THE OPTION
WILL TERMINATE UPON THE EXPIRATION OF SUCH PERIOD.
FOR THE PURPOSES OF THIS
PARAGRAPH, THE OPTION SHALL BE CONSIDERED ASSUMED IF, FOLLOWING THE MERGER OR
SALE OF ASSETS, THE OPTION OR RIGHT CONFERS THE RIGHT TO PURCHASE, FOR EACH
SHARE OF OPTIONED STOCK SUBJECT TO THE OPTION IMMEDIATELY PRIOR TO THE MERGER OR
SALE OF ASSETS, THE CONSIDERATION (WHETHER STOCK, CASH, OR OTHER SECURITIES OR
PROPERTY) RECEIVED IN THE MERGER OR SALE OF ASSETS BY HOLDERS OF COMMON STOCK
FOR EACH SHARE HELD ON THE EFFECTIVE DATE OF THE TRANSACTION (AND IF HOLDERS
WERE OFFERED A CHOICE OF CONSIDERATION, THE TYPE OF CONSIDERATION CHOSEN BY THE
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES); PROVIDED, HOWEVER, THAT IF
SUCH CONSIDERATION RECEIVED IN THE MERGER OR SALE OF ASSETS WAS
8
NOT SOLELY COMMON STOCK OF THE SUCCESSOR CORPORATION OR ITS PARENT, THE BOARD
MAY, WITH THE CONSENT OF THE SUCCESSOR CORPORATION AND THE PARTICIPANT, PROVIDE
FOR THE CONSIDERATION TO BE RECEIVED UPON THE EXERCISE OF THE OPTION, FOR EACH
SHARE OF OPTIONED STOCK SUBJECT TO THE OPTION, TO BE SOLELY COMMON STOCK OF THE
SUCCESSOR CORPORATION OR ITS PARENT EQUAL IN FAIR MARKET VALUE TO THE PER SHARE
CONSIDERATION RECEIVED BY HOLDERS OF COMMON STOCK IN THE MERGER OR SALE OF
ASSETS.
14.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION.
EXCEPT AS SET
FORTH IN SECTION 5, THE BOARD MAY AT ANY TIME AMEND, ALTER, SUSPEND, OR
DISCONTINUE THE PLAN, BUT NO AMENDMENT, ALTERATION, SUSPENSION, OR
DISCONTINUATION SHALL BE MADE WHICH WOULD IMPAIR THE RIGHTS OF ANY OPTIONEE
UNDER ANY GRANT THERETOFORE MADE, WITHOUT HIS OR HER CONSENT.
IN ADDITION, TO
THE EXTENT NECESSARY AND DESIRABLE TO COMPLY WITH RULE 16B-3 UNDER THE EXCHANGE
ACT (OR ANY OTHER APPLICABLE LAW OR REGULATION), THE COMPANY SHALL OBTAIN
STOCKHOLDER APPROVAL OF ANY PLAN AMENDMENT IN SUCH A MANNER AND TO SUCH A DEGREE
AS REQUIRED.
(B)
EFFECT OF AMENDMENT OR TERMINATION.
ANY
SUCH AMENDMENT OR TERMINATION OF THE PLAN SHALL NOT AFFECT OPTIONS ALREADY
GRANTED AND SUCH OPTIONS SHALL REMAIN IN FULL FORCE AND EFFECT AS IF THIS PLAN
HAD NOT BEEN AMENDED OR TERMINATED.
15.
TIME OF GRANTING OPTIONS.
THE DATE OF GRANT
OF AN OPTION SHALL, FOR ALL PURPOSES, BE THE DATE DETERMINED IN ACCORDANCE WITH
SECTIONS 6 AND 7 HEREOF.
NOTICE OF THE DETERMINATION SHALL BE GIVEN TO EACH
OUTSIDE DIRECTOR TO WHOM AN OPTION IS SO GRANTED WITHIN A REASONABLE TIME AFTER
THE DATE OF SUCH GRANT.
16.
CONDITIONS UPON ISSUANCE OF SHARES.
SHARES
SHALL NOT BE ISSUED PURSUANT TO THE EXERCISE OF AN OPTION UNLESS THE EXERCISE OF
SUCH OPTION AND THE ISSUANCE AND DELIVERY OF SUCH SHARES PURSUANT THERETO SHALL
COMPLY WITH ALL RELEVANT PROVISIONS OF LAW, INCLUDING, WITHOUT LIMITATION, THE
SECURITIES ACT OF 1933, AS AMENDED, THE EXCHANGE ACT, THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, STATE SECURITIES LAWS, AND THE REQUIREMENTS OF ANY STOCK
EXCHANGE UPON WHICH THE SHARES MAY THEN BE LISTED, AND SHALL BE FURTHER SUBJECT
TO