THE OPTIONS SHALL BE PROPORTIONATELY ADJUSTED TO
REFLECT ANY STOCK DIVIDEND, STOCK SPLIT OR SHARE COMBINATION OF THE COMMON STOCK
OR ANY RECAPITALIZATION OF THE COMPANY.
SUBJECT TO ANY REQUIRED ACTION BY THE
SHAREHOLDERS OF THE COMPANY AND SECTION 7 OF THE PLAN, IN ANY MERGER,
CONSOLIDATION, REORGANIZATION, EXCHANGE OF SHARES, LIQUIDATION OR DISSOLUTION,
THE OPTIONS SHALL PERTAIN TO THE SECURITIES AND OTHER PROPERTY, IF ANY, THAT A
HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK COVERED BY THE OPTIONS WOULD HAVE
BEEN ENTITLED TO RECEIVE IN CONNECTION WITH SUCH EVENT.
11.
CERTAIN RESTRICTIONS ON REPURCHASES.
(A)
FINANCING AGREEMENTS, ETC.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY SHALL NOT BE OBLIGATED OR
PERMITTED TO PAY THE PURCHASE PRICE FOR ANY REMAINING OPTIONS OR VESTED OPTIONS,
AS THE CASE MAY BE, THAT THE
10
COMPANY MAY ELECT TO PURCHASE FROM THE GRANTEE PURSUANT TO SECTION 5 IF (I) THE
PAYMENT OF SUCH PURCHASE PRICE WOULD RESULT IN A VIOLATION OF THE TERMS OR
PROVISIONS OF, OR A DEFAULT OR AN EVENT OF DEFAULT UNDER, ANY FINANCING OR
SECURITY AGREEMENT OR DOCUMENT ENTERED INTO BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES PRIOR TO THE DATE HEREOF, ANY REFUNDING THEREOF, OR IN CONNECTION
WITH THE OPERATIONS OF THE COMPANY OR THE SUBSIDIARIES FROM TIME TO TIME (SUCH
AGREEMENTS AND DOCUMENTS, AS EACH MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM
TIME TO TIME, ARE REFERRED TO HEREIN AS THE "FINANCING AGREEMENTS"), IN EACH
CASE AS THE SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME,
(II) THE PAYMENT OF SUCH PURCHASE PRICE WOULD VIOLATE ANY OF THE TERMS OR
PROVISIONS OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY OR (III) THE
COMPANY HAS NO FUNDS LEGALLY AVAILABLE THEREFOR UNDER THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE.
(B)
DELAY OF REPURCHASE.
IN THE EVENT THAT THE
PAYMENT OF THE PURCHASE PRICE FOR ANY REMAINING OPTIONS OR VESTED OPTIONS, AS
THE CASE MAY BE, BY THE COMPANY OTHERWISE PERMITTED UNDER SECTION 5 IS PREVENTED
SOLELY BY THE TERMS OF SECTION 11(A), (I) THE PAYMENT OF SUCH PURCHASE PRICE
WILL BE POSTPONED AND WILL BE MADE WITHOUT THE APPLICATION OF FURTHER CONDITIONS
OR IMPEDIMENTS (OTHER THAN AS SET FORTH IN SECTION 5 HEREOF OR IN THIS
SECTION 11) AT THE FIRST OPPORTUNITY THEREAFTER WHEN THE COMPANY HAS FUNDS
LEGALLY AVAILABLE THEREFOR AND WHEN THE PAYMENT OF SUCH PURCHASE PRICE WILL NOT
RESULT IN ANY DEFAULT, EVENT OF DEFAULT OR VIOLATION UNDER ANY OF THE FINANCING
AGREEMENTS OR IN A VIOLATION OF ANY TERM OR PROVISION OF THE CERTIFICATE OF
INCORPORATION OF THE COMPANY AND (II) THE GRANTEE'S RIGHT TO RECEIVE PAYMENT OF
SUCH PURCHASE PRICE SHALL RANK AGAINST OTHER SIMILAR RIGHTS WITH RESPECT TO
SHARES OF COMMON STOCK OR OPTIONS IN RESPECT THEREOF ACCORDING TO PRIORITY IN
TIME OF THE EFFECTIVE DATE OF THE EVENT GIVING RISE TO ANY SUCH RIGHT, PROVIDED
THAT ANY SUCH RIGHT AS TO WHICH A COMMON DATE DETERMINES PRIORITY SHALL BE OF
EQUAL