Common use of ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC Clause in Contracts

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes in Issuer Common Stock by reason of a stock dividend, reverse stock split, merger, recapitalization, combination, exchange of shares, or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Option the number and class of shares or other securities or property that Grantee would have received with respect to Issuer Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, after such merger represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option. 8.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes ---------------------------------------------- change in Issuer Company Common Stock by reason of a stock dividend, reverse stock split-up, merger, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing such transaction, so that Grantee will Parent shall receive upon exercise of the Option the number and class of shares or other securities or property that Grantee Parent would have received with in respect to Issuer of Company Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Option shall be adjusted so that, after such issuance, it equals 19.9% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer Company enters into an agreement (i) to consolidate with or merge into any person, other than Grantee Parent or one of its subsidiaries, and Issuer will the Company shall not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee Subsidiary or one of its Parent's other subsidiaries, to merge into Issuer the Company and Issuer will the Company shall be the continuing or surviving corporation, but in connection with such merger, the shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property, or the shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger willshall, after such merger merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and condition conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee Parent would have received in respect of Issuer Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, sale or transfer, or the record date therefor, as applicable and make any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option. 8applicable.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event ----------------------------------------------- of any changes change in Issuer Common Stock by reason of a stock dividend, reverse stock split-up, merger, recapitalization, combination, exchange of shares, or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price thereforthereof, will be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Option the number and class of shares or other securities or property that Grantee would have received with in respect to of Issuer Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer enters into an agreement (i) to consolidate with or merge into if any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 6(a)) or if the number of outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, after such merger represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such caseis reduced, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if subject to the Option had been exercised will be adjusted so that, after such issuance, it equals the same percentage of the aggregate number of shares of Issuer Common Stock issued and outstanding after giving effect to such issuance as immediately prior to such consolidationissuance, mergerin each case without giving effect to any shares subject to or issued pursuant to the Option. In the event that Grantee, saleits Subsidiaries or any of their respective pension or retirement plans (including, or transferif applicable, or the record date therefor, as applicable and make any other necessary adjustments. (crelated trust) If, at any time during the period commencing owns on the occurrence of an event as a result of which Grantee is entitled to receive date hereof or acquires after the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share date hereof any shares of Issuer Common Stock as reported on ("Owned Issuer Common Stock") that, when aggregated with the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the number of shares of Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required subject to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee would exceed 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, then the number of shares of Issuer Common Stock subject to the Option will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance adjusted so that, when aggregated with the terms hereof prior to the termination shares of Owned Issuer Common Stock, it equals 19.9% of the Option. 8number of shares of Issuer Common Stock then issued and outstanding.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Stock by reason of a stock dividend, reverse dividend stock split, mergersplit-up, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing such transaction, transaction so that Grantee will receive shall receive, upon exercise of the Option Option, the number and class of shares or other securities or property that Grantee would have received with in respect to of Issuer Common Stock if the Option had been exercised immediately prior to such event event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in In the event that that, prior to the Termination Date, Issuer enters shall enter into an agreement agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will shall not be the continuing or surviving corporation in of such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and where Issuer will shall be the continuing or surviving corporation, but but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, property or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, shall after such merger represent less than 50% of the outstanding voting securities shares and share equivalents of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision provisions so that the Option willthat, upon the consummation of any such transaction and upon the terms and condition conditions set forth herein, the Option, notwithstanding the fact that as of the date of consummation of such transaction the Termination Date shall have occurred, shall be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "Substitute Option"), at the election of shares or other securities or property Grantee, of either (x) the Acquiring Corporation (as defined below), (y) any person that Grantee would have received in respect of Issuer Common Stock if controls the Option had been exercised immediately prior to such consolidation, merger, saleAcquiring Corporation, or transfer(z) in the case of a merger described in clause (ii), or the record date thereforIssuer (in each case, such entity being referred to as applicable and make any other necessary adjustmentsthe "Substitute Option Issuer"). (c) IfThe Substitute Option shall have the same terms as the Option, at any time during provided that, if the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 terms of the Merger Agreement (the "Purchase Event") and ending on the termination Substitute Option cannot, because of the applicability of any law or regulation, have the exact terms as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in