DESCRIBED IN SECTION 11.1(A) HEREOF OR ANY UNUSUAL OR NONRECURRING TRANSACTIONS
OR EVENTS AFFECTING THE COMPANY, ANY AFFILIATE OF THE COMPANY, OR THE FINANCIAL
STATEMENTS OF THE COMPANY OR ANY AFFILIATE, OR OF CHANGES IN APPLICABLE LAWS,
REGULATIONS OR ACCOUNTING PRINCIPLES, THE COMMITTEE, IN ITS SOLE AND ABSOLUTE
DISCRETION, AND ON SUCH TERMS AND CONDITIONS AS IT DEEMS APPROPRIATE, EITHER BY
THE TERMS OF THE AWARD OR BY ACTION TAKEN PRIOR TO THE OCCURRENCE OF SUCH
TRANSACTION OR EVENT AND EITHER AUTOMATICALLY OR UPON THE PARTICIPANT'S REQUEST,
IS HEREBY AUTHORIZED TO TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS IN ORDER
TO PREVENT DILUTION OR ENLARGEMENT OF THE BENEFITS OR POTENTIAL BENEFITS
INTENDED TO BE MADE AVAILABLE UNDER THE PLAN OR WITH RESPECT TO ANY AWARD UNDER
THE PLAN, TO FACILITATE SUCH TRANSACTIONS OR EVENTS OR TO GIVE EFFECT TO SUCH
CHANGES IN LAWS, REGULATIONS OR PRINCIPLES:
(I)
TO PROVIDE FOR EITHER (A) TERMINATION OF
ANY SUCH AWARD IN EXCHANGE FOR AN AMOUNT OF CASH, IF ANY, EQUAL TO THE AMOUNT
THAT WOULD HAVE BEEN ATTAINED UPON THE EXERCISE OF SUCH AWARD OR REALIZATION OF
THE PARTICIPANT'S RIGHTS (AND, FOR THE AVOIDANCE OF DOUBT, IF AS OF THE DATE OF
THE OCCURRENCE OF THE TRANSACTION OR EVENT DESCRIBED IN THIS SECTION 11.2 THE
COMMITTEE DETERMINES IN GOOD FAITH THAT NO AMOUNT WOULD HAVE BEEN ATTAINED UPON
THE EXERCISE OF SUCH AWARD OR REALIZATION OF THE PARTICIPANT'S RIGHTS, THEN SUCH
AWARD MAY BE TERMINATED BY THE COMPANY WITHOUT PAYMENT) OR (B) THE REPLACEMENT
OF SUCH AWARD WITH OTHER RIGHTS OR PROPERTY SELECTED BY THE COMMITTEE IN ITS
SOLE DISCRETION;
(II)
TO PROVIDE THAT SUCH AWARD BE ASSUMED BY
THE SUCCESSOR OR SURVIVOR CORPORATION, OR A PARENT OR SUBSIDIARY THEREOF, OR
SHALL BE SUBSTITUTED FOR BY SIMILAR OPTIONS, RIGHTS OR AWARDS COVERING THE STOCK
OF THE SUCCESSOR OR SURVIVOR CORPORATION, OR A PARENT OR SUBSIDIARY THEREOF,
WITH APPROPRIATE ADJUSTMENTS AS TO THE NUMBER AND KIND OF SHARES AND PRICES;
12
(III)
TO MAKE ADJUSTMENTS IN THE NUMBER AND TYPE
OF SHARES OF STOCK (OR OTHER SECURITIES OR PROPERTY) SUBJECT TO OUTSTANDING
AWARDS, AND IN THE NUMBER AND KIND OF OUTSTANDING RESTRICTED STOCK OR DEFERRED
STOCK AND/OR IN THE TERMS AND CONDITIONS OF (INCLUDING THE GRANT OR EXERCISE
PRICE), AND THE CRITERIA INCLUDED IN, OUTSTANDING OPTIONS, RIGHTS AND AWARDS AND
OPTIONS, RIGHTS AND AWARDS WHICH MAY BE GRANTED IN THE FUTURE;
(IV)
TO PROVIDE THAT SUCH AWARD SHALL BE
EXERCISABLE OR PAYABLE OR FULLY VESTED WITH RESPECT TO ALL SHARES COVERED
THEREBY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN OR THE APPLICABLE
AWARD AGREEMENT; AND
(V)
TO PROVIDE THAT THE AWARD CANNOT VEST, BE
EXERCISED OR BECOME PAYABLE AFTER SUCH EVENT.
11.2
CHANGE OF CONTROL.
NOTWITHSTANDING SECTION 11.1,
AND EXCEPT AS MAY OTHERWISE BE PROVIDED IN ANY APPLICABLE AWARD AGREEMENT OR
OTHER WRITTEN AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND A PARTICIPANT, IF A
CHANGE IN CONTROL OCCURS THEN ANY SURVIVING CORPORATION OR ENTITY OR ACQUIRING
CORPORATION OR ENTITY, OR