OF
ANY CHANGE IN CONTROL, THE REPURCHASE RIGHT SHALL AUTOMATICALLY LAPSE IN ITS
ENTIRETY AND THE PURCHASED SHARES SHALL VEST IN FULL, EXCEPT TO THE EXTENT THE
REPURCHASE RIGHT IS ASSIGNED TO THE SUCCESSOR CORPORATION (OR PARENT THEREOF) OR
OTHERWISE CONTINUES IN FULL FORCE AND EFFECT PURSUANT TO THE TERMS OF THE CHANGE
IN CONTROL.
(B)
TO THE EXTENT THE REPURCHASE RIGHT REMAINS
IN EFFECT FOLLOWING A CHANGE IN CONTROL, SUCH RIGHT SHALL APPLY TO THE NEW
CAPITAL STOCK OR OTHER PROPERTY (INCLUDING ANY CASH PAYMENTS) RECEIVED IN
EXCHANGE FOR THE PURCHASED SHARES IN CONSUMMATION OF THE CHANGE IN CONTROL, BUT
ONLY TO THE EXTENT THE PURCHASED SHARES ARE AT THE TIME COVERED BY SUCH RIGHT.
APPROPRIATE ADJUSTMENTS SHALL BE MADE TO THE PRICE PER SHARE PAYABLE UPON
EXERCISE OF THE REPURCHASE RIGHT TO REFLECT THE EFFECT OF THE CHANGE IN CONTROL
UPON THE CORPORATION'S CAPITAL STRUCTURE; PROVIDED, HOWEVER, THAT THE AGGREGATE
PURCHASE PRICE SHALL REMAIN THE SAME.
ANY CAPITAL STOCK OR OTHER PROPERTY
(INCLUDING CASH PAYMENTS) ISSUED OR DISTRIBUTED WITH RESPECT TO THE PURCHASED
SHARES MAY BE HELD IN ESCROW.
(C)
THE REPURCHASE RIGHT MAY ALSO BE SUBJECT TO
TERMINATION IN WHOLE OR IN PART ON AN ACCELERATED BASIS, AND THE PURCHASED
SHARES SUBJECT TO IMMEDIATE VESTING, IN ACCORDANCE WITH THE TERMS OF ANY SPECIAL
ADDENDUM ATTACHED TO THIS AGREEMENT.
D.
SPECIAL TAX ELECTION
1.
SECTION 83(B) ELECTION.
UNDER CODE
SECTION 83, THE EXCESS OF THE FAIR MARKET VALUE OF THE PURCHASED SHARES ON THE
DATE ANY FORFEITURE RESTRICTIONS APPLICABLE TO SUCH SHARES LAPSE OVER THE
PURCHASE PRICE PAID FOR SUCH SHARES WILL BE REPORTABLE AS ORDINARY INCOME ON THE
LAPSE DATE.
FOR THIS PURPOSE, THE TERM "FORFEITURE RESTRICTIONS" INCLUDES THE
RIGHT OF THE CORPORATION TO REPURCHASE THE PURCHASED SHARES PURSUANT TO THE
REPURCHASE RIGHT.
PARTICIPANT MAY ELECT UNDER CODE SECTION 83(B) TO BE TAXED AT
THE TIME THE PURCHASED SHARES ARE ACQUIRED, RATHER THAN WHEN AND AS SUCH
PURCHASED SHARES CEASE TO BE SUBJECT TO SUCH FORFEITURE RESTRICTIONS.
SUCH
ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN THIRTY (30) DAYS
AFTER THE DATE OF THIS AGREEMENT.
EVEN IF THE FAIR MARKET VALUE OF THE
PURCHASED SHARES ON THE DATE OF THIS AGREEMENT EQUALS THE PURCHASE PRICE PAID
(AND THUS NO TAX IS PAYABLE), THE ELECTION MUST BE MADE TO AVOID ADVERSE TAX
CONSEQUENCES IN THE FUTURE.
THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS
EXHIBIT II HERETO.
PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.
3
2.
FILING RESPONSIBILITY.
PARTICIPANT
ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF
PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.
E.
GENERAL PROVISIONS
1.
ASSIGNMENT.
THE CORPORATION MAY ASSIGN
THE REPURCHASE RIGHT TO ANY PERSON OR ENTITY SELECTED BY THE BOARD, INCLUDING
(WITHOUT LIMITATION) ONE OR MORE