the Board may provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant will instead
receive an instrument evidencing the Participant's right to future delivery of
the Common Stock.
10.
ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS.
(A)
CHANGES IN CAPITALIZATION.
IN THE EVENT OF ANY STOCK SPLIT, REVERSE STOCK
SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES, RECLASSIFICATION
OF SHARES, SPIN-OFF OR OTHER SIMILAR CHANGE IN CAPITALIZATION OR EVENT, OR ANY
DIVIDEND OR DISTRIBUTION TO HOLDERS OF COMMON STOCK OTHER THAN AN ORDINARY CASH
DIVIDEND, (I) THE NUMBER AND CLASS OF SECURITIES AVAILABLE UNDER THIS PLAN, (II)
THE SUB-LIMIT SET FORTH IN SECTION 4(B), (III) THE NUMBER AND CLASS OF
SECURITIES AND EXERCISE PRICE PER SHARE OF EACH OUTSTANDING OPTION AND EACH
OPTION ISSUABLE UNDER SECTION 6, (IV) THE SHARE- AND PER-SHARE PROVISIONS AND
THE EXERCISE PRICE OF EACH SAR, (V) THE NUMBER OF SHARES SUBJECT TO AND THE
REPURCHASE PRICE PER SHARE SUBJECT TO EACH OUTSTANDING RESTRICTED STOCK AWARD
AND (VI) THE SHARE- AND PER-SHARE-RELATED PROVISIONS AND THE PURCHASE PRICE, IF
ANY, OF EACH OUTSTANDING OTHER STOCK UNIT AWARD, SHALL BE EQUITABLY ADJUSTED BY
THE COMPANY (OR SUBSTITUTED AWARDS MAY BE MADE, IF APPLICABLE) IN THE MANNER
DETERMINED BY THE BOARD.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN
THE EVENT THE COMPANY EFFECTS A SPLIT OF THE COMMON STOCK BY
MEANS OF A STOCK DIVIDEND AND THE EXERCISE PRICE OF AND THE NUMBER OF SHARES
SUBJECT TO AN OUTSTANDING OPTION ARE ADJUSTED AS OF THE DATE OF THE DISTRIBUTION
OF THE DIVIDEND (RATHER THAN AS OF THE RECORD DATE FOR SUCH DIVIDEND), THEN AN
OPTIONEE WHO EXERCISES AN OPTION BETWEEN THE RECORD DATE AND THE DISTRIBUTION
DATE FOR SUCH STOCK DIVIDEND SHALL BE ENTITLED TO RECEIVE, ON THE DISTRIBUTION
DATE, THE STOCK DIVIDEND WITH RESPECT TO THE SHARES OF COMMON STOCK ACQUIRED
UPON SUCH OPTION EXERCISE, NOTWITHSTANDING THE FACT THAT SUCH SHARES WERE NOT
OUTSTANDING AS OF THE CLOSE OF BUSINESS ON THE RECORD DATE FOR SUCH STOCK
DIVIDEND.
(B)
REORGANIZATION EVENTS.
(1)
DEFINITION.
A "REORGANIZATION EVENT" SHALL MEAN:
(A) ANY MERGER
OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER ENTITY AS A RESULT OF WHICH
ALL OF THE COMMON STOCK OF THE COMPANY IS CONVERTED INTO OR EXCHANGED FOR THE
RIGHT TO RECEIVE CASH, SECURITIES OR OTHER PROPERTY, (B) ANY EXCHANGE OF ALL OF
THE COMMON STOCK OF THE COMPANY FOR CASH, SECURITIES OR OTHER PROPERTY PURSUANT
TO A SHARE EXCHANGE TRANSACTION OR (C) ANY LIQUIDATION OR DISSOLUTION OF THE
COMPANY.
(2)
CONSEQUENCES OF A REORGANIZATION EVENT ON AWARDS OTHER THAN
RESTRICTED STOCK AWARDS.
IN CONNECTION WITH A REORGANIZATION EVENT, THE BOARD
SHALL TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS AS TO ALL OR ANY OUTSTANDING
AWARDS ON SUCH TERMS AS THE BOARD DETERMINES:
(I) PROVIDE THAT AWARDS SHALL BE
ASSUMED, OR SUBSTANTIALLY EQUIVALENT AWARDS SHALL BE SUBSTITUTED, BY THE
ACQUIRING OR SUCCEEDING CORPORATION (OR AN AFFILIATE THEREOF), (II) UPON WRITTEN
NOTICE TO