SHALL BE NONDISCRETIONARY AND SHALL BE FINAL AND BINDING ON
THE AFFECTED PARTICIPANT AND THE COMPANY.
(II)
THE COMMITTEE SHALL MAKE SUCH EQUITABLE
ADJUSTMENTS, IF ANY, AS THE COMMITTEE IN ITS DISCRETION MAY DEEM APPROPRIATE TO
REFLECT SUCH EQUITY RESTRUCTURING WITH RESPECT TO THE AGGREGATE NUMBER AND KIND
OF SHARES THAT MAY BE ISSUED UNDER THE PLAN (INCLUDING, BUT NOT LIMITED TO,
ADJUSTMENTS OF THE LIMITATIONS IN SECTIONS 3.1 AND 3.3 HEREOF).
11.2
CHANGE IN CONTROL.
(A)
NOTWITHSTANDING SECTION 11.1 HEREOF, 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 AND A PARTICIPANT'S AWARDS ARE NOT CONVERTED, ASSUMED,
OR REPLACED BY A SUCCESSOR OR SURVIVOR CORPORATION, OR A PARENT OR SUBSIDIARY
THEREOF, THEN IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL SUCH AWARDS SHALL
BECOME FULLY EXERCISABLE AND ALL FORFEITURE RESTRICTIONS ON SUCH AWARDS SHALL
LAPSE AND, FOLLOWING THE CONSUMMATION OF SUCH CHANGE IN CONTROL, ALL SUCH AWARDS
SHALL TERMINATE AND CEASE TO BE OUTSTANDING.
IN THE EVENT THAT THE TERMS OF
ANY AGREEMENT (OTHER THAN THE AWARD AGREEMENT) BETWEEN THE COMPANY OR ANY
SUBSIDIARY OR AFFILIATE AND A PARTICIPANT CONTAINS PROVISIONS THAT CONFLICT WITH
AND ARE MORE RESTRICTIVE THAN THE PROVISIONS OF THIS SECTION 11.2(A), THIS
SECTION 11.2(A) SHALL PREVAIL AND CONTROL AND THE MORE RESTRICTIVE TERMS OF SUCH
AGREEMENT (AND ONLY SUCH TERMS) SHALL BE OF NO FORCE OR EFFECT.
(B)
THE COMMITTEE MAY AT ANY TIME, SUBJECT TO
SECTION 10.6, PROVIDE THAT ONE OR MORE AWARDS WILL AUTOMATICALLY ACCELERATE IN
CONNECTION WITH A CHANGE IN CONTROL, WHETHER OR NOT THOSE AWARDS ARE ASSUMED OR
OTHERWISE CONTINUE IN FULL FORCE AND EFFECT.
IN ADDITION, WHERE AWARDS ARE
ASSUMED OR CONTINUED AFTER A CHANGE OF CONTROL, THE COMMITTEE MAY PROVIDE THAT
ONE OR MORE AWARDS WILL AUTOMATICALLY ACCELERATE UPON AN INVOLUNTARY TERMINATION
OF THE
18
PARTICIPANT'S EMPLOYMENT OR SERVICE WITHIN A DESIGNATED PERIOD (NOT TO EXCEED
EIGHTEEN (18) MONTHS) FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE IN CONTROL.
ANY SUCH AWARD SHALL ACCORDINGLY, IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF
SUCH CHANGE IN CONTROL OR UPON AN INVOLUNTARY TERMINATION OF THE PARTICIPANT'S
EMPLOYMENT OR SERVICE FOLLOWING A CHANGE IN CONTROL (AT THE COMMITTEE'S
DISCRETION), BECOME FULLY EXERCISABLE AND ALL FORFEITURE RESTRICTIONS ON SUCH
AWARDS SHALL LAPSE.
(C)
UPON A CHANGE IN CONTROL, THE COMMITTEE MAY
CAUSE ANY AND ALL AWARDS OUTSTANDING HEREUNDER TO TERMINATE AT A SPECIFIC TIME
IN THE FUTURE, INCLUDING, BUT NOT LIMITED TO, THE DATE OF SUCH CHANGE IN
CONTROL, AND SHALL GIVE EACH PARTICIPANT THE RIGHT TO EXERCISE SUCH AWARDS
DURING A PERIOD OF TIME AS THE COMMITTEE, IN ITS SOLE AND ABSOLUTE DISCRETION,
SHALL DETERMINE.
(D)
THE PORTION OF ANY INCENTIVE STOCK OPTION
ACCELERATED IN CONNECTION WITH A CHANGE IN CONTROL SHALL REMAIN EXERCISABLE AS
AN INCENTIVE STOCK OPTION ONLY TO THE EXTENT THE APPLICABLE ONE HUNDRED THOUSAND
DOLLAR ($100,000) LIMITATION IS NOT EXCEEDED.
TO THE EXTENT SUCH DOLLAR
LIMITATION IS EXCEEDED, THE