COMPANY ON A CONSOLIDATED BASIS TO AN
UNRELATED PERSON OR ENTITY, (III) A MERGER, REORGANIZATION OR CONSOLIDATION IN
WHICH THE OUTSTANDING SHARES OF STOCK ARE CONVERTED INTO OR EXCHANGED FOR A
DIFFERENT KIND OF SECURITIES OF THE SUCCESSOR ENTITY AND THE HOLDERS OF THE
COMPANY'S OUTSTANDING VOTING POWER IMMEDIATELY PRIOR TO SUCH TRANSACTION DO NOT
OWN A MAJORITY OF THE OUTSTANDING VOTING POWER OF THE SUCCESSOR ENTITY
IMMEDIATELY UPON COMPLETION OF SUCH TRANSACTION, OR (IV) THE SALE OF ALL OF THE
STOCK OF THE COMPANY TO AN UNRELATED PERSON OR ENTITY (IN EACH CASE, A "SALE
EVENT"), ALL OPTIONS AND STOCK APPRECIATION RIGHTS THAT ARE NOT EXERCISABLE
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE SALE EVENT SHALL BECOME FULLY
EXERCISABLE AS OF THE EFFECTIVE TIME OF THE SALE EVENT AND ALL OTHER AWARDS
SHALL BECOME FULLY VESTED AND NONFORFEITABLE AS OF THE EFFECTIVE TIME OF THE
SALE EVENT, EXCEPT AS THE ADMINISTRATOR MAY OTHERWISE SPECIFY WITH RESPECT TO
PARTICULAR AWARDS IN THE RELEVANT AWARD DOCUMENTATION, AND AWARDS WITH
CONDITIONS AND RESTRICTIONS RELATING TO THE ATTAINMENT OF PERFORMANCE GOALS MAY
BECOME VESTED AND NONFORFEITABLE IN CONNECTION WITH A SALE EVENT IN THE
ADMINISTRATOR'S DISCRETION.
UPON THE EFFECTIVE TIME OF THE SALE EVENT, THE PLAN
AND ALL OUTSTANDING AWARDS GRANTED HEREUNDER SHALL TERMINATE, UNLESS PROVISION
IS MADE IN CONNECTION WITH THE SALE EVENT IN THE SOLE DISCRETION OF THE PARTIES
THERETO FOR THE ASSUMPTION OR CONTINUATION OF AWARDS THERETOFORE GRANTED BY THE
SUCCESSOR ENTITY, OR THE SUBSTITUTION OF SUCH AWARDS WITH NEW AWARDS OF THE
SUCCESSOR ENTITY OR PARENT THEREOF, WITH APPROPRIATE ADJUSTMENT AS TO THE NUMBER
AND KIND OF SHARES AND, IF APPROPRIATE, THE PER SHARE EXERCISE PRICES, AS SUCH
PARTIES SHALL AGREE (AFTER TAKING INTO ACCOUNT ANY ACCELERATION HEREUNDER).
IN
THE EVENT OF SUCH TERMINATION, EACH GRANTEE SHALL BE PERMITTED, WITHIN A
SPECIFIED PERIOD OF TIME PRIOR TO THE CONSUMMATION OF THE SALE EVENT AS
DETERMINED BY THE
ADMINISTRATOR, TO EXERCISE ALL OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS
HELD BY SUCH GRANTEE, INCLUDING THOSE THAT WILL BECOME EXERCISABLE UPON THE
CONSUMMATION OF THE SALE EVENT; PROVIDED, HOWEVER, THAT THE EXERCISE OF OPTIONS
AND STOCK APPRECIATION RIGHTS NOT EXERCISABLE PRIOR TO THE SALE EVENT SHALL BE
SUBJECT TO THE CONSUMMATION OF THE SALE EVENT.
Notwithstanding anything to the contrary in this Section 3(c), in the event of a
Sale Event pursuant to which holders of the Stock of the Company will receive
upon consummation thereof a cash payment for each share surrendered in the Sale
Event, the Company shall have the right, but not the obligation, to make or
provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount
equal to the difference between (A) the value as determined by the Administrator
of the consideration payable per share of Stock pursuant to the Sale Event (the
"Sale Price") times the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent