THE
SHARES ARE REGULARLY AVAILABLE); PROVIDED, HOWEVER, IF PRICE QUOTATIONS FOR THE
SHARES ARE NOT REGULARLY AVAILABLE ON ANY EXCHANGE OR NATIONAL MARKET SYSTEM,
FAIR MARKET VALUE PER SHARE SHALL MEAN, AS OF ANY DATE, THE FAIR MARKET VALUE OF
SUCH SHARES ON SUCH DATE AS DETERMINED IN GOOD FAITH BY THE BOARD OR COMMITTEE.
(N)
"GOOD REASON" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING ACTIONS
OR FAILURES TO ACT, BUT IN EACH CASE ONLY IF IT IS NOT CONSENTED TO BY THE
OPTIONEE IN WRITING: (A) A MATERIAL ADVERSE CHANGE IN THE OPTIONEE'S DUTIES,
REPORTING RESPONSIBILITIES, TITLES OR ELECTED OR APPOINTED OFFICES AS IN EFFECT
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE; (B) A MATERIAL REDUCTION
BY THE COMPANY IN THE OPTIONEE'S BASE SALARY OR ANNUAL BONUS OPPORTUNITY IN
EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH REDUCTION, NOT INCLUDING
ANY REDUCTION RESULTING FROM CHANGES IN THE MARKET VALUE OF SECURITIES OR OTHER
INSTRUMENTS PAID OR PAYABLE TO THE OPTIONEE; (C) SOLELY IN THE CASE OF THE CEO,
ANY CHANGE OF MORE THAN FIFTY (50) MILES IN THE LOCATION OF THE PRINCIPAL PLACE
OF EMPLOYMENT OF THE CEO IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE.
FOR PURPOSES OF THIS DEFINITION, NONE OF THE ACTIONS DESCRIBED IN CLAUSES (A)
AND (B) ABOVE SHALL CONSTITUTE "GOOD REASON" WITH RESPECT TO THE OPTIONEE IF IT
WAS AN ISOLATED AND INADVERTENT ACTION NOT TAKEN IN BAD FAITH BY THE COMPANY AND
IF IT IS REMEDIED BY THE COMPANY WITHIN THIRTY (30) DAYS AFTER RECEIPT OF
WRITTEN NOTICE THEREOF GIVEN BY THE OPTIONEE (OR, IF THE MATTER IS NOT CAPABLE
OF REMEDY WITHIN THIRTY (30) DAYS, THEN WITHIN A REASONABLE PERIOD OF TIME
FOLLOWING SUCH THIRTY (30) DAY PERIOD, PROVIDED THAT THE COMPANY HAS COMMENCED
SUCH REMEDY WITHIN SAID THIRTY (30) DAY PERIOD); PROVIDED THAT "GOOD REASON"
SHALL CEASE TO EXIST FOR ANY ACTION DESCRIBED IN CLAUSES (A) AND (B) ABOVE ON
THE SIXTIETH (60TH) FOLLOWING THE LATER OF THE OCCURRENCE OF SUCH ACTION OR THE
OPTIONEE'S KNOWLEDGE THEREOF, UNLESS THE OPTIONEE HAS GIVEN THE COMPANY WRITTEN
NOTICE THEREOF PRIOR TO SUCH DATE.
(O)
"NEW COMMON STOCK" HAS THE MEANING SET FORTH IN THE PLAN OF
REORGANIZATION.
2
(P)
"NON-EMPLOYEE DIRECTOR" MEANS A DIRECTOR WHO IS A "NON-EMPLOYEE
DIRECTOR" WITHIN THE MEANING OF RULE 16B-3 AND WHO IS ALSO AN "OUTSIDE DIRECTOR"
WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
(Q)
"OPTION" MEANS ANY STOCK OPTION ISSUED PURSUANT TO THE PLAN.
OPTIONS WILL BE "NONQUALIFIED OPTIONS" WHICH ARE DEFINED AS OPTIONS NOT
INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE.
(R)
"OPTION AGREEMENT" MEANS THE WRITTEN AGREEMENT BY AND BETWEEN THE
PARTICIPANT AND THE COMPANY SETTING FORTH THE TERMS AND CONDITIONS OF AN OPTION.
EACH OPTION AGREEMENT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN
AND NEED NOT BE IDENTICAL.
(S)
"OPTIONEE" MEANS THE HOLDER OF AN OUTSTANDING OPTION GRANTED UNDER
THE PLAN.
(T)
"PARTICIPANT" MEANS THE CEO, EXECUTIVE, NON-EMPLOYEE