THE BENEFITS OR
POTENTIAL BENEFITS INTENDED TO BE MADE AVAILABLE UNDER THE PLAN.
(E)
DISSOLUTION OR LIQUIDATION. IN THE EVENT OF
THE PROPOSED DISSOLUTION OR LIQUIDATION OF THE COMPANY, THE ADMINISTRATOR SHALL
NOTIFY EACH OPTIONEE OR SAR HOLDER AS SOON AS PRACTICABLE PRIOR TO THE EFFECTIVE
DATE OF SUCH PROPOSED TRANSACTION. THE ADMINISTRATOR IN ITS DISCRETION
MAY PROVIDE FOR AN OPTIONEE OR SAR HOLDER TO HAVE THE RIGHT TO EXERCISE HIS OR
HER OPTION OR SAR UNTIL TEN (10) DAYS PRIOR TO SUCH TRANSACTION AS TO ALL OF THE
SHARES COVERED THEREBY, INCLUDING SHARES AS TO WHICH THE OPTION OR SAR WOULD NOT
OTHERWISE BE EXERCISABLE. IN ADDITION, THE ADMINISTRATOR MAY PROVIDE BY PLAN
RULE THAT ANY COMPANY REPURCHASE OPTION APPLICABLE TO ANY SHARES PURCHASED UPON
EXERCISE OF AN OPTION OR SAR SHALL LAPSE AS TO ALL SUCH SHARES, PROVIDED THE
PROPOSED DISSOLUTION OR LIQUIDATION TAKES PLACE AT THE TIME AND IN THE MANNER
CONTEMPLATED. TO THE
11
EXTENT IT HAS NOT BEEN PREVIOUSLY EXERCISED, EACH OPTION AND EACH SAR WILL
TERMINATE IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH PROPOSED ACTION.
(F)
OTHER AGREEMENTS. AS A CONDITION
PRECEDENT TO THE GRANT OF ANY AWARD UNDER THE PLAN, THE EXERCISE PURSUANT TO
SUCH AN AWARD, OR TO THE DELIVERY OF CERTIFICATES FOR SHARES ISSUED PURSUANT TO
ANY AWARD, THE ADMINISTRATOR MAY REQUIRE THE GRANTEE OR THE GRANTEE'S SUCCESSOR
OR PERMITTED TRANSFEREE, AS THE CASE MAY BE, TO BECOME A PARTY TO A STOCK
RESTRICTION AGREEMENT, SHAREHOLDERS' AGREEMENT OR OTHER AGREEMENTS REGARDING THE
COMMON STOCK OF THE COMPANY IN SUCH FORM(S) AS THE ADMINISTRATOR MAY DETERMINE
FROM TIME TO TIME.
12.
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 PLAN AMENDMENT TO THE EXTENT NECESSARY AND
DESIRABLE TO COMPLY WITH RULE 16B-3 OR WITH SECTION 422 OF THE CODE (OR ANY
SUCCESSOR RULE OR STATUTE OR OTHER APPLICABLE LAW, RULE OR REGULATION, INCLUDING
THE REQUIREMENTS OF ANY EXCHANGE OR QUOTATION SYSTEM ON WHICH THE COMMON STOCK
IS LISTED OR QUOTED). SUCH SHAREHOLDER APPROVAL, IF REQUIRED, SHALL BE OBTAINED
IN SUCH A MANNER AND TO SUCH A DEGREE AS IS REQUIRED BY THE APPLICABLE LAW,
RULE OR REGULATION.
(C)
REPRICING OF OPTIONS. NOTWITHSTANDING ANY
PROVISION IN THE PLAN TO THE CONTRARY, THE BOARD MAY NOT, WITHOUT OBTAINING
PRIOR APPROVAL BY THE COMPANY'S SHAREHOLDERS, REDUCE THE OPTION PRICE OF ANY
OUTSTANDING OPTION AT ANY TIME DURING THE TERM OF SUCH OPTION (OTHER THAN BY
ADJUSTMENT PURSUANT TO SECTION 11). THIS SECTION 12(C) MAY NOT BE REPEALED,
MODIFIED OR AMENDED WITHOUT THE PRIOR APPROVAL OF THE COMPANY'S SHAREHOLDERS.
SUCH SHAREHOLDER APPROVAL, IF REQUIRED, SHALL BE OBTAINED IN SUCH A MANNER AND
TO SUCH A DEGREE AS IS REQUIRED BY THE APPLICABLE LAW, RULE OR REGULATION.
(D)
EFFECT OF AMENDMENT OR TERMINATION. EXCEPT
AS PROVIDED IN SECTION 11, NO AMENDMENT, ALTERATION, SUSPENSION OR TERMINATION
OF THE PLAN SHALL IMPAIR