or multiple Ownership Change Events are related, and
its determination shall be final, binding and conclusive.
8.2
EFFECT OF CHANGE IN CONTROL ON OPTION.
IN THE EVENT OF A CHANGE
IN CONTROL, THE SURVIVING, CONTINUING, SUCCESSOR, OR PURCHASING CORPORATION OR
OTHER BUSINESS ENTITY OR PARENT CORPORATION THEREOF, AS THE CASE MAY BE (THE
"ACQUIRING CORPORATION"), MAY, WITHOUT THE CONSENT OF THE OPTIONEE, EITHER
ASSUME THE COMPANY'S RIGHTS AND OBLIGATIONS UNDER THE OPTION OR SUBSTITUTE FOR
THE OPTION A SUBSTANTIALLY EQUIVALENT OPTION FOR THE ACQUIRING CORPORATION'S
STOCK.
FOR PURPOSES OF THIS SECTION 8.2, THE OPTION SHALL BE DEEMED ASSUMED IF,
FOLLOWING THE CHANGE IN CONTROL, THE OPTION CONFERS THE RIGHT TO PURCHASE IN
ACCORDANCE WITH ITS TERMS AND CONDITIONS, FOR EACH SHARE OF STOCK SUBJECT TO THE
OPTION IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL, THE CONSIDERATION (WHETHER
STOCK, CASH OR OTHER SECURITIES OR PROPERTY) TO WHICH A HOLDER OF A SHARE OF
STOCK ON THE EFFECTIVE DATE OF THE CHANGE IN CONTROL WAS ENTITLED.
THE OPTION
SHALL TERMINATE AND CEASE TO BE OUTSTANDING EFFECTIVE AS OF THE DATE OF THE
CHANGE IN CONTROL TO THE EXTENT THAT THE OPTION IS NEITHER ASSUMED OR
SUBSTITUTED FOR BY THE ACQUIRING CORPORATION IN CONNECTION WITH THE CHANGE IN
CONTROL NOR EXERCISED AS OF THE DATE OF THE CHANGE IN CONTROL.
NOTWITHSTANDING
THE FOREGOING, SHARES ACQUIRED UPON EXERCISE OF THE OPTION PRIOR TO THE CHANGE
IN CONTROL AND ANY CONSIDERATION RECEIVED PURSUANT TO THE CHANGE IN CONTROL WITH
RESPECT TO SUCH SHARES SHALL CONTINUE TO BE SUBJECT TO ALL APPLICABLE PROVISIONS
OF THIS OPTION AGREEMENT EXCEPT AS OTHERWISE PROVIDED HEREIN.
FURTHERMORE,
NOTWITHSTANDING THE FOREGOING, IF THE CORPORATION THE STOCK OF WHICH IS SUBJECT
TO THE OPTION IMMEDIATELY PRIOR TO AN OWNERSHIP CHANGE EVENT DESCRIBED IN
SECTION 8.1(A)(I) CONSTITUTING A CHANGE IN CONTROL IS THE SURVIVING OR
CONTINUING CORPORATION AND IMMEDIATELY AFTER SUCH OWNERSHIP CHANGE EVENT LESS
THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF ITS VOTING STOCK
IS HELD BY ANOTHER CORPORATION OR BY OTHER CORPORATIONS THAT ARE MEMBERS OF AN
AFFILIATED GROUP WITHIN THE MEANING OF SECTION 1504(A) OF THE CODE WITHOUT
REGARD TO THE PROVISIONS OF SECTION 1504(B) OF THE CODE, THE OPTION SHALL NOT
TERMINATE UNLESS THE BOARD OTHERWISE PROVIDES IN ITS SOLE DISCRETION.
7
9.
ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
Subject to any required action by the stockholders of the Company and the
requirements of Section 409A and 424 of the Code to the extent applicable, in
the event of any change in the Stock effected without receipt of consideration
by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or similar change in the capital structure of the
Company, or in the event of payment of a dividend or distribution to the
stockholders of the Company in a form other than Stock (excepting normal cash
dividends) that has a material effect on the Fair Market Value of