receive shares of Common Stock to be delivered in the future.
Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled.
Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Board shall determine.
Subject to the
provisions of the Plan, the Board shall determine the conditions of each Other
Stock Unit Awards, including any purchase price applicable thereto.
At the time
any Award is granted, the Board may provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant will instead
receive an instrument evidencing the Participant's right to future delivery of
the Common Stock.
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
DISTRIBUTION TO HOLDERS OF COMMON STOCK OTHER THAN AN ORDINARY CASH DIVIDEND,
(I) THE NUMBER AND CLASS OF SECURITIES AVAILABLE UNDER THIS PLAN, (II) THE
SUB-LIMITS SET FORTH IN SECTION 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 RELATED PROVISIONS OF EACH STOCK
APPRECIATION RIGHT, (V) THE REPURCHASE PRICE PER SHARE SUBJECT TO EACH
OUTSTANDING RESTRICTED STOCK AWARD AND (VI) THE SHARE- AND PER-SHARE-RELATED
PROVISIONS OF EACH OUTSTANDING OTHER STOCK UNIT AWARD, SHALL BE APPROPRIATELY
ADJUSTED BY THE COMPANY (OR SUBSTITUTED AWARDS MAY BE MADE, IF APPLICABLE) TO
THE EXTENT DETERMINED BY THE BOARD.
(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
EXCHANGE OF ALL OF THE COMMON STOCK OF THE COMPANY FOR CASH, SECURITIES OR OTHER
PROPERTY PURSUANT TO A SHARE EXCHANGE TRANSACTION OR (C) ANY LIQUIDATION OR
DISSOLUTION OF THE COMPANY.
(2)
CONSEQUENCES OF A REORGANIZATION EVENT ON AWARDS OTHER THAN
RESTRICTED STOCK AWARDS.
IN CONNECTION WITH A REORGANIZATION EVENT, THE BOARD
SHALL TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS AS TO ALL OR ANY OUTSTANDING
AWARDS ON SUCH TERMS AS THE BOARD DETERMINES:
(I) PROVIDE THAT AWARDS SHALL BE
ASSUMED, OR SUBSTANTIALLY EQUIVALENT AWARDS SHALL BE SUBSTITUTED, BY THE
ACQUIRING OR SUCCEEDING CORPORATION (OR AN AFFILIATE THEREOF), (II) UPON WRITTEN
NOTICE TO A PARTICIPANT, PROVIDE THAT THE PARTICIPANT'S UNEXERCISED OPTIONS OR
OTHER UNEXERCISED AWARDS SHALL
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BECOME EXERCISABLE IN FULL AND WILL TERMINATE IMMEDIATELY PRIOR TO THE
CONSUMMATION OF SUCH REORGANIZATION EVENT UNLESS EXERCISED BY THE PARTICIPANT
WITHIN A SPECIFIED PERIOD FOLLOWING THE DATE