFFECT OF AMENDMENT OR TERMINATION.
NO
AMENDMENT, ALTERATION, SUSPENSION OR TERMINATION OF THE PLAN SHALL IMPAIR THE
RIGHTS OF ANY PARTICIPANT, UNLESS MUTUALLY AGREED OTHERWISE BETWEEN THE
PARTICIPANT AND THE ADMINISTRATOR, WHICH AGREEMENT MUST BE IN WRITING AND SIGNED
BY THE PARTICIPANT AND THE COMPANY.
TERMINATION OF THE PLAN SHALL NOT