DATE, WITHOUT REGARD TO EXECUTIVE'S CONTINUED EMPLOYMENT WITH THE
COMPANY PURSUANT TO THIS AGREEMENT AND WITHOUT REGARD TO THE TERMS OF ANY OPTION
AGREEMENT OR OPTION CERTIFICATE APPLICABLE TO THE NEW OPTIONS.
(V)
THE PERFORMANCE SHARES THAT VEST IN
ACCORDANCE WITH SECTION 10(B)(III) WILL BE SETTLED ON THE EFFECTIVE DATE OF THE
CHANGE OF CONTROL; PROVIDED, HOWEVER, THAT IF THE CHANGE OF CONTROL DOES NOT
ALSO CONSTITUTE A CHANGE OF CONTROL FOR PURPOSES OF SECTION 409A (AS DEFINED IN
SECTION 19(C)), SETTLEMENT SHALL OCCUR ON THE APPLICABLE PERFORMANCE VESTING
DATES.
(C)
WITH RESPECT TO EACH OUTSTANDING OPTION (AS
DEFINED BELOW) AS OF THE DATE OF THE CHANGE OF CONTROL, IN THE EVENT THAT THE
CLOSING SHARE VALUE (AS DEFINED BELOW) IS GREATER THAN THE EXERCISE PRICE OF ANY
SUCH OUTSTANDING OPTION, THEN THE EXECUTIVE SHALL HAVE THE RIGHT, SEPARATELY
WITH RESPECT TO EACH OF THE OUTSTANDING OPTIONS, TO EITHER (A) RETAIN THE
OUTSTANDING OPTIONS, (B) EXERCISE THE OUTSTANDING OPTIONS, OR (C) FORFEIT THE
OUTSTANDING OPTIONS AND RECEIVE, IN EXCHANGE THEREFOR, A CASH PAYMENT EQUAL TO
THE NUMBER OF SHARES OF COMPANY COMMON STOCK UNDERLYING THE OUTSTANDING OPTIONS
MULTIPLIED BY THE AMOUNT THAT THE CLOSING SHARE VALUE EXCEEDS THE EXERCISE PRICE
OF THE OUTSTANDING OPTIONS. FOR PURPOSES OF THIS SECTION 10(C):
(I)
"CLOSING SHARE VALUE" SHALL MEAN THE
CLOSING PRICE OF THE SHARES OF THE COMPANY COMMON STOCK ON THE DATE OF THE
CHANGE OF CONTROL;
(II)
THE "CLOSING PRICE" OF A SHARE OF COMPANY
COMMON STOCK ON ANY DATE SHALL MEAN THE LAST SALE PRICE, REGULAR WAY, OR, IN
CASE NO SUCH SALE TAKES PLACE ON SUCH DATE, THE AVERAGE OF THE CLOSING BID AND
ASKED PRICES, REGULAR WAY, IN EITHER CASE AS REPORTED IN THE PRINCIPAL
CONSOLIDATED TRANSACTION REPORTING SYSTEM WITH RESPECT TO SECURITIES LISTED ON
THE PRINCIPAL NATIONAL SECURITIES EXCHANGE ON WHICH THE SUCH SHARES ARE LISTED
OR ADMITTED TO TRADING OR, IF SUCH SHARES ARE NOT LISTED OR ADMITTED TO TRADING
ON ANY NATIONAL SECURITIES EXCHANGE, THE LAST QUOTED PRICE, OR IF NOT SO QUOTED,
THE AVERAGE OF THE HIGHEST BID AND LOWEST ASK PRICES IN THE OVER-THE-COUNTER
MARKET, AS REPORTED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
AUTOMATED QUOTATION SYSTEM OR, IF SUCH SYSTEM IS NO LONGER USED, THE PRINCIPAL
OTHER AUTOMATED QUOTATION SYSTEM THAT MAY THEN BE IN USE OR, IF SUCH SHARES ARE
NOT QUOTED BY ANY SUCH ORGANIZATION, THE AVERAGE OF THE CLOSING BID AND ASKED
PRICES AS FURNISHED BY A PROFESSIONAL MARKET MAKER
19
MAKING MARKET IN THE SHARES AS SUCH PERSON IS SELECTED FROM TIME TO TIME BY THE
BOARD OR, IF THERE ARE NO PROFESSIONAL MARKET MAKERS MAKING A MARKET IN THE
SHARES, THEN THE VALUE AS DETERMINED IN GOOD FAITH JUDGMENT OF THE BOARD; AND
(III)
THE TERM "OUTSTANDING OPTIONS" WITH
REFERENCE TO A PARTICULAR DATE SHALL MEAN ALL VESTED OPTIONS TO PURCHASE COMPANY
COMMON STOCK HELD BY THE EXECUTIVE AS AT SUCH DATE, INCLUDING OPTIONS WHICH VEST
AND BECOME EXERCISABLE PURSUANT TO SECTION 10(B).
(D)
TERMINATION