NOT VESTED) AS TO ALL SHARES COVERED THEREBY FOR AT
LEAST 30 DAYS PRIOR TO SUCH EVENT.
(C)
THE EXISTENCE OF THE PLAN, THE AWARD
AGREEMENT AND THE AWARDS GRANTED HEREUNDER SHALL NOT AFFECT OR RESTRICT IN ANY
WAY THE RIGHT OR POWER OF THE COMPANY OR THE STOCKHOLDERS OF THE COMPANY TO MAKE
OR AUTHORIZE ANY ADJUSTMENT, RECAPITALIZATION, REORGANIZATION OR OTHER CHANGE IN
THE COMPANY'S CAPITAL STRUCTURE OR ITS BUSINESS, ANY MERGER OR CONSOLIDATION OF
THE COMPANY, ANY ISSUE OF STOCK OR OF OPTIONS, WARRANTS OR RIGHTS TO PURCHASE
STOCK OR OF BONDS, DEBENTURES, PREFERRED OR PRIOR PREFERENCE STOCKS WHOSE RIGHTS
ARE SUPERIOR TO OR AFFECT THE COMMON STOCK OR THE RIGHTS THEREOF OR WHICH ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK, OR THE DISSOLUTION OR
LIQUIDATION OF THE COMPANY, OR ANY SALE OR TRANSFER OF ALL OR ANY PART OF ITS
ASSETS OR BUSINESS, OR ANY OTHER CORPORATE ACT OR PROCEEDING, WHETHER OF A
SIMILAR CHARACTER OR OTHERWISE.
19.
AWARD AGREEMENT.
EACH AWARD UNDER THE PLAN
SHALL BE EVIDENCED BY AN AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS, AS
DETERMINED BY THE COMMITTEE, WHICH SHALL APPLY TO SUCH AWARD, IN ADDITION TO THE
TERMS AND CONDITIONS SPECIFIED IN THE PLAN.
20.
AMENDMENT.
THE BOARD MAY AMEND, SUSPEND OR
TERMINATE THE PLAN OR ANY PORTION THEREOF AT ANY TIME, PROVIDED, THAT, (A) NO
AMENDMENT SHALL BE MADE WITHOUT STOCKHOLDER APPROVAL IF SUCH APPROVAL IS
NECESSARY TO COMPLY WITH ANY APPLICABLE LAW, REGULATION OR STOCK EXCHANGE OR
MARKET RULE AND (B) EXCEPT AS PROVIDED IN SECTION 18, NO AMENDMENT SHALL BE MADE
THAT WOULD ADVERSELY AFFECT THE RIGHTS OF A PARTICIPANT UNDER AN AWARD
THERETOFORE GRANTED, WITHOUT SUCH PARTICIPANT'S WRITTEN CONSENT.
12
21.
CHANGE OF CONTROL.
THE COMMITTEE MAY, IN
ITS DISCRETION, PROVIDE IN ANY AWARD AGREEMENT OR AMENDMENT THERETO, WHETHER,
UPON THE OCCURRENCE OF A CHANGE IN CONTROL, ALL OPTIONS REPRESENTED BY SUCH
AWARD AGREEMENT MAY AUTOMATICALLY BECOME VESTED AND EXERCISABLE IN FULL, AND ALL
RESTRICTIONS OR PERFORMANCE CONDITIONS, IF ANY, ON ANY RESTRICTED STOCK AWARD OR
PERFORMANCE SHARE AWARD GRANTED HEREUNDER WILL AUTOMATICALLY LAPSE.
THE
COMMITTEE MAY, IN ITS DISCRETION, INCLUDE SUCH FURTHER PROVISIONS AND
LIMITATIONS IN ANY AGREEMENT DOCUMENTING SUCH AWARDS AS IT MAY DEEM EQUITABLE
AND IN THE BEST INTERESTS OF THE COMPANY.
22.
GENERAL PROVISIONS.
(A)
THE COMMITTEE MAY REQUIRE EACH PARTICIPANT
PURCHASING OR ACQUIRING SHARES PURSUANT TO AN AWARD UNDER THE PLAN TO (I) AGREE
IN WRITING TO BE BOUND BY ALL OF THE CONDITIONS AND PROVISIONS OF THE
SECURITYHOLDERS AGREEMENT AS A STOCKHOLDER AND (II) REPRESENT TO AND AGREE WITH
THE COMPANY IN WRITING THAT SUCH PARTICIPANT IS ACQUIRING THE SHARES FOR
INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION THEREOF.
(B)
ALL CERTIFICATES FOR COMMON STOCK DELIVERED
UNDER THE PLAN PURSUANT TO ANY AWARD SHALL BE SUBJECT TO SUCH STOCK-TRANSFER
ORDERS AND OTHER RESTRICTIONS AS THE COMMITTEE MAY DEEM ADVISABLE UNDER THE
RULES, REGULATIONS, AND OTHER REQUIREMENTS OF THE SECURITIES AND EXCHANGE
COMMISSION, ANY STOCK EXCHANGE UPON WHICH THE COMMON STOCK