RESPECT TO ANY EVENT OF DEFAULT OR
ANY TERMINATION EVENT, (B) A MERGER DATE WITH RESPECT TO ANY MERGER EVENT OR
TENDER OFFER DATE WITH RESPECT TO A TENDER OFFER, (C) A CLOSING DATE WITH
RESPECT TO AN EVENT DESCRIBED IN SECTION 12.6 OF THE EQUITY DEFINITIONS, OR (D)
DATE AS OF WHICH THE TRANSACTION IS, OR IS DEEMED TO HAVE BEEN, TERMINATED OR
CANCELLED AS A RESULT OF AN APPLICABLE ADDITIONAL DISRUPTION EVENT (ANY SUCH
DATE, THE "RELEVANT DATE") SHALL OCCUR, THEN IN LIEU OF CALCULATING ANY PAYMENTS
HEREUNDER PURSUANT TO SECTION 6(E) OF THE AGREEMENT OR SECTIONS 12.7 OR 12.8 OF
THE EQUITY DEFINITIONS, AS APPLICABLE, THE CALCULATION AGENT, IN ITS SOLE
DISCRETION, SHALL DETERMINE THE AMOUNT PAYABLE BY DEALER TO COUNTERPARTY ON THE
FOLLOWING BASIS:
(I)
SUCH RELEVANT DATE SHALL BE THE SOLE EXERCISE DATE HEREUNDER AND
AUTOMATIC EXERCISE SHALL BE APPLICABLE TO THE NUMBER OF OPTIONS IN EACH OF THE
COMPONENTS FOR WHICH AN EXPIRATION DATE HAS NOT OCCURRED (THE "UNEXPIRED
NUMBER");
(II)
DEALER SHALL DELIVER TO THE COUNTERPARTY THE NET SHARE SETTLEMENT
AMOUNT ON THE SETTLEMENT DATE WITH RESPECT TO SUCH RELEVANT DATE; AND
(III)
"NET SHARE SETTLEMENT AMOUNT" SHALL MEAN A NUMBER OF SHARES EQUAL TO
(A) THE NUMBER OF SHARES TO BE DELIVERED (AS DEFINED BELOW) MINUS (B) THE
PRODUCT OF (X) THE ADDITIONAL SHARES PER OPTION (THE "ADDITIONAL SHARES")
DETERMINED BY REFERENCE TO THE TABLE ATTACHED AS ANNEX B HERETO BASED ON THE
DATE ON WHICH SUCH RELEVANT DATE OCCURS AND THE VWAP PRICE ON SUCH DATE, (Y) THE
UNEXPIRED NUMBER, AND (Z) THE OPTION ENTITLEMENT.
(B)
SOLELY FOR PURPOSES OF THIS SECTION 14, IN RESPECT OF ANY EXERCISE DATE
DEEMED TO OCCUR PURSUANT TO PARAGRAPH (A) OF THIS SECTION 14, SUBJECT TO THE
LAST SENTENCE OF SECTION 9.5 OF THE EQUITY DEFINITIONS, "NUMBER OF SHARES TO BE
DELIVERED" SHALL MEAN, THE PRODUCT OF (I) THE UNEXPIRED NUMBER, (II) THE OPTION
ENTITLEMENT AND (III) (A) THE EXCESS OF THE LOWER OF (X) STRIKE PRICE 2 AND (Y)
THE VWAP PRICE ON THE VALUATION DATE OCCURRING ON SUCH EXERCISE DATE OVER STRIKE
PRICE 1 DIVIDED BY (B) SUCH VWAP PRICE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE EQUITY DEFINITIONS, IF THERE IS A MARKET DISRUPTION EVENT ON ANY
VALUATION DATE, THEN THE CALCULATION AGENT SHALL DETERMINE THE VWAP PRICE FOR
SUCH VALUATION DATE ON THE BASIS OF ITS GOOD FAITH ESTIMATE, DETERMINED IN A
COMMERCIALLY REASONABLE MANNER, OF THE MARKET VALUE FOR THE RELEVANT SHARES ON
SUCH VALUATION DATE.
(C)
WITH RESPECT TO THE DETERMINATION OF ADDITIONAL SHARES, IF THE ACTUAL
VWAP PRICE IS BETWEEN TWO VWAP PRICE AMOUNTS IN THE TABLE OR THE RELEVANT DATE
IS BETWEEN TWO RELEVANT DATES IN THE TABLE, THE ADDITIONAL SHARES SHALL BE
DETERMINED BY A STRAIGHT-LINE INTERPOLATION BETWEEN THE NUMBER OF ADDITIONAL
SHARES SET FORTH FOR THE NEXT HIGHER AND NEXT LOWER VWAP PRICE AMOUNTS AND THE
TWO NEAREST RELEVANT DATES, AS APPLICABLE, BASED ON A 365-DAY YEAR.
(D)
WITH RESPECT TO ANY ADJUSTMENT TO THE