LAPSE, AND SUCH RESTRICTED STOCK OUTSTANDING AS OF SUCH
TERMINATION OF EMPLOYMENT WHICH WERE OUTSTANDING AS OF THE DATE OF SUCH CHANGE
IN CONTROL SHALL BECOME FREE OF ALL RESTRICTIONS AND BECOME FULLY VESTED AND
TRANSFERABLE; AND
(III)
ALL RESTRICTED STOCK UNITS OUTSTANDING AS OF SUCH TERMINATION OF
EMPLOYMENT WHICH WERE OUTSTANDING AS OF THE DATE OF SUCH CHANGE IN CONTROL SHALL
BE CONSIDERED TO BE EARNED AND PAYABLE IN FULL, AND ANY RESTRICTIONS SHALL LAPSE
AND SUCH RESTRICTED STOCK UNITS SHALL BE SETTLED AS PROMPTLY AS IS PRACTICABLE
IN (SUBJECT TO SECTION 3(D)) THE FORM SET FORTH IN THE APPLICABLE AWARD
AGREEMENT, PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY RESTRICTED STOCK UNIT
THAT CONSTITUTES "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF
SECTION 409A OF THE CODE, THE SETTLEMENT OF SUCH RESTRICTED STOCK UNITS PURSUANT
TO THIS SECTION 10(A)(III) SHALL ONLY OCCUR UPON
THE CHANGE IN CONTROL IF SUCH
CHANGE IN CONTROL CONSTITUTES A "CHANGE IN THE OWNERSHIP OF THE CORPORATION," A
"CHANGE IN EFFECTIVE CONTROL OF THE CORPORATION" OR A "CHANGE IN THE OWNERSHIP
OF A SUBSTANTIAL PORTION OF THE ASSETS OF THE CORPORATION," WITHIN THE MEANING
OF SECTION 409A(A)(2)(V) OF THE CODE.
(B)
IMPACT OF EVENT ON AWARDS OTHER THAN ADJUSTED AWARDS.
SUBJECT TO
SECTIONS 3(D), 3(E), 10(E), 12(D) AND 14(K), UNLESS OTHERWISE PROVIDED IN ANY
APPLICABLE AWARD AGREEMENT AND EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (A) OF
THIS SECTION 10, IN CONNECTION WITH A CHANGE OF CONTROL, THE COMMITTEE MAY MAKE
SUCH ADJUSTMENTS AND/OR SETTLEMENTS OF
17
OUTSTANDING AWARDS AS IT DEEMS APPROPRIATE AND CONSISTENT WITH THE PLAN'S
PURPOSES, INCLUDING, WITHOUT LIMITATION, THE ACCELERATION OF VESTING OF AWARDS
EITHER UPON A CHANGE OF CONTROL OR UPON VARIOUS TERMINATIONS OF EMPLOYMENT
FOLLOWING A CHANGE OF CONTROL.
THE COMMITTEE MAY PROVIDE FOR SUCH ADJUSTMENTS
AS A TERM OF THE AWARD OR MAY MAKE SUCH ADJUSTMENTS FOLLOWING THE GRANTING OF
THE AWARD.
(C)
DEFINITION OF CHANGE IN CONTROL.
FOR PURPOSES OF THE PLAN, UNLESS
OTHERWISE PROVIDED IN AN OPTION AGREEMENT OR OTHER AGREEMENT RELATING TO AN
AWARD, A "CHANGE IN CONTROL" SHALL MEAN THE HAPPENING OF ANY OF THE FOLLOWING
EVENTS:
(I)
THE ACQUISITION BY ANY INDIVIDUAL, ENTITY OR GROUP (A "PERSON"),
OTHER THAN THE COMPANY, OF BENEFICIAL OWNERSHIP OF EQUITY SECURITIES OF THE
COMPANY REPRESENTING MORE THAN 50% OF THE VOTING POWER OF THE THEN OUTSTANDING
EQUITY SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS (THE "OUTSTANDING COMPANY VOTING SECURITIES"); PROVIDED, HOWEVER, THAT
ANY ACQUISITION THAT WOULD CONSTITUTE A CHANGE IN CONTROL UNDER THIS SUBSECTION
(I) THAT IS ALSO A BUSINESS COMBINATION SHALL BE DETERMINED EXCLUSIVELY UNDER
SUBSECTION (III) BELOW; OR
(II)
INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE, CONSTITUTE THE BOARD
(THE "INCUMBENT DIRECTORS") CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A
MAJORITY OF THE BOARD; PROVIDED, HOWEVER, THAT ANY INDIVIDUAL BECOMING A
DIRECTOR SUBSEQUENT TO THE EFFECTIVE DATE, WHOSE ELECTION, OR NOMINATION FOR
ELECTION BY THE COMPANY'S STOCKHOLDERS, WAS APPROVED BY A VOTE OF AT LEAST A
MAJORITY OF THE