SHARES) AND PROVIDES FOR SUBSEQUENT
PAY-OUT IN ACCORDANCE WITH THE SAME OPTION EXERCISE SCHEDULE SET FORTH IN THE
GRANT NOTICE.
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(B)
IMMEDIATELY FOLLOWING THE CONSUMMATION OF
THE CHANGE IN CONTROL, THIS OPTION SHALL TERMINATE AND CEASE TO BE OUTSTANDING,
EXCEPT TO THE EXTENT ASSUMED BY THE SUCCESSOR CORPORATION (OR PARENT THEREOF) OR
OTHERWISE EXPRESSLY CONTINUED IN FULL FORCE AND EFFECT PURSUANT TO THE TERMS OF
THE CHANGE IN CONTROL.
(C)
IF THIS OPTION IS ASSUMED IN CONNECTION
WITH A CHANGE IN CONTROL, THEN THIS OPTION SHALL BE APPROPRIATELY ADJUSTED,
IMMEDIATELY AFTER SUCH CHANGE IN CONTROL, TO APPLY TO THE NUMBER AND CLASS OF
SECURITIES WHICH WOULD HAVE BEEN ISSUABLE TO OPTIONEE IN CONSUMMATION OF SUCH
CHANGE IN CONTROL HAD THE OPTION BEEN EXERCISED IMMEDIATELY PRIOR TO SUCH CHANGE
IN CONTROL, AND APPROPRIATE ADJUSTMENTS SHALL ALSO BE MADE TO THE EXERCISE
PRICE, PROVIDED THE AGGREGATE EXERCISE PRICE SHALL REMAIN THE SAME.
(D)
THIS AGREEMENT SHALL NOT IN ANY WAY AFFECT
THE RIGHT OF THE CORPORATION TO ADJUST, RECLASSIFY, REORGANIZE OR OTHERWISE
CHANGE ITS CAPITAL OR BUSINESS STRUCTURE OR TO MERGE, CONSOLIDATE, DISSOLVE,
LIQUIDATE OR SELL OR TRANSFER ALL OR ANY PART OF ITS BUSINESS OR ASSETS.
7.
ADJUSTMENT IN OPTION SHARES.
SHOULD
ANY CHANGE BE MADE TO THE COMMON STOCK BY REASON OF ANY STOCK SPLIT, STOCK
DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF SHARES OR OTHER
CHANGE AFFECTING THE OUTSTANDING COMMON STOCK AS A CLASS WITHOUT THE
CORPORATION'S RECEIPT OF CONSIDERATION, APPROPRIATE ADJUSTMENTS SHALL BE MADE TO
(I) THE TOTAL NUMBER AND/OR CLASS OF SECURITIES SUBJECT TO THIS OPTION AND
(II) THE EXERCISE PRICE IN ORDER TO REFLECT SUCH CHANGE AND THEREBY PRECLUDE A
DILUTION OR ENLARGEMENT OF BENEFITS HEREUNDER.
8.
STOCKHOLDER RIGHTS.
THE HOLDER OF THIS
OPTION SHALL NOT HAVE ANY STOCKHOLDER RIGHTS WITH RESPECT TO THE OPTION SHARES
UNTIL SUCH PERSON SHALL HAVE EXERCISED THE OPTION, PAID THE EXERCISE PRICE AND
BECOME A HOLDER OF RECORD OF THE PURCHASED SHARES.
9.
MANNER OF EXERCISING OPTION.
IN ORDER
TO EXERCISE THIS OPTION WITH RESPECT TO ALL OR ANY PART OF THE OPTION SHARES FOR
WHICH THIS OPTION IS AT THE TIME EXERCISABLE, OPTIONEE (OR ANY OTHER PERSON OR
PERSONS EXERCISING THE OPTION) MUST TAKE THE FOLLOWING ACTIONS:
(I)
EXECUTE AND DELIVER TO THE CORPORATION A
NOTICE OF EXERCISE FOR THE OPTION SHARES FOR WHICH THE OPTION IS EXERCISED.
(II)
PAY THE AGGREGATE EXERCISE PRICE FOR THE
PURCHASED SHARES IN ONE OR MORE OF THE FOLLOWING FORMS:
(A)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION;
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(B)
A PROMISSORY NOTE PAYABLE TO THE CORPORATION,
BUT ONLY TO THE EXTENT AUTHORIZED BY THE PLAN ADMINISTRATOR IN ACCORDANCE WITH
PARAGRAPH 13;
(C)
SHARES OF COMMON STOCK HELD BY OPTIONEE (OR
ANY OTHER PERSON OR PERSONS EXERCISING THE OPTION) FOR THE REQUISITE PERIOD
NECESSARY TO AVOID A CHARGE TO THE CORPORATION'S EARNINGS FOR FINANCIAL
REPORTING PURPOSES AND VALUED AT FAIR MARKET VALUE ON THE EXERCISE DATE; OR
(D)
THROUGH A SPECIAL SALE AND REMITTANCE
PROCEDURE PURSUANT TO WHICH OPTIONEE