AND AT SUCH TIMES AS IT DEEMS
APPROPRIATE AND EQUITABLE IN THE CIRCUMSTANCES, MAKE ADJUSTMENTS IN THE NUMBER,
AMOUNT AND TYPE OF SHARES (OR OTHER SECURITIES OR PROPERTY) SUBJECT TO THE STOCK
APPRECIATION RIGHT, THE BASE PRICE AND THE SECURITIES DELIVERABLE UPON EXERCISE
OF THE STOCK APPRECIATION RIGHT (OR ANY COMBINATION THEREOF) OR PROVIDE FOR A
CASH PAYMENT OR THE ASSUMPTION, SUBSTITUTION OR EXCHANGE OF THE STOCK
APPRECIATION RIGHT OR THE SHARES OR OTHER SECURITIES SUBJECT TO THE STOCK
APPRECIATION RIGHT, BASED UPON THE DISTRIBUTION OR CONSIDERATION PAYABLE TO
STOCKHOLDERS GENERALLY.
ALL RIGHTS OF THE GRANTEE HEREUNDER ARE SUBJECT TO SUCH
ADJUSTMENTS AND OTHER PROVISIONS OF THE PLAN.
7.
POSSIBLE EARLY TERMINATION OF AWARD.
AS PERMITTED BY SECTION 6.2(B) OF
THE PLAN, AND WITHOUT LIMITING THE AUTHORITY OF THE COMMITTEE UNDER OTHER
PROVISIONS OF SECTION 6.2 OF THE PLAN OR SECTION 5 OF THIS AGREEMENT, THE
COMMITTEE RETAINS THE RIGHT TO TERMINATE THE STOCK APPRECIATION RIGHT, TO THE
EXTENT IT HAS NOT VESTED, UPON A DISSOLUTION OF THE CORPORATION OR A
REORGANIZATION EVENT OR TRANSACTION IN WHICH THE CORPORATION DOES NOT SURVIVE
(OR DOES NOT SURVIVE AS A PUBLIC COMPANY IN RESPECT OF ITS OUTSTANDING COMMON
STOCK).
THIS SECTION 7 IS NOT INTENDED TO PREVENT FUTURE VESTING (INCLUDING
PROVISION FOR FUTURE VESTING) IF THE STOCK APPRECIATION RIGHT (OR A SUBSTITUTED
AWARD) REMAINS OUTSTANDING FOLLOWING A CHANGE IN CONTROL EVENT.
8.
CHANGE IN SUBSIDIARY'S STATUS; LEAVES OF ABSENCE.
IF THE GRANTEE IS
EMPLOYED ONLY BY AN ENTITY THAT CEASES TO BE A SUBSIDIARY, THIS EVENT IS DEEMED
FOR PURPOSES OF THIS AGREEMENT TO BE A TERMINATION OF THE GRANTEE'S EMPLOYMENT
BY THE COMPANY OTHER THAN A TERMINATION FOR CAUSE, TOTAL DISABILITY, RETIREMENT
OR DEATH OF THE GRANTEE.
ABSENCE FROM WORK CAUSED BY MILITARY SERVICE,
AUTHORIZED SICK LEAVE OR OTHER LEAVE APPROVED IN WRITING BY THE COMPANY OR THE
COMMITTEE SHALL NOT BE CONSIDERED A TERMINATION OF EMPLOYMENT BY THE COMPANY FOR
PURPOSES OF SECTION 4 ONLY IF REEMPLOYMENT UPON THE EXPIRATION OF SUCH LEAVE IS
REQUIRED BY CONTRACT OR LAW, OR SUCH LEAVE IS FOR A PERIOD OF NOT MORE THAN 90
DAYS.
4
9.
LIMITATIONS ON ACCELERATION AND REDUCTION IN BENEFITS IN EVENT OF TAX
LIMITATIONS.
(A)
LIMITATION ON ACCELERATION.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
[(EXCEPT AS OTHERWISE PROVIDED IN SECTION 18 HEREOF)] OR IN THE PLAN OR ANY
OTHER AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE VESTING OF THE STOCK
APPRECIATION RIGHT BE ACCELERATED PURSUANT TO SECTION 6.3 OF THE PLAN OR
SECTION 6 HEREOF TO THE EXTENT THAT THE COMPANY WOULD BE DENIED A FEDERAL INCOME
TAX DEDUCTION FOR SUCH VESTING BECAUSE OF SECTION 280G OF THE CODE AND, IN SUCH
CIRCUMSTANCES, THE STOCK APPRECIATION RIGHT WILL CONTINUE TO VEST IN ACCORDANCE
WITH AND SUBJECT TO THE OTHER PROVISIONS HEREOF.
(B)
REDUCTION IN BENEFITS.
IF THE GRANTEE WOULD BE ENTITLED TO BENEFITS,
PAYMENTS OR COVERAGE HEREUNDER AND UNDER ANY OTHER PLAN, PROGRAM OR AGREEMENT
THAT WOULD CONSTITUTE "PARACHUTE PAYMENTS," THEN, NOTWITHSTANDING ANY OTHER
PROVISION HEREOF, SUCH