AS THE COMMITTEE DEEMS APPROPRIATE, EITHER (I) BY INSTRUMENT TO THE
PARTICIPANT'S "IMMEDIATE FAMILY" (AS DEFINED BELOW), (II) BY INSTRUMENT TO AN
INTER VIVOS OR TESTAMENTARY TRUST (OR OTHER ENTITY) IN WHICH THE AWARD IS TO BE
PASSED TO THE PARTICIPANT'S DESIGNATED BENEFICIARIES, OR (III) BY GIFT TO
CHARITABLE INSTITUTIONS.
ANY TRANSFEREE OF THE PARTICIPANT'S RIGHTS SHALL
SUCCEED AND BE SUBJECT TO ALL OF THE TERMS OF THE APPLICABLE AWARD AGREEMENT AND
THE PLAN. "IMMEDIATE FAMILY" MEANS ANY CHILD, STEPCHILD, GRANDCHILD, PARENT,
STEPPARENT, GRANDPARENT, SPOUSE, FORMER SPOUSE, SIBLING, NIECE, NEPHEW,
MOTHER-IN-LAW, FATHER-IN-LAW, SON-IN-LAW, DAUGHTER-IN-LAW, BROTHER-IN-LAW, OR
SISTER-IN-LAW, AND SHALL INCLUDE ADOPTIVE RELATIONSHIPS.
13.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS
(A)
CHANGES IN CAPITALIZATION.
THE COMMITTEE SHALL EQUITABLY ADJUST
THE NUMBER OF SHARES COVERED BY EACH OUTSTANDING AWARD, AND THE NUMBER OF SHARES
THAT HAVE BEEN AUTHORIZED FOR ISSUANCE UNDER THE PLAN BUT AS TO WHICH NO AWARDS
HAVE YET BEEN GRANTED OR THAT HAVE BEEN RETURNED TO THE PLAN UPON CANCELLATION,
FORFEITURE, OR EXPIRATION OF AN AWARD, AS WELL AS THE PRICE PER SHARE COVERED BY
EACH SUCH OUTSTANDING AWARD, TO REFLECT ANY INCREASE OR DECREASE IN THE NUMBER
OF ISSUED SHARES RESULTING FROM A STOCK-SPLIT, REVERSE STOCK-SPLIT, STOCK
DIVIDEND, COMBINATION, RECAPITALIZATION OR RECLASSIFICATION OF THE SHARES, OR
ANY OTHER INCREASE OR DECREASE IN THE NUMBER OF ISSUED SHARES EFFECTED WITHOUT
RECEIPT OF CONSIDERATION BY THE COMPANY.
IN THE EVENT OF ANY SUCH TRANSACTION
OR EVENT, THE COMMITTEE MAY PROVIDE IN SUBSTITUTION FOR ANY OR ALL OUTSTANDING
AWARDS UNDER THE PLAN SUCH ALTERNATIVE CONSIDERATION (INCLUDING SECURITIES OF
ANY SURVIVING ENTITY) AS IT MAY IN GOOD FAITH DETERMINE TO BE EQUITABLE UNDER
THE CIRCUMSTANCES AND MAY REQUIRE IN CONNECTION THEREWITH THE SURRENDER OF ALL
AWARDS SO REPLACED.
IN ANY CASE, SUCH SUBSTITUTION OF SECURITIES SHALL NOT
REQUIRE THE CONSENT OF ANY PERSON WHO IS GRANTED AWARDS PURSUANT TO THE PLAN.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR IN AN AWARD AGREEMENT, IF THE COMPANY
ISSUES FOR CONSIDERATION SHARES OF STOCK OF ANY CLASS OR SECURITIES CONVERTIBLE
INTO SHARES OF STOCK OF ANY CLASS, THE ISSUANCE SHALL NOT AFFECT, AND NO
ADJUSTMENT BY REASON THEREOF SHALL BE REQUIRED TO BE MADE WITH RESPECT TO THE
NUMBER OR PRICE OF SHARES SUBJECT TO ANY AWARD.
16
(B)
DISSOLUTION OR LIQUIDATION.
IN THE EVENT OF THE DISSOLUTION OR
LIQUIDATION OF THE COMPANY OTHER THAN AS PART OF A CHANGE OF CONTROL, EACH AWARD
WILL TERMINATE IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH ACTION, SUBJECT TO
THE ABILITY OF THE COMMITTEE TO EXERCISE ANY DISCRETION AUTHORIZED IN THE CASE
OF A CHANGE IN CONTROL.
(C)
CHANGE IN CONTROL.
IN THE EVENT OF A CHANGE IN CONTROL, THE
COMMITTEE MAY IN ITS SOLE AND ABSOLUTE DISCRETION AND AUTHORITY, WITHOUT
OBTAINING THE APPROVAL OR CONSENT OF THE COMPANY'S SHAREHOLDERS OR ANY
PARTICIPANT WITH RESPECT TO HIS OR HER OUTSTANDING AWARDS, TAKE ONE OR MORE OF
THE FOLLOWING ACTIONS:
(I)
ARRANGE FOR OR OTHERWISE PROVIDE THAT EACH OUTSTANDING AWARD
SHALL BE ASSUMED OR A