THE COMPANY,
THE OUTSTANDING SHARES OF STOCK ARE CONVERTED INTO OR EXCHANGED FOR SECURITIES
OF THE COMPANY OR ANY SUCCESSOR ENTITY (OR A PARENT OR SUBSIDIARY THEREOF), THE
ADMINISTRATOR SHALL MAKE AN APPROPRIATE OR PROPORTIONATE ADJUSTMENT IN (I) THE
MAXIMUM NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN, INCLUDING THE
MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED IN THE FORM OF INCENTIVE STOCK
OPTIONS, (II) THE NUMBER OF STOCK OPTIONS OR STOCK APPRECIATION RIGHTS THAT CAN
BE GRANTED TO ANY ONE INDIVIDUAL GRANTEE AND THE MAXIMUM NUMBER OF SHARES THAT
MAY BE GRANTED UNDER A PERFORMANCE-BASED AWARD, (III) THE NUMBER AND KIND OF
SHARES OR OTHER SECURITIES SUBJECT TO ANY THEN OUTSTANDING AWARDS UNDER THE
PLAN, (IV) THE REPURCHASE PRICE, IF ANY, PER SHARE SUBJECT TO EACH OUTSTANDING
RESTRICTED STOCK AWARD, AND (V) THE EXERCISE PRICE FOR EACH SHARE SUBJECT TO ANY
THEN OUTSTANDING STOCK OPTIONS AND STOCK APPRECIATION RIGHTS UNDER THE PLAN,
WITHOUT CHANGING THE AGGREGATE EXERCISE PRICE (I.E., THE EXERCISE PRICE
MULTIPLIED BY THE NUMBER OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS) AS TO
WHICH SUCH STOCK OPTIONS AND STOCK APPRECIATION RIGHTS REMAIN EXERCISABLE.
THE
ADMINISTRATOR SHALL ALSO MAKE EQUITABLE OR PROPORTIONATE ADJUSTMENTS IN THE
NUMBER OF SHARES SUBJECT TO OUTSTANDING AWARDS AND THE EXERCISE PRICE AND THE
TERMS OF OUTSTANDING AWARDS TO TAKE INTO CONSIDERATION CASH DIVIDENDS PAID OTHER
THAN IN THE ORDINARY COURSE OR ANY OTHER EXTRAORDINARY CORPORATE EVENT.
THE
ADJUSTMENT BY THE ADMINISTRATOR SHALL BE FINAL, BINDING AND CONCLUSIVE.
NO
FRACTIONAL SHARES OF STOCK SHALL BE ISSUED UNDER THE PLAN RESULTING FROM ANY
SUCH ADJUSTMENT, BUT THE ADMINISTRATOR IN ITS DISCRETION MAY MAKE A CASH PAYMENT
IN LIEU OF FRACTIONAL SHARES.
(D)
MERGERS AND OTHER TRANSACTIONS.
EXCEPT AS THE ADMINISTRATOR MAY
OTHERWISE SPECIFY WITH RESPECT TO PARTICULAR AWARDS IN THE RELEVANT AWARD
CERTIFICATE, IN THE CASE OF AND SUBJECT TO THE CONSUMMATION OF A SALE EVENT, ALL
OPTIONS AND STOCK APPRECIATION RIGHTS THAT ARE NOT EXERCISABLE IMMEDIATELY PRIOR
TO THE EFFECTIVE TIME OF THE SALE EVENT SHALL BECOME FULLY EXERCISABLE AS OF THE
EFFECTIVE TIME OF THE SALE EVENT, ALL OTHER AWARDS WITH TIME-BASED VESTING,
CONDITIONS OR RESTRICTIONS SHALL BECOME FULLY VESTED AND NONFORFEITABLE AS OF
THE EFFECTIVE TIME OF THE SALE EVENT AND ALL AWARDS WITH CONDITIONS AND
RESTRICTIONS RELATING TO THE ATTAINMENT OF PERFORMANCE GOALS MAY BECOME VESTED
AND NONFORFEITABLE IN CONNECTION WITH A SALE EVENT IN THE ADMINISTRATOR'S
DISCRETION.
UPON THE EFFECTIVE TIME OF THE SALE EVENT, THE PLAN AND ALL
OUTSTANDING AWARDS GRANTED HEREUNDER SHALL TERMINATE, UNLESS PROVISION IS MADE
IN CONNECTION WITH THE SALE EVENT IN THE SOLE DISCRETION OF THE PARTIES THERETO
FOR THE ASSUMPTION OR CONTINUATION OF AWARDS THERETOFORE GRANTED BY THE
SUCCESSOR ENTITY, OR THE SUBSTITUTION OF SUCH AWARDS WITH NEW AWARDS OF THE
SUCCESSOR ENTITY OR PARENT THEREOF, WITH APPROPRIATE ADJUSTMENT AS TO THE NUMBER
AND KIND OF SHARES AND, IF APPROPRIATE, THE PER SHARE EXERCISE PRICES, AS SUCH
PARTIES SHALL AGREE (AFTER TAKING INTO ACCOUNT ANY ACCELERATION HEREUNDER).
IN
THE EVENT OF SUCH