TO HOLDERS OF
COMMON STOCK OTHER THAN AN ORDINARY CASH DIVIDEND, (I) THE NUMBER AND CLASS OF
SECURITIES AVAILABLE UNDER THE PLAN, (II) THE SUB-LIMITS AND SHARE COUNTING
RULES SET FORTH IN SECTION 4(A) AND SECTION 4(B), (III) THE NUMBER AND CLASS OF
SECURITIES AND EXERCISE PRICE PER SHARE OF EACH OUTSTANDING OPTION, (IV) THE
SHARE- AND PER-SHARE-RELATED 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-BASED AWARD, SHALL BE EQUITABLY ADJUSTED BY THE COMPANY (OR
SUBSTITUTED AWARDS MAY BE MADE, IF APPLICABLE) IN THE MANNER DETERMINED BY THE
COMMITTEE. 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: (I) 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 OR IS
CANCELLED, (II) ANY EXCHANGE OF ALL OF THE COMMON STOCK OF THE COMPANY FOR CASH,
SECURITIES OR OTHER PROPERTY PURSUANT TO A SHARE EXCHANGE TRANSACTION, OR
(III) 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 MAY TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS AS TO ALL OR
ANY (OR ANY PORTION OF) OUTSTANDING AWARDS OTHER THAN RESTRICTED STOCK 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 A
PARTICIPANT, PROVIDE THAT THE PARTICIPANT'S UNEXERCISED AWARDS WILL TERMINATE
IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH REORGANIZATION EVENT UNLESS
EXERCISED BY THE PARTICIPANT WITHIN A SPECIFIED PERIOD FOLLOWING THE DATE OF
SUCH NOTICE, (III) PROVIDE THAT OUTSTANDING AWARDS SHALL BECOME EXERCISABLE,
REALIZABLE, OR DELIVERABLE, OR RESTRICTIONS APPLICABLE TO AN AWARD SHALL LAPSE,
IN WHOLE OR IN PART PRIOR TO OR UPON
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SUCH REORGANIZATION EVENT, (IV) IN THE EVENT OF A REORGANIZATION