THE PER SHARE PRICE OFFERED TO STOCKHOLDERS OF THE COMPANY IN ANY SUCH
MERGER, CONSOLIDATION, OR OTHER BUSINESS COMBINATION, REORGANIZATION, SALE OF
ASSETS OR DISSOLUTION AND LIQUIDATION TRANSACTION, (II) THE PER SHARE PRICE
OFFERED TO STOCKHOLDERS OF THE COMPANY IN ANY TENDER OFFER OR EXCHANGE OFFER
WHEREBY A CORPORATE CHANGE TAKES PLACE, OR (III) IF SUCH CORPORATE CHANGE OCCURS
OTHER THAN PURSUANT TO A TENDER OR EXCHANGE OFFER, THE FAIR MARKET VALUE PER
SHARE OF THE SHARES INTO WHICH SUCH OPTIONS BEING SURRENDERED ARE EXERCISABLE,
AS DETERMINED BY THE COMMITTEE AS OF THE DATE DETERMINED BY THE COMMITTEE TO BE
THE DATE OF CANCELLATION AND SURRENDER OF SUCH OPTIONS.
IN THE EVENT THAT THE
CONSIDERATION OFFERED TO STOCKHOLDERS OF THE COMPANY IN ANY TRANSACTION
DESCRIBED IN THIS SUBPARAGRAPH (D) OR SUBPARAGRAPH (C) ABOVE CONSISTS OF
ANYTHING OTHER THAN CASH, THE COMMITTEE SHALL DETERMINE THE FAIR CASH EQUIVALENT
OF THE PORTION OF THE CONSIDERATION OFFERED WHICH IS OTHER THAN CASH.
(E)
OTHER CHANGES IN THE COMMON STOCK.
IN THE EVENT OF CHANGES
IN THE OUTSTANDING COMMON STOCK BY REASON OF RECAPITALIZATIONS, REORGANIZATIONS,
MERGERS, CONSOLIDATIONS, COMBINATIONS, SPLIT-UPS, SPLIT-OFFS, SPIN-OFFS,
EXCHANGES, OR OTHER RELEVANT CHANGES IN CAPITALIZATION OR DISTRIBUTIONS (OTHER
THAN ORDINARY DIVIDENDS) TO THE HOLDERS OF COMMON STOCK OCCURRING AFTER THE DATE
OF THE GRANT OF ANY AWARD AND NOT OTHERWISE PROVIDED FOR BY THIS PARAGRAPH X,
SUCH AWARD AND ANY AGREEMENT EVIDENCING SUCH AWARD SHALL BE SUBJECT TO
ADJUSTMENT BY THE COMMITTEE AT ITS SOLE DISCRETION AS TO THE NUMBER AND PRICE OF
SHARES OF COMMON STOCK OR OTHER CONSIDERATION SUBJECT TO SUCH AWARD IN AN
EQUITABLE AND APPROPRIATE MANNER SO AS TO PREVENT THE DILUTION OR ENLARGEMENT OF
THE BENEFITS OR POTENTIAL BENEFITS INTENDED TO BE MADE AVAILABLE UNDER SUCH
AWARD.
IN THE EVENT OF ANY SUCH CHANGE IN THE OUTSTANDING COMMON STOCK OR
DISTRIBUTION TO THE HOLDERS OF COMMON STOCK, OR UPON THE OCCURRENCE OF ANY OTHER
EVENT DESCRIBED IN THIS PARAGRAPH X, THE AGGREGATE MAXIMUM NUMBER OF SHARES
AVAILABLE
UNDER THE STOCK INCENTIVE PLAN, THE AGGREGATE MAXIMUM NUMBER OF SHARES THAT MAY
BE ISSUED UNDER THE STOCK INCENTIVE PLAN THROUGH INCENTIVE STOCK OPTIONS, AND
THE MAXIMUM NUMBER OF SHARES THAT MAY BE SUBJECT TO AWARDS GRANTED TO ANY ONE
INDIVIDUAL SHALL BE APPROPRIATELY ADJUSTED TO THE EXTENT, IF ANY, DETERMINED BY
THE COMMITTEE, WHOSE DETERMINATION SHALL BE CONCLUSIVE.
(F)
STOCKHOLDER ACTION.
ANY ADJUSTMENT PROVIDED FOR IN THE ABOVE
SUBPARAGRAPHS SHALL BE SUBJECT TO ANY STOCKHOLDER ACTION REQUIRED BY APPLICABLE
LAW OR REGULATION OR THE COMPANY'S CERTIFICATE OF INCORPORATION OR BYLAWS.
(G)
NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED.
EXCEPT AS
HEREINBEFORE EXPRESSLY PROVIDED, THE ISSUANCE BY THE COMPANY OF SHARES OF STOCK
OF ANY CLASS OR SECURITIES CONVERTIBLE INTO SHARES OF STOCK OF ANY CLASS, FOR
CASH, PROPERTY, LABOR OR SERVICES, UPON DIRECT SALE, UPON THE EXERCISE OF RIGHTS
OR WARRANTS TO SUBSCRIBE THEREFOR, OR UPON CONVERSION OF SHARES OR OBLIGATIONS
OF THE COMPANY CONVERTIBLE INTO SUCH SHARES OR OTHER SECURITIES, AND IN ANY CASE
WHETHER OR NOT FOR