COMMON STOCK, AND OTHER AWARDS
THAT ARE VALUED IN WHOLE OR IN PART BY REFERENCE TO, OR ARE OTHERWISE BASED ON,
SHARES OF COMMON STOCK OR OTHER PROPERTY, MAY BE GRANTED HEREUNDER TO
PARTICIPANTS ("OTHER STOCK-BASED-AWARDS"), INCLUDING WITHOUT LIMITATION AWARDS
ENTITLING RECIPIENTS TO RECEIVE SHARES OF COMMON STOCK TO BE DELIVERED IN THE
FUTURE.
OTHER STOCK-BASED AWARDS MAY BE PAID IN SHARES OF COMMON STOCK OR CASH,
AS THE BOARD SHALL DETERMINE.
THE COMPANY MAY ALSO GRANT PERFORMANCE AWARDS OR
OTHER AWARDS DENOMINATED IN CASH RATHER THAN SHARES OF COMMON STOCK ("CASH-BASED
AWARDS").
(B)
TERMS AND CONDITIONS.
SUBJECT TO THE PROVISIONS OF THE PLAN, THE
BOARD SHALL DETERMINE THE TERMS AND CONDITIONS OF EACH OTHER STOCK-BASED AWARD
OR CASH-BASED AWARDS, INCLUDING ANY PURCHASE PRICE APPLICABLE THERETO.
10.
Adjustments for Changes in Common Stock and Certain Other Events
(A)
CHANGES IN CAPITALIZATION.
IN THE EVENT OF ANY STOCK SPLIT,
REVERSE STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES,
RECLASSIFICATION OF SHARES, SPIN-OFF OR OTHER SIMILAR CHANGE IN CAPITALIZATION
OR EVENT, OR ANY DIVIDEND OR DISTRIBUTION TO HOLDERS OF COMMON STOCK OTHER THAN
AN ORDINARY CASH DIVIDEND, (I) THE NUMBER AND CLASS OF SECURITIES AVAILABLE
UNDER THE PLAN, (II) THE SUB-LIMITS AND SHARE COUNTING RULES SET FORTH IN
SECTIONS 4(A) AND 4(B), (III) THE NUMBER AND CLASS OF SECURITIES AND EXERCISE
PRICE PER SHARE OF EACH OUTSTANDING OPTION AND EACH OPTION ISSUABLE UNDER
SECTION 6, (IV) THE SHARE- AND PER-SHARE PROVISIONS AND THE MEASUREMENT PRICE OF
EACH SAR, (V) THE NUMBER OF SHARES SUBJECT TO AND THE REPURCHASE PRICE PER SHARE
SUBJECT TO EACH OUTSTANDING RESTRICTED STOCK AWARD AND (VI) THE SHARE- AND
PER-SHARE-RELATED PROVISIONS AND THE PURCHASE PRICE, IF ANY, OF EACH OUTSTANDING
OTHER STOCK-BASED AWARD, SHALL BE EQUITABLY ADJUSTED BY THE COMPANY (OR
SUBSTITUTED AWARDS MAY BE MADE, IF APPLICABLE) IN THE MANNER DETERMINED BY THE
BOARD.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT THE
COMPANY EFFECTS A SPLIT OF THE COMMON STOCK BY MEANS OF A STOCK DIVIDEND AND THE
EXERCISE PRICE OF AND THE NUMBER OF SHARES SUBJECT TO AN OUTSTANDING OPTION ARE
ADJUSTED AS OF THE DATE OF THE DISTRIBUTION OF THE DIVIDEND (RATHER THAN AS OF
THE RECORD DATE FOR SUCH DIVIDEND), THEN AN OPTIONEE WHO EXERCISES AN OPTION
BETWEEN THE RECORD DATE AND THE DISTRIBUTION DATE FOR SUCH STOCK DIVIDEND SHALL
BE ENTITLED TO RECEIVE, ON THE DISTRIBUTION DATE, THE STOCK DIVIDEND WITH
RESPECT TO THE SHARES OF COMMON STOCK ACQUIRED UPON SUCH OPTION EXERCISE,
NOTWITHSTANDING THE FACT THAT SUCH SHARES WERE NOT OUTSTANDING AS OF THE CLOSE
OF BUSINESS ON THE RECORD DATE FOR SUCH STOCK DIVIDEND.
9
(B)
REORGANIZATION EVENTS.
(1)
DEFINITION.
A "REORGANIZATION EVENT" SHALL MEAN:
(A) ANY MERGER
OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER ENTITY AS A RESULT OF WHICH
ALL OF THE COMMON STOCK OF THE COMPANY IS CONVERTED INTO OR EXCHANGED FOR THE
RIGHT TO RECEIVE CASH, SECURITIES OR OTHER PROPERTY OR IS CANCELLED, (B) ANY
TRANSFER OR DISPOSITION OF ALL OF