FORTH IN
(B) BELOW, ALL OUTSTANDING OPTIONS THEN EXERCISABLE AND NOT EXERCISED BY THE
PARTICIPANT PRIOR TO SUCH TERMINATION OF DIRECTORSHIP SHALL REMAIN EXERCISABLE,
TO THE EXTENT EXERCISABLE AT THE TERMINATION OF DIRECTORSHIP, AT ANY TIME WITHIN
A PERIOD OF ONE YEAR FROM THE DATE OF SUCH TERMINATION OF DIRECTORSHIP, BUT IN
NO EVENT BEYOND THE EXPIRATION OF THE STATED TERM OF SUCH STOCK OPTION.
(C)
CAUSE.
UPON REMOVAL, FAILURE TO STAND FOR
REELECTION OR FAILURE TO BE RENOMINATED FOR CAUSE, OR IF THE COMPANY OBTAINS OR
DISCOVERS INFORMATION AFTER TERMINATION OF DIRECTORSHIP THAT SUCH PARTICIPANT
HAD ENGAGED IN CONDUCT THAT WOULD HAVE JUSTIFIED A REMOVAL FOR CAUSE DURING SUCH
DIRECTORSHIP, ALL OUTSTANDING OPTIONS OF SUCH PARTICIPANT SHALL IMMEDIATELY
TERMINATE AND SHALL BE NULL AND VOID.
(D)
CANCELLATION OF OPTIONS.
EXCEPT AS PROVIDED
IN (A) ABOVE, NO OPTIONS THAT WERE NOT EXERCISABLE DURING THE PERIOD SUCH PERSON
SERVES AS A DIRECTOR SHALL THEREAFTER BECOME EXERCISABLE UPON A TERMINATION OF
DIRECTORSHIP FOR ANY REASON OR NO REASON WHATSOEVER, AND SUCH OPTIONS SHALL
TERMINATE AND BECOME NULL AND VOID UPON A TERMINATION OF DIRECTORSHIP.
9.6.
CHANGES.
(A)
THE AWARDS TO A NON-EMPLOYEE DIRECTOR UNDER
ARTICLES VI AND IX SHALL BE SUBJECT TO SECTIONS 4.2(A), (B) AND (C) OF THIS PLAN
AND THIS SECTION 9.6, BUT SHALL NOT BE SUBJECT TO SECTION 4.2(D).
(B)
IF THE COMPANY SHALL NOT BE THE SURVIVING
CORPORATION IN ANY MERGER OR CONSOLIDATION, OR IF THE COMPANY IS TO BE DISSOLVED
OR LIQUIDATED, THEN, UNLESS THE SURVIVING CORPORATION ASSUMES THE OPTIONS OR
SUBSTITUTES NEW OPTIONS WHICH ARE DETERMINED BY THE BOARD IN ITS SOLE DISCRETION
TO BE SUBSTANTIALLY SIMILAR IN NATURE AND EQUIVALENT IN TERMS AND VALUE FOR
OPTIONS THEN OUTSTANDING, UPON THE EFFECTIVE DATE OF
19
SUCH MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION, ANY UNEXERCISED OPTIONS
SHALL EXPIRE WITHOUT ADDITIONAL COMPENSATION TO THE HOLDER THEREOF; PROVIDED,
THAT, THE BOARD SHALL DELIVER NOTICE TO EACH NON-EMPLOYEE DIRECTOR AT LEAST 30
DAYS PRIOR TO THE DATE OF CONSUMMATION OF SUCH MERGER, CONSOLIDATION,
DISSOLUTION OR LIQUIDATION WHICH WOULD RESULT IN THE EXPIRATION OF THE OPTIONS
AND DURING THE PERIOD FROM THE DATE ON WHICH SUCH NOTICE OF TERMINATION IS
DELIVERED TO THE CONSUMMATION OF THE MERGER, CONSOLIDATION, DISSOLUTION OR
LIQUIDATION, SUCH PARTICIPANT SHALL HAVE THE RIGHT TO EXERCISE IN FULL EFFECTIVE
AS OF SUCH CONSUMMATION ALL OPTIONS THAT ARE THEN OUTSTANDING (WITHOUT REGARD TO
LIMITATIONS ON EXERCISE OTHERWISE CONTAINED IN THE OPTIONS) BUT CONTINGENT ON
OCCURRENCE OF THE MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION, AND,
PROVIDED THAT, IF THE CONTEMPLATED TRANSACTION DOES NOT TAKE PLACE WITHIN A 90
DAY PERIOD AFTER GIVING SUCH NOTICE FOR ANY REASON WHATSOEVER, THE NOTICE,
ACCELERATED VESTING AND EXERCISE SHALL BE NULL AND VOID AND, IF AND WHEN
APPROPRIATE, NEW NOTICE SHALL BE GIVEN AS AFORESAID.
ARTICLE X.
NON-TRANSFERABILITY AND TERMINATION OF
EMPLOYMENT/CONSULTANCY PROVISIONS APPLICABLE TO STOCK OPTIONS
AND STOCK APPRECIATION RIGHTS
10.1.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10.1,
NO STOCK OPTION OR STOCK APPRECIATION RIGHT SHALL BE TRANSFERRED BY THE
PARTICIPANT OTHERWISE THAN