WITH SECTION 7(B) OF AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE CHANGE
IN CONTROL PRICE OVER THE EXERCISE PRICE, MULTIPLIED BY (II) THE AGGREGATE
NUMBER OF SHARES COVERED BY ALL SUCH OPTIONS IMMEDIATELY PRIOR TO THE CHANGE IN
CONTROL.
(B)
TIMING OF OPTION CANCELATION PAYMENTS.
PAYMENT OF THE AMOUNT CALCULATED IN ACCORDANCE WITH SECTION 7(A) SHALL BE MADE
IN CASH OR, IF DETERMINED BY THE COMMITTEE (AS CONSTITUTED IMMEDIATELY PRIOR TO
THE CHANGE IN CONTROL), IN SHARES OF THE COMMON STOCK OF THE NEW EMPLOYER HAVING
AN AGGREGATE FAIR MARKET VALUE EQUAL TO SUCH AMOUNT AND SHALL BE PAYABLE IN
FULL, AS SOON AS REASONABLY PRACTICABLE, BUT IN NO EVENT LATER THAN 30 DAYS,
FOLLOWING THE CHANGE IN CONTROL. FOR PURPOSES HEREOF, THE FAIR MARKET VALUE OF A
SHARE OF COMMON STOCK OF THE NEW EMPLOYER SHALL BE DETERMINED BY THE COMMITTEE
(AS CONSTITUTED IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL), IN GOOD FAITH.
(C)
ALTERNATIVE OPTIONS. NOTWITHSTANDING
SECTIONS 7(A) AND 7(B), NO CANCELLATION, TERMINATION, ACCELERATION OF
EXERCISABILITY OR VESTING OR SETTLEMENT OR OTHER PAYMENT SHALL OCCUR WITH
RESPECT TO ANY OPTION IF THE COMMITTEE (AS CONSTITUTED IMMEDIATELY PRIOR TO THE
CONSUMMATION OF THE TRANSACTION CONSTITUTING THE CHANGE IN CONTROL) REASONABLY
DETERMINES, IN GOOD FAITH, PRIOR TO THE CHANGE IN CONTROL THAT THE OPTIONS SHALL
BE HONORED OR ASSUMED, OR NEW RIGHTS SUBSTITUTED THEREFOR (SUCH HONORED, ASSUMED
OR SUBSTITUTED OPTION BEING HEREINAFTER REFERRED TO AS AN "ALTERNATIVE OPTION")
BY THE NEW EMPLOYER, PROVIDED THAT ANY ALTERNATIVE OPTIONS MUST:
(I)
BE BASED ON SHARES OF VOTING CAPITAL STOCK THAT ARE TRADED ON AN
ESTABLISHED U.S. SECURITIES MARKET;
8
(II)
PROVIDE THE GRANTEE WITH RIGHTS AND ENTITLEMENTS SUBSTANTIALLY EQUIVALENT
TO THE RIGHTS AND ENTITLEMENTS APPLICABLE UNDER THE TERMS OF THE OPTIONS
IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE TRANSACTION CONSTITUTING THE CHANGE
IN CONTROL, INCLUDING, BUT NOT LIMITED TO, AN IDENTICAL EXERCISE AND VESTING
SCHEDULE AND IDENTICAL TIMING AND METHODS OF EXERCISE OR PAYMENT;
(III)
HAVE SUBSTANTIALLY EQUIVALENT ECONOMIC VALUE TO THE OPTIONS (DETERMINED
AT THE TIME OF THE CHANGE IN CONTROL);
(IV)
HAVE TERMS AND CONDITIONS WHICH PROVIDE THAT IN THE EVENT THAT THE GRANTEE
SUFFERS AN INVOLUNTARY TERMINATION WITHIN TWO YEARS FOLLOWING A CHANGE IN
CONTROL ANY CONDITIONS ON THE GRANTEE'S RIGHTS UNDER, OR ANY RESTRICTIONS ON
TRANSFER OR EXERCISABILITY APPLICABLE TO, EACH SUCH ALTERNATIVE OPTION SHALL BE
WAIVED OR SHALL LAPSE, AS THE CASE MAY BE; AND
(V)
NOT BE SUBJECT TO THE REQUIREMENTS OF SECTION 409A OF THE CODE.
8.
NO RIGHTS AS STOCKHOLDER. THE GRANTEE
SHALL HAVE NO VOTING OR OTHER RIGHTS AS A STOCKHOLDER OF THE COMPANY WITH
RESPECT TO ANY SHARES COVERED BY THE OPTIONS UNTIL THE EXERCISE OF THE OPTIONS
AND THE ISSUANCE OF A CERTIFICATE OR CERTIFICATES TO THE GRANTEE FOR SUCH
SHARES. NO ADJUSTMENT SHALL BE MADE FOR DIVIDENDS OR OTHER RIGHTS FOR WHICH THE
RECORD DATE IS PRIOR TO THE ISSUANCE OF SUCH CERTIFICATE OR CERTIFICATES.
9.
CAPITAL ADJUSTMENTS. SUBJECT TO THE
TERMS OF THE PLAN, IN THE