OTHER CHANGE IN, PAYMENT TERMS IF SUCH CHANGE WOULD BE
INCONSISTENT WITH THE APPLICABLE REQUIREMENTS OF SECTION 409A.
(3)
ACCELERATION OF CERTAIN STOCK OPTIONS.
IF THE CHANGE IN CONTROL (WHETHER
OR NOT THERE IS AN ACQUIRING OR SURVIVING ENTITY) IS ONE IN WHICH THERE IS NO
ASSUMPTION, SUBSTITUTION OR CASH-OUT, EACH STOCK OPTION WILL BECOME FULLY
EXERCISABLE AND SUCH SHARES WILL BE DELIVERED, PRIOR TO THE CHANGE IN CONTROL,
IN EACH CASE ON A BASIS THAT GIVES THE HOLDER OF THE STOCK OPTION A REASONABLE
OPPORTUNITY, AS DETERMINED BY THE ADMINISTRATOR, FOLLOWING EXERCISE OF THE STOCK
OPTION OR THE DELIVERY OF THE SHARES, AS THE CASE MAY BE, TO PARTICIPATE AS A
STOCKHOLDER IN THE CHANGE IN CONTROL; PROVIDED, THAT TO THE EXTENT ACCELERATION
PURSUANT TO THIS SECTION 7(A)(3) OF A STOCK OPTION SUBJECT TO SECTION 409A WOULD
CAUSE THE STOCK OPTION TO FAIL TO SATISFY THE REQUIREMENTS OF SECTION 409A, THE
STOCK OPTION SHALL NOT BE ACCELERATED AND THE ADMINISTRATOR IN LIEU THEREOF
SHALL TAKE SUCH STEPS AS ARE NECESSARY TO ENSURE THAT PAYMENT OF THE STOCK
OPTION IS MADE IN A MEDIUM OTHER THAN STOCK AND ON TERMS THAT AS NEARLY AS
POSSIBLE, BUT TAKING INTO ACCOUNT ADJUSTMENTS REQUIRED OR PERMITTED BY THIS
SECTION 7, REPLICATE THE PRIOR TERMS OF THE STOCK OPTION.
(4)
TERMINATION OF STOCK OPTIONS UPON CONSUMMATION OF CHANGE IN CONTROL.
EACH
STOCK OPTION WILL TERMINATE UPON CONSUMMATION OF THE CHANGE IN CONTROL, OTHER
THAN THE FOLLOWING:
(I) STOCK OPTIONS ASSUMED PURSUANT TO
SECTION 7(A)(1) ABOVE; AND (II) STOCK OPTIONS CONVERTED PURSUANT TO THE PROVISO
IN SECTION 7(A)(3) ABOVE INTO AN ONGOING RIGHT TO RECEIVE PAYMENT OTHER THAN
STOCK.
(B)
CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO STOCK
(1)
BASIC ADJUSTMENT PROVISIONS.
IN THE EVENT OF A STOCK DIVIDEND, STOCK SPLIT
OR COMBINATION OF SHARES (INCLUDING A REVERSE STOCK SPLIT), RECAPITALIZATION OR
OTHER CHANGE IN THE COMPANY'S CAPITAL STRUCTURE, THE ADMINISTRATOR SHALL MAKE
APPROPRIATE ADJUSTMENTS TO THE MAXIMUM NUMBER OF SHARES SPECIFIED IN
SECTION 4(A) THAT MAY BE DELIVERED UNDER THE PLAN AND WILL ALSO MAKE APPROPRIATE
ADJUSTMENTS TO THE NUMBER AND KIND OF SHARES OF STOCK OR SECURITIES SUBJECT TO
STOCK OPTIONS THEN OUTSTANDING OR SUBSEQUENTLY GRANTED, ANY EXERCISE PRICES
RELATING TO STOCK OPTIONS AND ANY OTHER PROVISION OF STOCK OPTION AWARDS
AFFECTED BY SUCH CHANGE.
(2)
CERTAIN OTHER ADJUSTMENTS.
THE ADMINISTRATOR MAY ALSO MAKE ADJUSTMENTS OF
THE TYPE DESCRIBED IN SECTION 7(B)(1) ABOVE TO TAKE INTO ACCOUNT DISTRIBUTIONS
TO STOCKHOLDERS OTHER THAN THOSE PROVIDED FOR IN SECTION 7(A) AND 7(B)(1), OR
ANY OTHER EVENT, IF THE ADMINISTRATOR DETERMINES THAT ADJUSTMENTS ARE
APPROPRIATE TO AVOID DISTORTION IN THE OPERATION OF THE PLAN AND TO PRESERVE THE
VALUE OF STOCK OPTIONS MADE HEREUNDER, HAVING DUE REGARD FOR THE QUALIFICATION
OF ISOS UNDER SECTION 422 AND THE REQUIREMENTS OF SECTION 409A, WHERE
APPLICABLE.
(3)
CONTINUING APPLICATION OF PLAN TERMS.
REFERENCES IN THE PLAN TO SHARES OF
STOCK WILL BE CONSTRUED TO INCLUDE ANY STOCK OR SECURITIES RESULTING FROM AN
ADJUSTMENT PURSUANT TO THIS SECTION 7.
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