ABOVE; OR (IV) ANY CORPORATION IN A CHAIN OF
CORPORATIONS IN WHICH EACH SUCH CORPORATION IS A MAJORITY SHAREHOLDER OF ANOTHER
CORPORATION IN THE CHAIN, ENDING IN A CORPORATION DESCRIBED IN (I) OR
(II) ABOVE, AS ELECTED BY THE EMPLOYER IN THE ADOPTION AGREEMENT.
A "MAJORITY
SHAREHOLDER" FOR THESE PURPOSES IS A SHAREHOLDER OWNING MORE THAN 50% OF THE
TOTAL FAIR MARKET VALUE AND TOTAL VOTING POWER OF SUCH CORPORATION.
ATTRIBUTION
RULES DESCRIBED IN SECTION 318(A) OF THE CODE APPLY TO DETERMINE STOCK
OWNERSHIP.
STOCK UNDERLYING AN OPTION (WHETHER VESTED OR UNVESTED) IS
CONSIDERED OWNED BY THE INDIVIDUAL WHO HOLDS THE VESTED (OR UNVESTED) OPTION.
NOTWITHSTANDING THE FOREGOING, IF A VESTED OPTION IS EXERCISABLE FOR STOCK THAT
IS NOT SUBSTANTIALLY VESTED (AS DEFINED IN SECTION 1.83-3(B) AND (J) OF THE
CODE), THE STOCK UNDERLYING THE OPTION IS NOT TREATED AS OWNED BY THE INDIVIDUAL
WHO HOLDS THE OPTION.
IF PLAN PAYMENTS ARE MADE ON ACCOUNT OF A CHANGE IN
CONTROL AND ARE CALCULATED BY REFERENCE TO THE VALUE OF THE EMPLOYER'S STOCK,
SUCH PAYMENTS SHALL BE COMPLETED NOT LATER THAN 5 YEARS AFTER THE CHANGE IN
CONTROL EVENT.
TO THE EXTENT DESIGNATED BY THE EMPLOYER IN THE ADOPTION
AGREEMENT, THE CHANGE IN CONTROL SHALL OCCUR UPON THE DATE THAT: (V) A PERSON OR
"GROUP" (AS DEFINED IN TREASURY REGULATION SECTIONS 1.409A-3(I)(5)(V)(B) AND
(VI)(D)) ACQUIRES MORE THAN 50% OF THE TOTAL FAIR MARKET VALUE OR VOTING POWER
OF STOCK OF THE CORPORATION DESIGNATED IN (I) THROUGH (IV) ABOVE; (VI) A PERSON
OR GROUP ACQUIRES OWNERSHIP ("EFFECTIVE CONTROL") OF STOCK OF THE CORPORATION
WITH AT LEAST 30% OF THE TOTAL VOTING POWER OF THE CORPORATION DESIGNATED IN
(I) THROUGH (IV) ABOVE AND AS FURTHER LIMITED BY TREASURY REGULATION
SECTION 1.409A-3(I)(5)(VI)); (VII) A MAJORITY OF THE BOARD OF DIRECTORS OF THE
CORPORATION DESIGNATED IN (I) THROUGH (IV) ABOVE IS REPLACED DURING ANY 12-MONTH
PERIOD BY DIRECTORS WHOSE APPOINTMENT OR ELECTION IS NOT ENDORSED BY A MAJORITY
OF THE BOARD AS CONSTITUTED PRIOR TO THE APPOINTMENT OR ELECTION; OR (VIII) A
PERSON OR GROUP ACQUIRES
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ASSETS FROM THE CORPORATION DESIGNATED IN (I) THROUGH (IV) ABOVE HAVING A TOTAL
FAIR MARKET VALUE OF AT LEAST 40% OF THE VALUE OF ALL ASSETS OF THE CORPORATION
IMMEDIATELY PRIOR TO SUCH ACQUISITION; AS DESIGNATED BY THE EMPLOYER IN THE
ADOPTION AGREEMENT.
FOR PURPOSES OF (VI) ABOVE, IF ANY ONE PERSON, OR MORE THAN
ONE PERSON ACTING AS A GROUP, IS CONSIDERED TO OWN MORE THAN 50 PERCENT OF THE
TOTAL FAIR MARKET VALUE OR TOTAL VOTING POWER OF THE STOCK OF A CORPORATION, THE
ACQUISITION OF ADDITIONAL STOCK BY THE SAME PERSON OR PERSONS IS NOT CONSIDERED
TO CAUSE A CHANGE IN THE OWNERSHIP OF THE CORPORATION (OR TO CAUSE A CHANGE IN
THE EFFECTIVE CONTROL OF THE CORPORATION UNDER (VI) ABOVE).
AN INCREASE IN THE
PERCENTAGE OF STOCK OWNED BY ANY ONE PERSON, OR PERSONS ACTING AS A GROUP, AS A
RESULT OF A TRANSACTION IN WHICH THE CORPORATION ACQUIRES ITS STOCK IN EXCHANGE