THE CORPORATION'S
SHAREHOLDERS, WAS APPROVED BY A VOTE OF AT LEAST A MAJORITY OF THE INCUMBENT
DIRECTORS AT SUCH TIME, OR WHOSE ELECTION WAS NOT OPPOSED BY BARRY DILLER VOTING
AS A STOCKHOLDER SO LONG AS HE IS THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (OR
SENIOR EXECUTIVE OFFICER) OF THE CORPORATION, SHALL BECOME AN INCUMBENT
DIRECTOR, BUT EXCLUDING, FOR THIS PURPOSE, ANY SUCH INDIVIDUAL WHOSE INITIAL
ASSUMPTION OF OFFICE OCCURS AS A RESULT OF AN ACTUAL OR THREATENED ELECTION
CONTEST WITH RESPECT TO THE ELECTION OR REMOVAL OF DIRECTORS OR OTHER ACTUAL OR
THREATENED SOLICITATION OF PROXIES OR CONSENTS BY OR ON BEHALF OF A PERSON OTHER
THAN THE BOARD; OR
(III)
CONSUMMATION OF A REORGANIZATION, MERGER, CONSOLIDATION, SALE OR
OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION,
THE PURCHASE OF ASSETS OR STOCK OF ANOTHER ENTITY, OR OTHER SIMILAR CORPORATE
TRANSACTION (A "BUSINESS COMBINATION"), IN EACH CASE, UNLESS IMMEDIATELY
FOLLOWING SUCH BUSINESS COMBINATION, (A) MORE THAN 50% OF THE RESULTING VOTING
POWER SHALL RESIDE IN OUTSTANDING CORPORATION VOTING SECURITIES RETAINED BY THE
CORPORATION'S STOCKHOLDERS IN THE BUSINESS COMBINATION AND/OR VOTING SECURITIES
RECEIVED BY SUCH STOCKHOLDERS IN THE BUSINESS COMBINATION ON ACCOUNT OF
OUTSTANDING CORPORATION VOTING SECURITIES, AND (B) AT LEAST A MAJORITY OF THE
MEMBERS OF THE BOARD OF DIRECTORS (OR EQUIVALENT GOVERNING BODY, IF APPLICABLE)
OF THE ENTITY RESULTING FROM SUCH BUSINESS COMBINATION WERE INCUMBENT DIRECTORS
AT THE TIME OF THE INITIAL AGREEMENT, OR ACTION OF THE BOARD, PROVIDING FOR SUCH
BUSINESS COMBINATION; OR
(IV)
APPROVAL BY THE STOCKHOLDERS OF THE CORPORATION OF A COMPLETE
LIQUIDATION OR DISSOLUTION OF THE CORPORATION.
(C)
IMPACT OF EVENT/DOUBLE TRIGGER.
UNLESS OTHERWISE PROVIDED IN THE
APPLICABLE AWARD AGREEMENT AND SUBJECT TO SECTIONS 3(D), 3(E) AND 14(K),
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN TO THE CONTRARY, UPON A
PARTICIPANT'S TERMINATION OF EMPLOYMENT, DURING THE TWO-YEAR PERIOD FOLLOWING A
CHANGE IN CONTROL, BY THE COMPANY OTHER THAN FOR CAUSE OR DISABILITY OR BY THE
PARTICIPANT FOR GOOD REASON (AS DEFINED BELOW):
(I)
ANY OPTIONS AND STOCK APPRECIATION RIGHTS OUTSTANDING AS OF SUCH
TERMINATION OF EMPLOYMENT WHICH WERE OUTSTANDING AS OF THE DATE OF SUCH CHANGE
IN CONTROL (INCLUDING ANY OPTIONS AND STOCK APPRECIATION RIGHTS THAT BECAME
VESTED PURSUANT TO SECTION 10(A)) SHALL BE FULLY EXERCISABLE AND VESTED AND
SHALL REMAIN EXERCISABLE UNTIL THE LATER OF (I) THE LAST DATE ON WHICH SUCH
OPTION OR STOCK APPRECIATION RIGHT WOULD BE EXERCISABLE IN THE ABSENCE OF THIS
SECTION 10(C) AND (II) THE EARLIER OF (A) THE FIRST ANNIVERSARY OF SUCH CHANGE
IN CONTROL AND (B) EXPIRATION OF THE TERM OF SUCH OPTION OR STOCK APPRECIATION
RIGHT;
(II)
THE RESTRICTIONS AND DEFERRAL LIMITATIONS APPLICABLE TO ANY
RESTRICTED STOCK SHALL LAPSE, AND SUCH RESTRICTED STOCK OUTSTANDING AS OF SUCH
TERMINATION OF EMPLOYMENT WHICH WERE OUTSTANDING AS OF THE DATE OF SUCH CHANGE
IN CONTROL SHALL BECOME FREE OF ALL RESTRICTIONS AND BECOME FULLY VESTED AND
TRANSFERABLE; AND
(III)
ALL RESTRICTED STOCK UNITS OUTSTANDING AS OF SUCH TERMINATION OF
EMPLOYMENT WHICH WERE