FORTH IN SECTION 4.1 AS ONE AND
THREE-TENTHS (1.3) SHARES.
(B)
IF AN OUTSTANDING AWARD FOR ANY REASON
EXPIRES OR IS TERMINATED OR CANCELED WITHOUT HAVING BEEN EXERCISED OR SETTLED IN
FULL, OR IF SHARES OF STOCK ACQUIRED PURSUANT TO AN AWARD SUBJECT TO FORFEITURE
OR REPURCHASE ARE FORFEITED OR REPURCHASED BY THE COMPANY FOR AN AMOUNT NOT
GREATER THAN THE PARTICIPANT'S PURCHASE PRICE, THE SHARES OF STOCK ALLOCABLE TO
THE TERMINATED PORTION OF SUCH AWARD OR SUCH FORFEITED OR REPURCHASED SHARES OF
STOCK SHALL AGAIN BE AVAILABLE FOR ISSUANCE UNDER THE PLAN. SHARES WITHHELD OR
REACQUIRED BY THE COMPANY IN SATISFACTION OF TAX WITHHOLDING OBLIGATIONS
PURSUANT TO SECTION 14.2 SHALL NOT AGAIN BE AVAILABLE FOR ISSUANCE UNDER THE
PLAN. UPON PAYMENT IN SHARES OF STOCK PURSUANT TO THE EXERCISE OF AN SAR, THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL BE REDUCED BY THE
GROSS NUMBER OF SHARES FOR WHICH THE SAR IS EXERCISED. IF THE EXERCISE PRICE OF
AN OPTION IS PAID BY TENDER TO THE COMPANY, OR ATTESTATION TO THE OWNERSHIP, OF
SHARES OF STOCK OWNED BY THE PARTICIPANT, OR BY MEANS OF A NET-EXERCISE, THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL BE REDUCED BY THE
GROSS NUMBER OF SHARES FOR WHICH THE OPTION IS EXERCISED.
4.3
ADJUSTMENTS FOR CHANGES IN CAPITAL
STRUCTURE. SUBJECT TO ANY REQUIRED ACTION BY THE STOCKHOLDERS OF THE COMPANY, IN
THE EVENT OF ANY CHANGE IN THE STOCK EFFECTED WITHOUT RECEIPT OF CONSIDERATION
BY THE COMPANY, WHETHER THROUGH MERGER, CONSOLIDATION, REORGANIZATION,
REINCORPORATION, RECAPITALIZATION, RECLASSIFICATION, STOCK DIVIDEND, STOCK
SPLIT, REVERSE STOCK SPLIT, SPLIT-UP, SPLIT-OFF, SPIN-OFF, COMBINATION OF
SHARES, EXCHANGE OF SHARES, OR SIMILAR CHANGE IN THE CAPITAL STRUCTURE OF THE
COMPANY, OR IN THE EVENT OF PAYMENT OF A DIVIDEND OR DISTRIBUTION TO THE
STOCKHOLDERS OF THE COMPANY IN A FORM OTHER THAN STOCK (EXCEPTING NORMAL CASH
DIVIDENDS) THAT HAS A MATERIAL EFFECT ON THE FAIR MARKET VALUE OF SHARES OF
STOCK, APPROPRIATE ADJUSTMENTS SHALL BE MADE IN THE NUMBER AND KIND OF SHARES
SUBJECT TO THE PLAN AND TO ANY OUTSTANDING AWARDS, IN THE AWARD LIMITS SET FORTH
IN SECTION 5.2 AND IN THE EXERCISE OR PURCHASE PRICE PER SHARE UNDER ANY
OUTSTANDING AWARD IN ORDER TO PREVENT DILUTION OR ENLARGEMENT OF PARTICIPANTS'
RIGHTS UNDER THE PLAN. FOR PURPOSES OF THE FOREGOING, CONVERSION OF ANY
CONVERTIBLE SECURITIES OF THE COMPANY SHALL NOT BE TREATED AS "EFFECTED WITHOUT
RECEIPT OF CONSIDERATION BY THE COMPANY."
IF A MAJORITY OF THE SHARES WHICH ARE
OF THE SAME CLASS AS THE SHARES THAT ARE SUBJECT TO OUTSTANDING AWARDS ARE
EXCHANGED FOR, CONVERTED INTO, OR OTHERWISE BECOME (WHETHER OR NOT PURSUANT TO
AN OWNERSHIP CHANGE EVENT) SHARES OF ANOTHER CORPORATION (THE "NEW SHARES"), THE
BOARD MAY UNILATERALLY AMEND THE OUTSTANDING AWARDS TO PROVIDE THAT SUCH AWARDS
ARE FOR NEW SHARES. IN THE EVENT OF ANY SUCH AMENDMENT, THE NUMBER OF SHARES
SUBJECT TO, AND THE EXERCISE OR PURCHASE PRICE PER SHARE OF, THE OUTSTANDING
AWARDS SHALL BE ADJUSTED IN A