ARE REGULARLY AVAILABLE); PROVIDED,
HOWEVER, IF PRICE QUOTATIONS FOR THE SHARES ARE NOT REGULARLY AVAILABLE ON ANY
EXCHANGE OR NATIONAL MARKET SYSTEM, FAIR MARKET VALUE PER SHARE SHALL MEAN, AS
OF ANY DATE, THE FAIR MARKET VALUE OF SUCH SHARES ON SUCH DATE AS DETERMINED IN
GOOD FAITH BY THE BOARD OR COMMITTEE.
(N)
"GOOD REASON" MEANS THE OCCURRENCE OF ANY OF
THE FOLLOWING ACTIONS OR FAILURES TO ACT, BUT IN EACH CASE ONLY IF IT IS NOT
CONSENTED TO BY THE OPTIONEE IN WRITING: (A) A MATERIAL ADVERSE CHANGE IN THE
OPTIONEE'S DUTIES, REPORTING RESPONSIBILITIES, TITLES OR ELECTED OR APPOINTED
OFFICES AS IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE;
(B) A MATERIAL REDUCTION BY THE COMPANY IN THE OPTIONEE'S BASE SALARY OR ANNUAL
BONUS OPPORTUNITY IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH
REDUCTION, NOT INCLUDING ANY REDUCTION RESULTING FROM CHANGES IN THE MARKET
VALUE OF SECURITIES OR OTHER INSTRUMENTS PAID OR PAYABLE TO THE OPTIONEE;
(C) SOLELY IN THE CASE OF THE CEO, ANY CHANGE OF MORE THAN FIFTY (50) MILES IN
THE LOCATION OF THE PRINCIPAL PLACE OF EMPLOYMENT OF THE CEO IMMEDIATELY PRIOR
TO THE EFFECTIVE DATE OF SUCH CHANGE.
FOR PURPOSES OF THIS DEFINITION, NONE OF
THE ACTIONS DESCRIBED IN CLAUSES (A) AND (B) ABOVE SHALL CONSTITUTE "GOOD
REASON" WITH RESPECT TO THE OPTIONEE IF IT WAS AN ISOLATED AND INADVERTENT
ACTION NOT TAKEN IN BAD FAITH BY THE COMPANY AND IF IT IS REMEDIED BY THE
COMPANY WITHIN THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY
THE OPTIONEE (OR, IF THE MATTER IS NOT CAPABLE OF REMEDY WITHIN THIRTY (30)
DAYS, THEN WITHIN A REASONABLE PERIOD OF TIME FOLLOWING SUCH THIRTY (30) DAY
PERIOD, PROVIDED THAT THE COMPANY HAS COMMENCED SUCH REMEDY WITHIN SAID THIRTY
(30) DAY PERIOD); PROVIDED THAT "GOOD REASON" SHALL CEASE TO EXIST FOR ANY
ACTION DESCRIBED IN CLAUSES (A) AND (B) ABOVE ON THE SIXTIETH (60TH) FOLLOWING
THE LATER OF THE OCCURRENCE OF SUCH ACTION OR THE OPTIONEE'S KNOWLEDGE THEREOF,
UNLESS THE OPTIONEE HAS GIVEN THE COMPANY WRITTEN NOTICE THEREOF PRIOR TO SUCH
DATE.
(O)
"NEW COMMON STOCK" HAS THE MEANING SET FORTH
IN THE PLAN OF REORGANIZATION.
(P)
"NON-EMPLOYEE DIRECTOR" MEANS A DIRECTOR WHO
IS A "NON-EMPLOYEE DIRECTOR" WITHIN THE MEANING OF RULE 16B-3 AND WHO IS ALSO AN
"OUTSIDE DIRECTOR" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
2
(Q)
"OPTION" MEANS ANY STOCK OPTION ISSUED
PURSUANT TO THE PLAN.
OPTIONS WILL BE "NONQUALIFIED OPTIONS" WHICH ARE DEFINED
AS OPTIONS NOT INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE.
(R)
"OPTION AGREEMENT" MEANS THE WRITTEN
AGREEMENT BY AND BETWEEN THE PARTICIPANT AND THE COMPANY SETTING FORTH THE TERMS
AND CONDITIONS OF AN OPTION.
EACH OPTION AGREEMENT SHALL BE SUBJECT TO THE
TERMS AND CONDITIONS OF THE PLAN AND NEED NOT BE IDENTICAL.
(S)
"OPTIONEE" MEANS THE HOLDER OF AN
OUTSTANDING OPTION GRANTED UNDER THE PLAN.
(T)
"PARTICIPANT" MEANS THE CEO, EXECUTIVE,
NON-EMPLOYEE DIRECTOR OR