UNEXERCISED PORTION OF THIS OPTION (WHETHER VESTED OR NOT) WILL BE CANCELLED AND
DEEMED TERMINATED AS OF THE DATE OF HIS TERMINATION; PROVIDED, HOWEVER, THAT IF
THE OPTIONEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR REASONS OTHER THAN
CAUSE (AS DEFINED IN THE EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 15, 2004),
ANY OUTSTANDING UNEXERCISED PORTION OF THIS OPTION, WHETHER OR NOT VESTED AND/OR
EXERCISABLE ON THE DATE OF TERMINATION, MAY BE EXERCISED FOR UP TO 6 MONTHS
AFTER THE TERMINATION DATE OR THE STATED TERM OF THE OPTION, WHICHEVER PERIOD IS
SHORTER.
IF THE OPTIONEE IS ALSO A PARTICIPANT UNDER THE COMPANY'S
CHANGE-IN-CONTROL SEVERANCE PLAN (THE "SEVERANCE PLAN"), AND THE TERMS OF THIS
PARAGRAPH CONFLICT WITH THE TERMS OF THE SEVERANCE PLAN, SUCH CONFLICT SHALL BE
RESOLVED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.7(B) OF THE SEVERANCE
PLAN.
3.
THIS OPTION SHALL BE EXERCISED BY
GIVING WRITTEN NOTICE OF EXERCISE TO THE COMPANY AT 111 BAUER DRIVE, OAKLAND,
NJ
07430 (ATTENTION: CHIEF FINANCIAL OFFICER) WHICH SHALL SPECIFY THE NUMBER OF
SHARES OF STOCK TO BE PURCHASED AND WHICH SHALL BE ACCOMPANIED BY PAYMENT IN
FULL OF THE PURCHASE PRICE IN CASH.
4.
THE NUMBER OF SHARES OF STOCK SUBJECT
TO THIS OPTION AND THE PRICE TO BE PAID THEREFORE, SHALL BE SUBJECT TO
ADJUSTMENT AS FOLLOWS:
(A)
IN THE EVENT OF ANY CHANGE IN THE
OUTSTANDING STOCK BY REASON OF A DISSOLUTION OR LIQUIDATION OF THE COMPANY, SALE
OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, MERGER OR
CONSOLIDATION OF THE COMPANY WITH OR INTO ANY OTHER ENTITY IF THE COMPANY IS THE
SURVIVING CORPORATION, STATUTORY SHARE EXCHANGE INVOLVING CAPITAL STOCK OF THE
COMPANY, REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, STOCK DIVIDEND,
EXTRAORDINARY DIVIDEND, STOCK SPLIT, REVERSE STOCK SPLIT, STOCK COMBINATION,
RIGHTS OFFERING, SPIN-OFF OR OTHER RELEVANT CHANGE, THE COMPENSATION COMMITTEE
MAY ADJUST THE OPTION PRICE OR THE NUMBER OF SHARES OF STOCK SUBJECT THERETO,
AND ANY OR ALL OTHER MATTERS DEEMED APPROPRIATE BY THE COMPENSATION COMMITTEE,
INCLUDING, WITHOUT LIMITATION, ACCELERATING THE VESTING AND/OR EXERCISE PERIOD
PERTAINING TO SUCH GRANT.
(B)
IN THE EVENT OF THE CONSUMMATION OF A
REORGANIZATION, MERGER, SHARE EXCHANGE OR CONSOLIDATION IF, IN EACH CASE
FOLLOWING SUCH CONSUMMATION, THE OUTSTANDING SHARES OF STOCK ARE CONVERTED INTO
CASH, PROPERTY OR SECURITIES OF ANY ISSUER OTHER THAN THE COMPANY (A "BUSINESS
COMBINATION"), THE COMPENSATION COMMITTEE, IN ITS SOLE DISCRETION, MAY PROVIDE
FOR (I) THE SUBSTITUTION FOR SUCH OPTION OF NEW
2
AWARDS COVERING THE STOCK OF A SUCCESSOR CORPORATION (OR A PARENT OR SUBSIDIARY
THEREOF), WITH APPROPRIATE ADJUSTMENTS AS TO THE NUMBER AND KIND OF SHARES AND
EXERCISE PRICES, (II) THE ACCELERATION OF THE VESTING AND/OR EXERCISE PERIOD
PERTAINING TO THE OPTION OR (III) (1) THE CANCELLATION OF ANY PORTION OF THIS
OPTION THAT IS THEN EXERCISABLE AND THE PAYMENT TO THE HOLDER THEREOF, IN CASH
OR STOCK, OR ANY COMBINATION THEREOF, OF THE VALUE OF SUCH OPTION BASED UPON THE
PRICE PER SHARE OF STOCK RECEIVED OR TO BE RECEIVED BY OTHER STOCKHOLDERS OF THE