DIVIDEND ON COMMON STOCK
WITHOUT RECEIPT OF CONSIDERATION BY THE COMPANY, THE
NUMBER OF SHARES OF COMMON STOCK WITH RESPECT TO WHICH SUCH AWARD MAY THEREAFTER
BE EXERCISED OR SATISFIED, AS APPLICABLE, (I) IN THE EVENT OF AN INCREASE IN THE
NUMBER OF OUTSTANDING SHARES, SHALL BE PROPORTIONATELY INCREASED, AND THE
PURCHASE PRICE PER SHARE, IF ANY, SHALL BE PROPORTIONATELY REDUCED, AND (II) IN
THE EVENT OF A REDUCTION IN THE NUMBER OF OUTSTANDING SHARES, SHALL BE
PROPORTIONATELY REDUCED, AND THE PURCHASE PRICE PER SHARE, IF ANY, SHALL BE
PROPORTIONATELY INCREASED.
ANY FRACTIONAL SHARE RESULTING FROM SUCH ADJUSTMENT
SHALL BE ROUNDED UP TO THE NEXT WHOLE SHARE.
(C)
RECAPITALIZATIONS AND CORPORATE CHANGES.
IF THE COMPANY
RECAPITALIZES, RECLASSIFIES ITS CAPITAL STOCK OR OTHERWISE CHANGES ITS CAPITAL
STRUCTURE OR ANOTHER CHANGE OR EVENT OCCURS THAT CONSTITUTES AN "EQUITY
RESTRUCTURING" PURSUANT TO ACCOUNTING STANDARDS CODIFICATION TOPIC 718,
COMPENSATION - STOCK COMPENSATION, OR ANY SUCCESSOR ACCOUNTING STANDARD (A
"RECAPITALIZATION"), (A) THE COMMITTEE SHALL EQUITABLY ADJUST THE NUMBER AND
CLASS OF SHARES OF COMMON STOCK (OR OTHER SECURITIES OR PROPERTY) COVERED BY
EACH OUTSTANDING AWARD AND THE TERMS AND CONDITIONS, INCLUDING THE EXERCISE
PRICE AND PERFORMANCE CRITERIA (IF ANY), OF SUCH AWARD TO EQUITABLY REFLECT SUCH
RECAPITALIZATION AND SHALL ADJUST THE NUMBER AND CLASS OF SHARES OF COMMON STOCK
(OR OTHER SECURITIES OR PROPERTY) WITH RESPECT TO WHICH AWARDS MAY BE GRANTED
AFTER SUCH RECAPITALIZATION AND (B) THE COMMITTEE SHALL MAKE A CORRESPONDING AND
PROPORTIONATE ADJUSTMENT WITH RESPECT TO THE MAXIMUM NUMBER OF SHARES OF COMMON
STOCK (OR OTHER SECURITIES) THAT MAY BE DELIVERED WITH RESPECT TO AWARDS UNDER
THE PLAN AS PROVIDED IN PARAGRAPH V(A), THE INDIVIDUAL AWARD LIMITATIONS SET
FORTH IN PARAGRAPH V(A) AND THE CLASS OF SHARES OF COMMON STOCK (OR OTHER
SECURITIES) AVAILABLE FOR GRANT UNDER THE PLAN.
IF (I) THE COMPANY SHALL NOT
BE THE SURVIVING ENTITY IN ANY MERGER, CONSOLIDATION OR OTHER BUSINESS
COMBINATION OR REORGANIZATION (OR SURVIVES ONLY AS A SUBSIDIARY OF AN ENTITY),
(II) THE COMPANY SELLS, LEASES, OR EXCHANGES ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS TO ANY OTHER PERSON OR ENTITY, (III) THE COMPANY IS DISSOLVED AND
LIQUIDATED, (IV) ANY PERSON OR ENTITY, INCLUDING A "GROUP" AS CONTEMPLATED BY
SECTION 13(D)(3) OF THE EXCHANGE ACT, ACQUIRES OR GAINS OWNERSHIP OR CONTROL
(INCLUDING, WITHOUT LIMITATION, THE POWER TO VOTE) OF MORE THAN 50% OF THE
OUTSTANDING SHARES OF THE COMPANY'S VOTING STOCK (BASED UPON VOTING POWER), OR
(V) THE INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE, CONSTITUTE MEMBERS OF THE
BOARD (THE "INCUMBENT BOARD") CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A
MAJORITY OF THE BOARD (PROVIDED, HOWEVER, THAT ANY INDIVIDUAL BECOMING A
DIRECTOR SUBSEQUENT TO SUCH DATE WHOSE ELECTION, OR NOMINATION FOR ELECTION BY
THE COMPANY'S STOCKHOLDERS, WAS APPROVED BY A VOTE OF AT LEAST A MAJORITY OF THE
DIRECTORS THEN COMPRISING THE INCUMBENT BOARD SHALL BE CONSIDERED FOR PURPOSES
OF THIS DEFINITION AS THOUGH SUCH INDIVIDUAL WAS A MEMBER OF THE INCUMBENT
BOARD, BUT EXCLUDING, FOR THESE PURPOSES, ANY SUCH INDIVIDUAL WHOSE