THEREOF, OF THE VALUE OF SUCH PORTION BASED
UPON THE PRICE PER SHARE OF STOCK RECEIVED OR TO BE RECEIVED BY OTHER
STOCKHOLDERS OF THE COMPANY IN CONNECTION WITH THE BUSINESS COMBINATION,
2
AND (Y) THE CANCELLATION OF THE PORTION OF THE OPTION THAT IS NOT THEN
EXERCISABLE.
IN THE EVENT OF ANY CONTINUATION, ASSUMPTION OR SUBSTITUTION
CONTEMPLATED BY THE FOREGOING CLAUSES, THE OPTION SHALL CONTINUE IN THE MANNER
AND UNDER THE TERMS SO PROVIDED.
(C)
NOTWITHSTANDING THE FOREGOING, IN THE EVENT
THAT ANY DECISION OF THE COMMITTEE THEREUNDER CONFLICTS WITH THE PROVISIONS OF
THE SEVERANCE PLAN IN A MANNER WHICH ADVERSELY AFFECTS THE RIGHTS OF ANY
PARTICIPANT THEREUNDER (INCLUDING THE OPTIONEE), SUCH CONFLICT SHALL BE RESOLVED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.7(B) OF THE SEVERANCE PLAN.
(D)
IF, BY REASON OF A CHANGE IN CAPITALIZATION
DESCRIBED ABOVE, OPTIONEE SHALL BE ENTITLED TO NEW, ADDITIONAL OR DIFFERENT
SHARES OF STOCK OR SECURITIES OF THE COMPANY OR ANY OTHER CORPORATION IN RESPECT
OF HIS OR HER OPTION, IN THE EVENT THAT THE PLAN CONTINUES, SUCH NEW, ADDITIONAL
OR DIFFERENT SHARES SHALL THEREUPON BE SUBJECT TO ALL OF THE CONDITIONS,
RESTRICTIONS AND PERFORMANCE CRITERIA WHICH WERE APPLICABLE TO THE SHARES OF
STOCK SUBJECT TO THE OPTION PRIOR TO SUCH CHANGE IN CAPITALIZATION.
[(E)
ANY ADJUSTMENT IN THE SHARES OF STOCK OR OTHER
STOCK OR SECURITIES SUBJECT TO OUTSTANDING INCENTIVE STOCK OPTIONS (INCLUDING
ANY ADJUSTMENTS IN THE OPTION PRICE) MADE PURSUANT TO THE FOREGOING PROVISIONS
SHALL BE MADE IN SUCH MANNER AS NOT TO CONSTITUTE A MODIFICATION AS DEFINED BY
SECTION 424(H)(3) OF THE CODE AND ONLY TO THE EXTENT OTHERWISE PERMITTED BY
SECTIONS 422 AND 424 OF THE CODE.](1)
5.
THIS OPTION SHALL NOT BE ASSIGNABLE OR
TRANSFERABLE EXCEPT BY WILL OR BY THE LAWS OF DESCENT OR DISTRIBUTION PROVIDED,
HOWEVER, THAT EACH OPTIONEE MAY TRANSFER ALL OR ANY PORTION OF HIS/HER
NON-QUALIFIED STOCK OPTIONS TO A MEMBER OF HIS/HER IMMEDIATE FAMILY, A TRUST FOR
THE BENEFIT OF THE OPTIONEE OR ANY MEMBER OF HIS OR HER IMMEDIATE FAMILY,
PARTNERSHIPS IN WHICH THE OPTIONEE OR HIS/HER IMMEDIATE FAMILY MEMBERS AND/OR
TRUSTS ARE THE ONLY PARTNERS, AND/OR ANY ORGANIZATION EXEMPT UNDER
SECTION 501(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
SUBJECT TO THE PROVISIONS OF SECTION 2, THIS OPTION SHALL BE EXERCISABLE ONLY BY
THE OPTIONEE OR HIS OR HER PERMITTED ASSIGNEE OR TRANSFEREE.
6.
SUBJECT TO THE LIMITATIONS SET FORTH IN
THE PLAN, THE COMMITTEE IS VESTED WITH ABSOLUTE DISCRETION AND AUTHORITY TO
INTERPRET THE PLAN AND MAKE ALL DETERMINATIONS NECESSARY OR ADVISABLE FOR THE
ADMINISTRATION THEREOF.
ANY DETERMINATION OF THE COMMITTEE IN THE
ADMINISTRATION OF THE PLAN, AS DESCRIBED THEREIN, SHALL BE FINAL, CONCLUSIVE AND
BINDING UPON THE OPTIONEE AND ANY PERSON CLAIMING UNDER OR THROUGH THE OPTIONEE,
INCLUDING, WITHOUT LIMITATION, AS TO ANY ADJUSTMENTS PURSUANT TO SECTION 4
HEREOF.
(1)
Only applies to grants of Incentive Stock
Options
3
7.
NOTHING CONTAINED IN THE PLAN OR THIS
AGREEMENT SHALL CONFER UPON