BY THE BOARD FOR SUCH AWARD (EACH, A
"RESTRICTED STOCK AWARD").
(B)
TERMS AND CONDITIONS.
THE BOARD SHALL DETERMINE THE TERMS AND
CONDITIONS OF ANY SUCH RESTRICTED STOCK AWARD, INCLUDING THE CONDITIONS FOR
REPURCHASE (OR FORFEITURE) AND THE ISSUE PRICE, IF ANY.
(C)
STOCK CERTIFICATES.
ANY STOCK CERTIFICATES ISSUED IN RESPECT OF A
RESTRICTED STOCK AWARD SHALL BE REGISTERED IN THE NAME OF THE PARTICIPANT AND,
UNLESS OTHERWISE DETERMINED BY THE BOARD, DEPOSITED BY THE PARTICIPANT, TOGETHER
WITH A STOCK POWER ENDORSED IN BLANK, WITH THE COMPANY (OR ITS DESIGNEE).
AT
THE EXPIRATION OF THE APPLICABLE RESTRICTION PERIODS, THE COMPANY (OR SUCH
DESIGNEE) SHALL DELIVER THE CERTIFICATES NO LONGER SUBJECT TO SUCH RESTRICTIONS
TO THE PARTICIPANT OR IF THE PARTICIPANT HAS DIED, TO THE BENEFICIARY
DESIGNATED, IN A MANNER DETERMINED BY THE BOARD, BY A PARTICIPANT TO RECEIVE
AMOUNTS DUE OR EXERCISE RIGHTS OF THE PARTICIPANT IN THE EVENT OF THE
PARTICIPANT'S DEATH (THE "DESIGNATED BENEFICIARY").
IN THE ABSENCE OF AN
EFFECTIVE DESIGNATION BY A PARTICIPANT, DESIGNATED BENEFICIARY SHALL MEAN THE
PARTICIPANT'S ESTATE.
7.
ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS
(A)
CHANGES IN CAPITALIZATION.
IN THE EVENT OF ANY STOCK SPLIT,
REVERSE STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES,
RECLASSIFICATION OF SHARES, SPIN-OFF OR OTHER SIMILAR CHANGE IN CAPITALIZATION
OR EVENT, OR ANY DISTRIBUTION TO HOLDERS OF COMMON STOCK OTHER THAN A NORMAL
CASH DIVIDEND, (I) THE NUMBER AND CLASS OF SECURITIES AVAILABLE UNDER THIS PLAN,
(II) THE PER-PARTICIPANT LIMIT SET FORTH IN SECTION 4(B), (III) THE NUMBER AND
CLASS OF SECURITIES AND EXERCISE PRICE PER SHARE SUBJECT TO EACH OUTSTANDING
OPTION, AND (IV) THE REPURCHASE PRICE PER SHARE SUBJECT TO EACH OUTSTANDING
RESTRICTED STOCK AWARD SHALL BE APPROPRIATELY ADJUSTED BY THE COMPANY (OR
SUBSTITUTED AWARDS MAY BE MADE, IF APPLICABLE) TO THE EXTENT THE BOARD SHALL
DETERMINE, IN GOOD FAITH, THAT SUCH AN ADJUSTMENT (OR SUBSTITUTION) IS NECESSARY
AND APPROPRIATE.
IF THIS SECTION 7(A) APPLIES AND SECTION 7(C) ALSO APPLIES TO
ANY EVENT, SECTION 7(C) SHALL BE APPLICABLE TO SUCH EVENT, AND THIS SECTION 7(A)
SHALL NOT BE APPLICABLE.
(B)
LIQUIDATION OR DISSOLUTION.
IN THE EVENT OF A PROPOSED
LIQUIDATION OR DISSOLUTION OF THE COMPANY, THE BOARD SHALL UPON WRITTEN NOTICE
TO THE PARTICIPANTS PROVIDE THAT ALL THEN UNEXERCISED OPTIONS WILL (I) BECOME
EXERCISABLE IN FULL AS OF A SPECIFIED TIME AT LEAST 10 BUSINESS DAYS PRIOR TO
THE EFFECTIVE DATE OF SUCH LIQUIDATION OR DISSOLUTION AND (II) TERMINATE
EFFECTIVE UPON SUCH LIQUIDATION OR DISSOLUTION, EXCEPT TO THE EXTENT EXERCISED
BEFORE SUCH EFFECTIVE DATE.
THE BOARD MAY SPECIFY THE EFFECT OF A LIQUIDATION
OR DISSOLUTION ON ANY RESTRICTED STOCK AWARD GRANTED UNDER THE PLAN AT THE TIME
OF THE GRANT.
5
(C)
REORGANIZATION EVENTS
(1)
DEFINITION.
A "REORGANIZATION EVENT" SHALL MEAN:
(A) ANY MERGER
OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER ENTITY AS A RESULT OF WHICH
ALL OF THE COMMON STOCK OF THE COMPANY IS CONVERTED INTO OR EXCHANGED FOR THE
RIGHT TO RECEIVE CASH, SECURITIES OR OTHER PROPERTY OR