APPROPRIATE FORM OF
AWARD AGREEMENT APPROVED BY THE BOARD AND AS AMENDED FROM TIME TO TIME. ANY
AWARD AGREEMENT MAY CONSIST OF AN APPROPRIATE FORM OF NOTICE OF GRANT AND A
FORM OF AGREEMENT INCORPORATED THEREIN BY REFERENCE, OR SUCH OTHER FORM OR
FORMS, INCLUDING ELECTRONIC MEDIA, AS THE BOARD MAY APPROVE FROM TIME TO TIME.
11.2
AUTHORITY TO VARY TERMS. THE BOARD SHALL HAVE THE
AUTHORITY FROM TIME TO TIME TO VARY THE TERMS OF ANY STANDARD FORM OF AWARD
AGREEMENT EITHER IN CONNECTION WITH THE GRANT OR AMENDMENT OF AN INDIVIDUAL
AWARD OR IN CONNECTION WITH THE AUTHORIZATION OF A NEW STANDARD FORM OR FORMS;
PROVIDED, HOWEVER, THAT THE TERMS AND CONDITIONS OF ANY SUCH NEW, REVISED OR
AMENDED STANDARD FORM OR FORMS OF AWARD AGREEMENT ARE NOT INCONSISTENT WITH THE
TERMS OF THE PLAN.
12.
CHANGE IN CONTROL.
12.1
EFFECT OF CHANGE IN CONTROL ON OPTIONS AND SARS.
(A)
ACCELERATED VESTING. NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN TO THE CONTRARY, IN THE EVENT OF A CHANGE IN
CONTROL, EACH OPTION HELD BY A PARTICIPANT WHOSE SERVICE HAS NOT TERMINATED
PRIOR TO THE DATE OF SUCH CHANGE IN CONTROL SHALL BECOME IMMEDIATELY EXERCISABLE
AND VESTED IN FULL AS OF SUCH DATE, SUBJECT TO THE CONSUMMATION OF THE CHANGE IN
CONTROL.
14
(B)
ASSUMPTION OR SUBSTITUTION. IN THE EVENT OF
A CHANGE IN CONTROL, THE SURVIVING, CONTINUING, SUCCESSOR, OR PURCHASING ENTITY
OR PARENT THEREOF, AS THE CASE MAY BE (THE "ACQUIROR"), MAY, WITHOUT THE CONSENT
OF ANY PARTICIPANT, EITHER ASSUME OR CONTINUE THE COMPANY'S RIGHTS AND
OBLIGATIONS UNDER OUTSTANDING OPTIONS AND SARS OR SUBSTITUTE FOR OUTSTANDING
OPTIONS AND SARS SUBSTANTIALLY EQUIVALENT OPTIONS AND STOCK APPRECIATION RIGHTS
(AS THE CASE MAY BE) FOR THE ACQUIROR'S STOCK. ANY OPTIONS OR SARS WHICH ARE
NEITHER ASSUMED OR CONTINUED BY THE ACQUIROR IN CONNECTION WITH THE CHANGE IN
CONTROL NOR EXERCISED AS OF THE TIME OF CONSUMMATION OF THE CHANGE IN CONTROL
SHALL TERMINATE AND CEASE TO BE OUTSTANDING EFFECTIVE AS OF THE TIME OF
CONSUMMATION OF THE CHANGE IN CONTROL.
(C)
CASH-OUT. THE BOARD MAY, IN ITS SOLE
DISCRETION AND WITHOUT THE CONSENT OF ANY PARTICIPANT, DETERMINE THAT, UPON THE
OCCURRENCE OF A CHANGE IN CONTROL, EACH OR ANY OPTION OR SAR OUTSTANDING
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL SHALL BE CANCELED IN EXCHANGE FOR A
PAYMENT WITH RESPECT TO EACH VESTED SHARE (AND EACH UNVESTED SHARE, IF SO
DETERMINED BY THE BOARD) OF STOCK SUBJECT TO SUCH CANCELED OPTION OR SAR IN
(I) CASH, (II) STOCK OF THE COMPANY OR OF A CORPORATION OR OTHER BUSINESS ENTITY
A PARTY TO THE CHANGE IN CONTROL, OR (III) OTHER PROPERTY WHICH, IN ANY SUCH
CASE, SHALL BE IN AN AMOUNT HAVING A FAIR MARKET VALUE EQUAL TO THE EXCESS OF
THE FAIR MARKET VALUE OF THE CONSIDERATION TO BE PAID PER SHARE OF STOCK IN THE
CHANGE IN CONTROL OVER THE EXERCISE PRICE PER SHARE UNDER SUCH OPTION OR SAR
(THE "SPREAD"). IN THE EVENT SUCH DETERMINATION IS MADE BY