AGENCY OR POLITICAL
SUBDIVISION THEREOF) OR OTHER ENTITY OF ANY KIND (EACH A "PERSON"), ANY OTHER
PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS OR IS CONTROLLED BY OR UNDER COMMON
CONTROL WITH SUCH PERSON. FOR THE PURPOSES OF THIS DEFINITION, "CONTROL," WHEN
USED WITH RESPECT TO ANY PERSON, MEANS THE POSSESSION, DIRECT OR INDIRECT, OF
THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF
SUCH PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR
OTHERWISE; AND THE TERMS OF "AFFILIATED," "CONTROLLING" AND "CONTROLLED" HAVE
MEANINGS CORRELATIVE TO THE FOREGOING;
provided, however, that in no event shall the Combination Transactions
constitute a Change of Control under this Agreement; and provided, further, that
no Change of Control shall be deemed to have occurred upon the acquisition of
additional control of the Company by Vivendi or by any one person or more than
one person acting as a group that beneficially owns, directly or indirectly,
more than 50% of the total outstanding voting stock of the Company.
(B)
IN THE EVENT THAT THE EXECUTIVE IS AN EMPLOYEE OF THE COMPANY AT
THE MOMENT IMMEDIATELY PRIOR TO A CHANGE OF CONTROL:
(I)
UPON THE CONSUMMATION OF THE CHANGE OF
CONTROL, ALL PRIOR OPTIONS SHALL IMMEDIATELY VEST AND REMAIN EXERCISABLE UNTIL
THEIR ORIGINAL EXPIRATION DATE, WITHOUT REGARD TO EXECUTIVE'S CONTINUED
EMPLOYMENT WITH THE COMPANY PURSUANT TO THIS AGREEMENT AND WITHOUT REGARD TO THE
TERMS OF ANY OPTION AGREEMENT OR OPTION CERTIFICATE APPLICABLE TO ANY PRIOR
OPTIONS; AND
(II)
THE EXECUTIVE SHALL IMMEDIATELY VEST, UPON
THE CONSUMMATION OF THE CHANGE OF CONTROL, IN THE NUMBER OF ADDITIONAL JUNE
OPTIONS EQUAL TO TWENTY (20%) PERCENT OF THE JUNE OPTIONS, AND ALL VESTED JUNE
OPTIONS (INCLUDING THE JUNE OPTIONS THAT VEST IN ACCORDANCE WITH THIS SECTION
8(B)) WILL REMAIN EXERCISABLE UNTIL THE ORIGINAL EXPIRATION DATE OF THE JUNE
OPTIONS.
(C)
WITH RESPECT TO EACH OUTSTANDING OPTION (AS DEFINED BELOW) AS OF
THE DATE OF THE CHANGE OF CONTROL, IN THE EVENT THAT THE CLOSING SHARE VALUE (AS
DEFINED BELOW) IS GREATER THAN
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THE EXERCISE PRICE OF ANY SUCH OUTSTANDING OPTION, THEN THE EXECUTIVE SHALL HAVE
THE RIGHT, SEPARATELY WITH RESPECT TO EACH OF THE OUTSTANDING OPTIONS, TO EITHER
(A) RETAIN THE OUTSTANDING OPTIONS, (B) EXERCISE THE OUTSTANDING OPTIONS, OR (C)
FORFEIT THE OUTSTANDING OPTIONS AND RECEIVE, IN EXCHANGE THEREFORE, A CASH
PAYMENT EQUAL TO THE NUMBER OF SHARES OF COMPANY COMMON STOCK UNDERLYING THE
OUTSTANDING OPTIONS MULTIPLIED BY THE AMOUNT THAT THE CLOSING SHARE VALUE
EXCEEDS THE EXERCISE PRICE OF THE OUTSTANDING OPTIONS. FOR PURPOSES OF THIS
SECTION 8(C):
(I)
"CLOSING SHARE VALUE" SHALL MEAN THE
CLOSING PRICE OF THE SHARES OF THE COMPANY COMMON STOCK ON THE DATE OF THE
CHANGE OF CONTROL;
(II)
THE "CLOSING PRICE" OF A SHARE OF COMPANY
COMMON STOCK ON ANY DATE SHALL MEAN THE LAST SALE PRICE, REGULAR WAY, OR, IN
CASE NO SUCH SALE TAKES PLACE ON SUCH DATE, THE AVERAGE OF THE CLOSING BID AND
ASKED PRICES, REGULAR WAY, IN EITHER