IF ANY.
19.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION, LIQUIDATION, MERGER OR CHANGE OF CONTROL.
(A)
CHANGES IN CAPITALIZATION. SUBJECT TO ANY
REQUIRED ACTION BY THE SHAREHOLDERS OF THE COMPANY, THE MAXIMUM NUMBER OF SHARES
OF THE COMPANY'S COMMON STOCK WHICH SHALL BE MADE AVAILABLE FOR SALE UNDER THE
PLAN, THE MAXIMUM NUMBER OF SHARES EACH PARTICIPANT MAY PURCHASE EACH PURCHASE
PERIOD (PURSUANT TO SECTION 7), AS WELL AS THE PRICE PER SHARE AND THE NUMBER OF
SHARES OF COMMON STOCK COVERED BY EACH OPTION UNDER THE PLAN WHICH HAS NOT YET
BEEN EXERCISED SHALL BE PROPORTIONATELY ADJUSTED FOR ANY INCREASE OR DECREASE IN
THE NUMBER OF ISSUED SHARES OF COMMON STOCK RESULTING FROM A STOCK SPLIT,
REVERSE STOCK SPLIT, STOCK DIVIDEND, COMBINATION OR RECLASSIFICATION OF THE
COMMON STOCK, OR ANY OTHER CHANGE IN THE NUMBER OF SHARES OF COMMON STOCK
EFFECTED WITHOUT RECEIPT OF CONSIDERATION BY THE COMPANY; PROVIDED, HOWEVER,
THAT CONVERSION OF ANY CONVERTIBLE SECURITIES OF THE COMPANY SHALL NOT BE DEEMED
TO HAVE BEEN "EFFECTED WITHOUT
8
RECEIPT OF CONSIDERATION."
SUCH ADJUSTMENT SHALL BE MADE BY THE ADMINISTRATOR,
WHOSE DETERMINATION IN THAT RESPECT SHALL BE FINAL, BINDING AND CONCLUSIVE.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO ISSUANCE BY THE COMPANY OF SHARES OF
STOCK OF ANY CLASS, OR SECURITIES CONVERTIBLE INTO SHARES OF STOCK OF ANY CLASS,
SHALL AFFECT, AND NO ADJUSTMENT BY REASON THEREOF SHALL BE MADE WITH RESPECT TO,
THE NUMBER OR PRICE OF SHARES OF COMMON STOCK SUBJECT TO AN OPTION.
(B)
CHANGE IN CONTROL. IN THE EVENT OF A CHANGE
OF CONTROL, EACH OUTSTANDING OPTION SHALL BE ASSUMED OR AN EQUIVALENT OPTION
SUBSTITUTED BY THE SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF THE
SUCCESSOR CORPORATION. IN THE EVENT THAT THE SUCCESSOR CORPORATION REFUSES TO
ASSUME OR SUBSTITUTE FOR THE OPTION, ANY PURCHASE PERIODS THEN IN PROGRESS SHALL
BE SHORTENED BY SETTING A NEW EXERCISE DATE AND ANY OFFERING PERIODS THEN IN
PROGRESS SHALL END ON THE NEW EXERCISE DATE. THE NEW EXERCISE DATE SHALL BE
BEFORE THE DATE OF THE COMPANY'S PROPOSED CHANGE OF CONTROL. THE ADMINISTRATOR
SHALL NOTIFY EACH PARTICIPANT IN WRITING, AT LEAST 10 BUSINESS DAYS PRIOR TO THE
NEW EXERCISE DATE, THAT THE EXERCISE DATE FOR THE PARTICIPANT'S OPTION HAS BEEN
CHANGED TO THE NEW EXERCISE DATE AND THAT THE PARTICIPANT'S OPTION SHALL BE
EXERCISED AUTOMATICALLY ON THE NEW EXERCISE DATE, UNLESS PRIOR TO SUCH DATE THE
PARTICIPANT HAS WITHDRAWN FROM THE OFFERING PERIOD AS PROVIDED IN SECTION 10
HEREOF.
20.
AMENDMENT OR TERMINATION.
(A)
THE ADMINISTRATOR MAY AT ANY TIME AND FOR
ANY REASON TERMINATE OR AMEND THE PLAN. EXCEPT AS OTHERWISE PROVIDED IN THE
PLAN, NO SUCH TERMINATION CAN AFFECT OPTIONS PREVIOUSLY GRANTED, PROVIDED THAT
AN OFFERING PERIOD MAY BE TERMINATED BY THE ADMINISTRATOR ON ANY EXERCISE DATE
IF THE ADMINISTRATOR DETERMINES THAT THE TERMINATION OF THE OFFERING PERIOD OR
THE PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. EXCEPT AS
PROVIDED IN SECTION 19 AND THIS SECTION 20 HEREOF, NO AMENDMENT MAY