BUT NOT OTHERWISE FULLY EXERCISABLE, SHALL
AUTOMATICALLY ACCELERATE SO THAT THIS OPTION SHALL, IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE OF SUCH CHANGE IN CONTROL, BECOME EXERCISABLE FOR ALL OF THE
OPTION SHARES AT THE TIME SUBJECT TO THIS OPTION AND MAY BE EXERCISED FOR ANY OR
ALL OF THOSE OPTION SHARES AS FULLY VESTED SHARES OF COMMON STOCK.
HOWEVER,
THIS OPTION SHALL NOT BECOME EXERCISABLE ON SUCH AN ACCELERATED BASIS, IF AND TO
THE EXTENT:
(I) THIS OPTION IS TO BE ASSUMED BY THE SUCCESSOR CORPORATION (OR
PARENT THEREOF) OR IS OTHERWISE TO BE CONTINUED IN FULL FORCE AND EFFECT
PURSUANT TO THE TERMS OF THE CHANGE IN CONTROL TRANSACTION OR (II) THIS OPTION
IS TO BE REPLACED WITH A CASH INCENTIVE PROGRAM OF THE SUCCESSOR CORPORATION
WHICH PRESERVES THE SPREAD EXISTING AT THE TIME OF THE CHANGE IN CONTROL ON ANY
OPTION SHARES FOR WHICH THIS OPTION IS NOT OTHERWISE AT THAT TIME EXERCISABLE
(THE EXCESS OF THE FAIR MARKET VALUE OF THOSE OPTION SHARES OVER THE AGGREGATE
EXERCISE PRICE PAYABLE FOR SUCH SHARES) AND PROVIDES FOR SUBSEQUENT PAYOUT OF
THAT SPREAD IN ACCORDANCE WITH THE SAME OPTION EXERCISE/VESTING SCHEDULE FOR
THOSE OPTION SHARES SET FORTH IN THE GRANT NOTICE.
(B)
IMMEDIATELY FOLLOWING THE CHANGE IN CONTROL,
THIS OPTION SHALL TERMINATE AND CEASE TO BE OUTSTANDING, EXCEPT TO THE EXTENT
ASSUMED BY THE SUCCESSOR CORPORATION (OR PARENT THEREOF) OR OTHERWISE CONTINUED
IN EFFECT PURSUANT TO THE TERMS OF THE CHANGE IN CONTROL TRANSACTION.
(C)
IF THIS OPTION IS ASSUMED IN CONNECTION
WITH A CHANGE IN CONTROL OR OTHERWISE CONTINUED IN EFFECT, THEN THIS OPTION
SHALL BE APPROPRIATELY ADJUSTED, IMMEDIATELY AFTER SUCH CHANGE IN CONTROL, TO
APPLY TO THE NUMBER AND CLASS OF SECURITIES WHICH WOULD HAVE BEEN ISSUABLE TO
OPTIONEE IN CONSUMMATION OF SUCH CHANGE IN CONTROL HAD THE OPTION BEEN EXERCISED
IMMEDIATELY PRIOR TO SUCH CHANGE IN CONTROL, AND APPROPRIATE ADJUSTMENTS SHALL
ALSO BE MADE TO THE EXERCISE PRICE, PROVIDED THE AGGREGATE EXERCISE PRICE SHALL
REMAIN THE SAME.
TO THE EXTENT THE ACTUAL HOLDERS OF THE CORPORATION'S
OUTSTANDING COMMON STOCK RECEIVE CASH CONSIDERATION FOR THEIR COMMON STOCK IN
CONSUMMATION OF THE CHANGE IN CONTROL, THE SUCCESSOR CORPORATION MAY, IN
CONNECTION WITH THE ASSUMPTION OF THIS OPTION, SUBSTITUTE ONE OR MORE SHARES OF
ITS OWN COMMON STOCK WITH A FAIR MARKET VALUE EQUIVALENT TO THE CASH
CONSIDERATION PAID PER SHARE OF COMMON STOCK IN SUCH CHANGE IN CONTROL.
(D)
THIS AGREEMENT SHALL NOT IN ANY WAY AFFECT
THE RIGHT OF THE CORPORATION TO ADJUST, RECLASSIFY, REORGANIZE OR OTHERWISE
CHANGE ITS CAPITAL OR BUSINESS STRUCTURE OR TO MERGE, CONSOLIDATE, DISSOLVE,
LIQUIDATE OR SELL OR TRANSFER ALL OR ANY PART OF ITS BUSINESS OR ASSETS.
3
7.
ADJUSTMENT IN OPTION SHARES.
SHOULD
ANY CHANGE BE MADE TO THE COMMON STOCK BY REASON OF ANY STOCK SPLIT, STOCK
DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF SHARES OR OTHER
CHANGE AFFECTING THE OUTSTANDING COMMON STOCK AS A CLASS WITHOUT THE
CORPORATION'S RECEIPT OF CONSIDERATION, APPROPRIATE ADJUSTMENTS SHALL BE MADE TO
(I) THE