accordance with Section 2substantially the same form as this Agreement, Grantee sends which shall be applicable to Issuer an Exercise Notice indicating Grantee's election to exercise its right the Substitute Option. (the "Cash-Out-Right"d) pursuant to this Section 7(c), then Issuer The Substitute Option shall pay to Grantee, on the Option Closing Date, in exchange be exercisable for the cancellation of the Option with respect to such number of Option Shares shares of the Substitute Common Stock (as Grantee specifies in the Exercise Notice, an amount in cash hereinafter defined) as is equal to such number of Option Shares the Assigned Value (as hereinafter defined) multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share number of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which shares of the Issuer Common Stock is listed or quotedfor which the Option was theretofore exercisable, divided by the Average Price (as reported in hereinafter defined). The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) exercise price of each share of Substitute Common Stock subject to the Substitute Option (the "Closing Substitute Purchase Price") and (ii) shall be equal to the Purchase Price, except that Price multiplied by a fraction in no event shall which the numerator is the number of shares of the Issuer be required to pay to Common Stock for which the Grantee pursuant to this Section 7(cOption was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) an amount exceeding The following terms have the product of meanings indicated: (i) "Acquiring Corporation" shall mean (x) $1.00 and the continuing or surviving corporation of a consolidation or merger with (if other than Issuer), (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights Issuer in accordance with the terms hereof prior to the termination of the Option. 8.a consolidation or merger or in which A-5

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In If the event outstanding shares of any changes in Issuer Company Common Stock are changed into a different number or class of shares by reason of a any stock split, division or subdivision of shares, stock dividend, reverse stock split, mergerreclassification, recapitalization, combination, exchange of shares, recapitalization or other similar transaction, then the type and number of shares or securities subject to the Option, the applicable Exercise Price, the Designated Price (as defined in Section 7(c)) and the Purchase Price therefor, will other numbers and dollar amounts referred to in this Option Agreement shall be adjusted appropriately, and the Company shall ensure that proper provision will be is made in the agreements and other documents governing such transaction, transaction so that the Grantee will shall receive upon exercise of the Option the same class and number and class of outstanding shares or other securities or property that the Grantee would have received with in respect to Issuer of the Company Common Stock if the Option had been exercised immediately prior to such event transaction or the record date thereforfor determining stockholders entitled to participate in such transaction, as applicable. If any additional shares of Company Common Stock are issued after the date of this Option Agreement (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, other than pursuant to a transaction described in the event that first sentence of this Section 6(a)), then the Issuer enters number of shares of Company Common Stock then remaining subject to the Option shall be increased to the number by which (i) 19.9% of the number of shares of Company Common Stock outstanding after the issuance of such additional shares exceeds (ii) the number of shares (adjusted in accordance with the first sentence of this Section 6(a)) previously issued to the Grantee upon exercise of the Option. If the Company shall enter into an agreement (i) to consolidate with consolidate, exchange shares or merge into with any personPerson, other than the Grantee or one of its the Grantee's subsidiaries, and Issuer will and, in the case of a merger, shall not be the continuing or surviving corporation in such consolidation or mergercorporation, (ii) to permit any personPerson, other than the Grantee or one of its the Grantee's subsidiaries, to merge into Issuer the Company and Issuer will the Company shall be the continuing or surviving corporation, but but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property, or the shares of Issuer Company Common Stock outstanding immediately prior to the consummation of before such merger will, shall after such merger represent less than 50% of the outstanding voting securities common shares and common share equivalents of the merged companyCompany outstanding immediately after the merger, or (iii) to sell sell, lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its the Grantee's subsidiaries, then, and in each such case, the agreement Company shall ensure that proper provision is made in the agreements and other documents governing such transaction will make proper provision so that the Option willshall, upon the consummation of any such transaction and upon transaction, become exercisable for the terms and condition set forth hereinstock, be converted intosecurities, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares cash or other securities or property that Grantee would have been received in respect of Issuer Common Stock by the Grantee if the Grantee had exercised the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, transaction or the record date thereforfor determining the stockholders entitled to participate in such transaction, as applicable appropriate. The provisions of Sections 7 and make 8 shall apply (with appropriate adjustments) to any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of securities for which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") becomes exercisable pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option. 86.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Stock by reason of a stock dividend, reverse stock split-up, merger, recapitalization, combination, exchange of shares, or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price thereforthereof, will be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Option the number and class of shares or other securities or property that Grantee would have received with in respect to of Issuer Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 6(a)), the number of shares of Issuer Common Stock subject to the Option will be adjusted so that, after such issuance, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, after such merger merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and condition conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") Event and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Out Right") pursuant to this Section 7(c6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price price, for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Option Closing Date, per share of Issuer Common Stock as reported on the The Nasdaq National Market (or, if not listed on the NasdaqThe Nasdaq National Market, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option. 8.)

