SUCH EVENT. THE ADMINISTRATOR MAY MAKE ADJUSTMENTS, IN
10
ITS DISCRETION, TO ADDRESS THE TREATMENT OF FRACTIONAL SHARES AND FRACTIONAL
CENTS THAT ARISE WITH RESPECT TO OUTSTANDING AWARDS AS A RESULT OF THE STOCK
DIVIDEND, STOCK SPLIT OR REVERSE STOCK SPLIT.
(B)
NON-CHANGE IN CONTROL TRANSACTIONS. EXCEPT
WITH RESPECT TO THE TRANSACTIONS SET FORTH IN SECTION 11(A), IN THE EVENT OF ANY
CHANGE AFFECTING THE COMMON STOCK, THE COMPANY OR ITS CAPITALIZATION, BY REASON
OF A SPIN-OFF, SPLIT-UP, DIVIDEND, RECAPITALIZATION, MERGER, CONSOLIDATION OR
SHARE EXCHANGE, OTHER THAN ANY SUCH CHANGE THAT IS PART OF A TRANSACTION
RESULTING IN A CHANGE IN CONTROL OF THE COMPANY, THE ADMINISTRATOR, IN ITS
DISCRETION AND WITHOUT THE CONSENT OF THE HOLDERS OF THE AWARDS, MAY MAKE
(A) APPROPRIATE ADJUSTMENTS TO THE MAXIMUM NUMBER AND KIND OF SHARES RESERVED
FOR ISSUANCE OR WITH RESPECT TO WHICH AWARDS MAY BE GRANTED UNDER THE PLAN, IN
THE AGGREGATE AND WITH RESPECT TO ANY INDIVIDUAL DURING ANY ONE FISCAL YEAR OF
THE COMPANY, AS PROVIDED IN SECTIONS 3 AND 6 OF THE PLAN; AND (B) ANY
ADJUSTMENTS IN OUTSTANDING AWARDS, INCLUDING BUT NOT LIMITED TO MODIFYING THE
NUMBER, KIND AND PRICE OF SECURITIES SUBJECT TO AWARDS.
(C)
CHANGE IN CONTROL TRANSACTIONS. EXCEPT AS
OTHERWISE SPECIFICALLY SET FORTH IN A GRANT AGREEMENT, IN THE EVENT OF ANY
TRANSACTION RESULTING IN A CHANGE IN CONTROL OF THE COMPANY, OUTSTANDING OPTIONS
AND SAR'S UNDER THIS PLAN WILL TERMINATE UPON THE EFFECTIVE TIME OF SUCH CHANGE
IN CONTROL UNLESS PROVISION IS MADE IN CONNECTION WITH THE TRANSACTION FOR THE
CONTINUATION OR ASSUMPTION OF SUCH AWARDS BY, OR FOR THE SUBSTITUTION OF THE
EQUIVALENT AWARDS OF, THE SURVIVING OR SUCCESSOR ENTITY OR A PARENT THEREOF. IN
THE EVENT OF SUCH TERMINATION, (A) THE OUTSTANDING OPTIONS AND SAR'S THAT WILL
TERMINATE UPON THE EFFECTIVE TIME OF THE CHANGE IN CONTROL SHALL BECOME FULLY
VESTED IMMEDIATELY BEFORE THE EFFECTIVE TIME OF THE CHANGE IN CONTROL AND
(B) THE HOLDERS OF OPTIONS AND SAR'S UNDER THE PLAN WILL BE PERMITTED, FOR A
PERIOD OF AT LEAST FIFTEEN DAYS PRIOR TO THE EFFECTIVE TIME OF THE CHANGE IN
CONTROL, TO EXERCISE ALL PORTIONS OF SUCH AWARDS THAT ARE THEN EXERCISABLE OR
WHICH BECOME EXERCISABLE UPON OR BEFORE THE EFFECTIVE TIME OF THE CHANGE IN
CONTROL; PROVIDED, HOWEVER, THAT ANY SUCH EXERCISE OF ANY PORTION OF SUCH AN
AWARD WHICH BECOMES EXERCISABLE AS A RESULT OF SUCH CHANGE IN CONTROL SHALL BE
DEEMED TO OCCUR IMMEDIATELY BEFORE THE EFFECTIVE TIME OF SUCH CHANGE IN CONTROL.
(D)
UNUSUAL OR NONRECURRING EVENTS. THE
ADMINISTRATOR IS AUTHORIZED TO MAKE, IN ITS DISCRETION AND WITHOUT THE CONSENT
OF HOLDERS OF AWARDS, ADJUSTMENTS IN THE TERMS AND CONDITIONS OF, AND THE
CRITERIA INCLUDED IN, AWARDS IN RECOGNITION OF UNUSUAL OR NONRECURRING EVENTS
AFFECTING THE COMPANY, OR THE FINANCIAL STATEMENTS OF THE COMPANY OR ANY
AFFILIATE, OR OF CHANGES IN APPLICABLE LAWS, REGULATIONS, OR ACCOUNTING
PRINCIPLES, WHENEVER THE ADMINISTRATOR DETERMINES THAT SUCH ADJUSTMENTS ARE
APPROPRIATE IN ORDER TO PREVENT DILUTION OR ENLARGEMENT OF