OR
PROPERTY) RECEIVED IN THE MERGER OR SALE OF ASSETS BY HOLDERS OF COMMON STOCK
FOR EACH SHARE HELD ON THE EFFECTIVE DATE OF THE TRANSACTION (AND IF HOLDERS
WERE OFFERED A CHOICE OF CONSIDERATION, THE TYPE OF CONSIDERATION CHOSEN BY THE
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES); PROVIDED, HOWEVER, THAT IF
SUCH CONSIDERATION RECEIVED IN THE MERGER OR SALE OF ASSETS IS NOT SOLELY COMMON
STOCK OF THE SUCCESSOR CORPORATION OR ITS PARENT, THE ADMINISTRATOR MAY, WITH
THE CONSENT OF THE SUCCESSOR CORPORATION, PROVIDE FOR THE CONSIDERATION TO BE
RECEIVED UPON THE EXERCISE OF THE OPTION OR STOCK PURCHASE RIGHT, FOR EACH SHARE
OF OPTIONED STOCK SUBJECT TO THE OPTION OR STOCK PURCHASE RIGHT, TO BE SOLELY
COMMON STOCK OF THE SUCCESSOR CORPORATION OR ITS PARENT EQUAL IN FAIR MARKET
VALUE TO THE PER SHARE CONSIDERATION RECEIVED BY HOLDERS OF COMMON STOCK IN THE
MERGER OR SALE OF ASSETS.
14.
DATE OF GRANT.
THE DATE OF GRANT OF AN OPTION OR STOCK PURCHASE
RIGHT SHALL BE, FOR ALL PURPOSES, THE DATE ON WHICH THE ADMINISTRATOR MAKES THE
DETERMINATION GRANTING SUCH OPTION OR STOCK PURCHASE RIGHT, OR SUCH OTHER LATER
DATE AS IS DETERMINED BY THE ADMINISTRATOR.
NOTICE OF THE DETERMINATION SHALL
BE PROVIDED TO EACH OPTIONEE WITHIN A REASONABLE TIME AFTER THE DATE OF SUCH
GRANT.
15.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION.
THE BOARD MAY AT ANY TIME AMEND,
ALTER, SUSPEND OR TERMINATE THE PLAN.
(B)
STOCKHOLDER APPROVAL.
THE COMPANY SHALL OBTAIN STOCKHOLDER
APPROVAL OF ANY PLAN AMENDMENT TO THE EXTENT NECESSARY AND DESIRABLE TO COMPLY
WITH APPLICABLE LAWS.
(C)
EFFECT OF AMENDMENT OR TERMINATION.
NO AMENDMENT, ALTERATION,
SUSPENSION OR TERMINATION OF THE PLAN SHALL IMPAIR THE RIGHTS OF ANY OPTIONEE,
UNLESS MUTUALLY AGREED OTHERWISE BETWEEN THE OPTIONEE AND THE ADMINISTRATOR,
WHICH AGREEMENT MUST BE IN WRITING AND SIGNED BY THE OPTIONEE AND THE COMPANY.
TERMINATION OF THE PLAN SHALL NOT AFFECT THE ADMINISTRATOR'S ABILITY TO EXERCISE
THE POWERS GRANTED TO IT HEREUNDER WITH RESPECT TO OPTIONS GRANTED UNDER THE
PLAN PRIOR TO THE DATE OF SUCH TERMINATION.
16.
CONDITIONS UPON ISSUANCE OF SHARES.
(A)
LEGAL COMPLIANCE.
SHARES SHALL NOT BE ISSUED PURSUANT TO THE
EXERCISE OF AN OPTION OR STOCK PURCHASE RIGHT UNLESS THE EXERCISE OF SUCH OPTION
OR STOCK PURCHASE RIGHT AND THE
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ISSUANCE AND DELIVERY OF SUCH SHARES SHALL COMPLY WITH APPLICABLE LAWS AND SHALL
BE FURTHER SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY WITH RESPECT TO
SUCH COMPLIANCE.
(B)
INVESTMENT REPRESENTATIONS.
AS A CONDITION TO THE EXERCISE OF AN
OPTION OR STOCK PURCHASE RIGHT, THE COMPANY MAY REQUIRE THE PERSON EXERCISING
SUCH OPTION OR STOCK PURCHASE RIGHT TO REPRESENT AND WARRANT AT THE TIME OF ANY
SUCH EXERCISE THAT THE SHARES ARE BEING PURCHASED ONLY FOR INVESTMENT AND
WITHOUT ANY PRESENT INTENTION TO SELL OR DISTRIBUTE SUCH SHARES IF, IN THE
OPINION OF COUNSEL FOR THE COMPANY, SUCH A REPRESENTATION IS REQUIRED.
17.
INABILITY TO OBTAIN AUTHORITY.
THE INABILITY OF THE COMPANY TO
OBTAIN