THE
COMPANY OF SHARES OF STOCK OF ANY CLASS, OR SECURITIES CONVERTIBLE INTO SHARES
OF STOCK OF ANY CLASS, SHALL AFFECT, AND NO ADJUSTMENT BY REASON THEREOF SHALL
BE MADE WITH RESPECT TO, THE NUMBER OR PRICE OF SHARES OF COMMON STOCK SUBJECT
TO AN OPTION.
7
(B)
DISSOLUTION OR LIQUIDATION.
IN THE EVENT OF THE PROPOSED
DISSOLUTION OR LIQUIDATION OF THE COMPANY, THE OFFERING PERIODS SHALL TERMINATE
IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH PROPOSED ACTION, UNLESS OTHERWISE
PROVIDED BY THE BOARD.
(C)
MERGER OR ASSET SALE.
IN THE EVENT OF A PROPOSED SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, OR THE MERGER OF THE COMPANY
WITH OR INTO ANOTHER CORPORATION, LIMITED LIABILITY COMPANY OR OTHER ENTITY, THE
PLAN SHALL TERMINATE UPON THE DATE OF THE CONSUMMATION OF SUCH TRANSACTION
UNLESS THE PLAN OF MERGER, CONSOLIDATION OR REORGANIZATION PROVIDES OTHERWISE,
AND ANY PURCHASE PERIODS THEN IN PROGRESS SHALL BE SHORTENED BY SETTING A NEW
EXERCISE DATE (THE "NEW EXERCISE DATE") AND ANY OFFERING PERIODS THEN IN
PROGRESS SHALL END ON THE NEW EXERCISE DATE.
THE NEW EXERCISE DATE SHALL BE
BEFORE THE DATE OF THE COMPANY'S PROPOSED SALE OR MERGER.
THE BOARD SHALL
NOTIFY EACH PARTICIPANT IN WRITING, AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE
NEW EXERCISE DATE, THAT THE EXERCISE DATE FOR THE PARTICIPANT'S OPTION HAS BEEN
CHANGED TO THE NEW EXERCISE DATE AND THAT THE PARTICIPANT'S OPTION SHALL BE
EXERCISED AUTOMATICALLY ON THE NEW EXERCISE DATE, UNLESS PRIOR TO SUCH DATE THE
PARTICIPANT HAS WITHDRAWN FROM THE OFFERING PERIOD AS PROVIDED IN SECTION 10
HEREOF.
THE PLAN SHALL IN NO EVENT BE CONSTRUED TO RESTRICT THE COMPANY'S RIGHT
TO UNDERTAKE ANY LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION OR OTHER
REORGANIZATION.
19.
AMENDMENT OR TERMINATION.
(A)
THE BOARD OF DIRECTORS OF THE COMPANY MAY AT ANY TIME AND FOR ANY
REASON TERMINATE OR AMEND THE PLAN.
EXCEPT AS PROVIDED IN SECTION 18 HEREOF, NO
SUCH TERMINATION CAN AFFECT OPTIONS PREVIOUSLY GRANTED, PROVIDED THAT AN
OFFERING PERIOD MAY BE TERMINATED BY THE BOARD OF DIRECTORS ON ANY EXERCISE DATE
IF THE BOARD DETERMINES THAT THE TERMINATION OF THE PLAN IS IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
EXCEPT AS PROVIDED IN SECTION 18
HEREOF, NO AMENDMENT MAY MAKE ANY CHANGE IN ANY OPTION THERETOFORE GRANTED WHICH
ADVERSELY AFFECTS THE RIGHTS OF ANY PARTICIPANT.
TO THE EXTENT NECESSARY TO
COMPLY WITH SECTION 423 OF THE CODE (OR ANY SUCCESSOR RULE OR PROVISION OR ANY
OTHER APPLICABLE LAW, REGULATION OR STOCK EXCHANGE RULE), THE COMPANY SHALL
OBTAIN STOCKHOLDER APPROVAL IN SUCH A MANNER AND TO SUCH A DEGREE AS REQUIRED.
(B)
WITHOUT STOCKHOLDER CONSENT AND WITHOUT REGARD TO WHETHER ANY
PARTICIPANT RIGHTS MAY BE CONSIDERED TO HAVE BEEN "ADVERSELY AFFECTED," THE
BOARD (OR ITS COMMITTEE) SHALL BE ENTITLED TO CHANGE THE OFFERING PERIODS, LIMIT
THE FREQUENCY AND/OR NUMBER OF CHANGES IN THE AMOUNT WITHHELD DURING AN OFFERING
PERIOD, ESTABLISH THE EXCHANGE RATIO APPLICABLE TO AMOUNTS WITHHELD IN A
CURRENCY OTHER THAN U.S.