TRANSFER OR
ASSIGNMENT.
IF, IN THE DISCRETION OF DEALER, DEALER IS UNABLE TO EFFECT SUCH
TRANSFER OR ASSIGNMENT AFTER ITS COMMERCIALLY REASONABLE EFFORTS ON PRICING
TERMS REASONABLY ACCEPTABLE TO DEALER, DEALER MAY DESIGNATE ANY SCHEDULED
TRADING DAY AS AN EARLY TERMINATION DATE AND AN ADDITIONAL TERMINATION DATE
SHALL BE DEEMED TO OCCUR WITH RESPECT TO A PORTION (THE "TERMINATED PORTION") OF
THIS TRANSACTION, ALLOCATED TO COMPONENTS AS DEALER DETERMINES IN ITS
DISCRETION, SUCH THAT THE EQUITY PERCENTAGE FOLLOWING SUCH PARTIAL TERMINATION
WILL BE EQUAL TO OR LESS THAN 8.5%.
IN THE EVENT THAT DEALER SO DESIGNATES AN
EARLY TERMINATION DATE WITH RESPECT TO A PORTION OF THIS TRANSACTION, A PAYMENT
SHALL BE MADE PURSUANT TO SECTION 6 OF THE AGREEMENT AS IF (I) AN EARLY
TERMINATION DATE HAD BEEN DESIGNATED IN RESPECT OF A TRANSACTION HAVING TERMS
IDENTICAL TO THIS TRANSACTION AND A NUMBER OF OPTIONS EQUAL TO THE TERMINATED
PORTION, (II) COUNTERPARTY SHALL BE THE AFFECTED PARTY WITH RESPECT TO SUCH
PARTIAL TERMINATION AND (III) SUCH PORTION OF THIS TRANSACTION SHALL BE THE ONLY
AFFECTED TRANSACTION.
THE "EQUITY PERCENTAGE" AS OF ANY DAY IS THE FRACTION
(A) THE NUMERATOR OF WHICH IS THE NUMBER OF SHARES THAT DEALER OR ANY OF ITS
AFFILIATES THAT ARE SUBJECT TO AGGREGATION WITH DEALER BENEFICIALLY OWN (WITHIN
THE MEANING OF SECTION 13 OF THE EXCHANGE ACT) ON SUCH DAY AND (B) THE
DENOMINATOR OF WHICH IS THE NUMBER OF SHARES OUTSTANDING ON SUCH DAY.
NOTWITHSTANDING SECTION 7 OF THE AGREEMENT, COUNTERPARTY MAY ASSIGN ITS RIGHTS
AND OBLIGATIONS UNDER THIS TRANSACTION, IN WHOLE OR IN PART, ON TERMS REASONABLY
ACCEPTABLE TO BOTH PARTIES, WITHOUT ANY PAYMENT BEING OWED FROM COUNTERPARTY TO
DEALER.
9.
EXTENSION OF SETTLEMENT.
DEALER MAY DIVIDE ANY COMPONENT INTO
ADDITIONAL COMPONENTS AND DESIGNATE THE EXPIRATION DATE, THE FINAL DISRUPTION
DATE AND THE NUMBER OF OPTIONS FOR EACH SUCH COMPONENT IF DEALER DETERMINES, IN
ITS REASONABLE DISCRETION, THAT SUCH FURTHER DIVISION IS NECESSARY OR ADVISABLE
TO PRESERVE DEALER'S HEDGING ACTIVITY HEREUNDER IN LIGHT OF EXISTING LIQUIDITY
CONDITIONS OR TO ENABLE DEALER TO EFFECT PURCHASES OF SHARES IN CONNECTION WITH
ITS HEDGING ACTIVITY HEREUNDER IN A MANNER THAT WOULD, IF DEALER WERE
COUNTERPARTY OR AN AFFILIATED PURCHASER OF COUNTERPARTY, BE COMPLIANT WITH
APPLICABLE LEGAL AND REGULATORY REQUIREMENTS.
10.
EARLY TERMINATION RIGHT.
COUNTERPARTY MAY ELECT TO TERMINATE THIS
TRANSACTION, IN WHOLE OR IN PART, PRIOR TO THE RELEVANT EXPIRATION DATE, ON
TERMS ACCEPTABLE TO BOTH PARTIES, AND, IF SUCH TERMINATION OCCURS FOLLOWING THE
PAYMENT OF THE PREMIUMS FOR ALL COMPONENTS, WITHOUT ANY PAYMENT BEING OWED FROM
COUNTERPARTY TO DEALER.
11.
EQUITY RIGHTS.
DEALER ACKNOWLEDGES AND AGREES THAT THIS
CONFIRMATION IS NOT INTENDED TO CONVEY TO IT RIGHTS WITH RESPECT TO THE
TRANSACTION THAT ARE SENIOR TO THE CLAIMS OF COMMON STOCKHOLDERS IN THE EVENT OF
COUNTERPARTY'S BANKRUPTCY.
FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT
THE PRECEDING SENTENCE SHALL NOT APPLY AT ANY TIME OTHER THAN DURING
COUNTERPARTY'S BANKRUPTCY TO ANY CLAIM ARISING AS A RESULT OF A BREACH BY
COUNTERPARTY OF ANY