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Parent Stock by reason of a stock dividend, reverse stock split-up, merger, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing such transaction, so that Grantee will the Company shall receive upon exercise of the Option the number and class of shares or other securities or property that Grantee the Company would have received with in respect to Issuer Common of Parent Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer Parent enters into an agreement (i) to consolidate with or merge into any person, other than Grantee the Company or one of its subsidiaries, and Issuer will Parent shall not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee the Company or one of its subsidiaries, to merge into Issuer or consolidate with Parent and Issuer will Parent shall be the continuing or surviving corporation, but in connection with such mergermerger or consolidation, the shares of Issuer Common Parent Stock outstanding immediately prior to the consummation of such merger will or consolidation shall be changed into or exchanged for stock or other securities of Issuer Parent or any other person or cash or any other C-2 3 property, or the shares of Issuer Common Parent Stock outstanding immediately prior to the consummation of such merger willor consolidation shall, after such merger or consolidation, represent less than 50% of the outstanding voting securities of the merged or consolidated company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee the Company or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and condition conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities securities, cash or property that Grantee the Company would have received in respect of Issuer Common Parent Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, sale or transfer, or the record date therefor, as applicable and make any other necessary adjustmentsapplicable. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled prior to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right Parent enters into any agreement (the "Cash-Out-Right"x) pursuant to this Section 7(cwhich all outstanding shares of Parent Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares) cash or (y) with respect to any transaction described in clauses (i), then Issuer shall pay to Grantee(ii) and (iii) of paragraph (b) (each of (x) and (y), on a "Transaction"), and, in the case of each of clauses (x) and (y), the Option Closing Dateis then exercisable, Parent covenants that proper provision shall be made in such agreement to provide that, if the Option shall not theretofore have been exercised, then upon the consummation of the Transaction (which in the case of a Transaction involving a tender offer shall be when shares of Parent Stock are accepted for payment), the Company shall have the right, at its election, by not less than two business days' prior written notice to Parent, to receive in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such the Spread. For purposes of this Agreement, the term "Spread" means the number of Option Shares multiplied by the difference between excess of (A) the higher of the closing sales price per share of Parent Stock on the principal securities exchange or quotation system on which the Parent Stock is then listed or traded, as reported by The Wall Street Journal, on the day (i) the average of the closing price for prices of the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share shares of Issuer Common Parent Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in by The Wall Street Journal over the ten-trading day period beginning on the trading day immediately following the announcement of such agreement or (Northeast editionii) the average of the closing prices of the shares of Parent Stock as reported by The Wall Street Journal over the ten-trading day period ending on the trading day immediately prior to the consummation of such Transaction, over (B) the Purchase Price. Notwithstanding the foregoing, the amount of the Spread, when added to any Parent Termination Fee paid or payable to the Company, shall not exceed $175 million. (d) Following exercise of the Option by the Company, in the event that the Company sells, pledges or otherwise disposes of (including, without limitation, by merger or exchange) any of the Option Shares (a "Sale"), orthen: (i) any Parent Termination Fee due and payable by Parent following such time shall be reduced by an amount, if not reported therebyany, any other authoritative sourceequal to the excess of (1) the total of (A) the Parent Termination Fee and (B) the excess of (w) the aggregate amounts received (whether in cash, securities or otherwise) by the Company in all such Sales, over (x) the aggregate Purchase Price of the Option Shares sold in such Sales (such excess in this sub-clause (B) being the "Closing PriceOffset Amounts") over (2) $175 million; and (ii) if Parent has paid to the Company the Parent Termination Fee prior to the Sale, then the Company shall immediately remit to Parent, as additional Purchase PricePrice for the Option Shares, except that the excess, if any, of (y) the total of the Parent Termination Fee and the Offset Amounts of all Sales over (z) $175 million. (e) Notwithstanding anything to the contrary in this Agreement or the Merger Agreement, in no event shall the Issuer aggregate of any Parent Termination Fee, all Offset Amounts and the Spread exceed $175 million. C-3 4 5. Covenants of the Company and Parent. (a) Parent covenants (i) to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Parent Stock so that the Option may be required fully exercised without additional authorization of Parent Stock after giving effect to pay all other options, warrants, convertible securities and other rights of third parties to purchase shares of Parent Stock; (ii) not to seek to avoid the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Parent and not to take any action which would cause any of its representations or warranties not to be true; and (iii) not to engage in any action or omit to take any action which would have the effect of preventing or disabling Parent from delivering the Option Shares to the Grantee pursuant Company upon exercise of the Option or otherwise performing its obligations under this Agreement. (b) The Company covenants not to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination sell, assign, transfer or otherwise dispose of the Option, Grantee will any part thereof, or any of its other rights hereunder to any third party without the prior written consent of Parent which consent shall not be entitled unreasonably withheld or delayed. The Company may offer or sell Option Shares only pursuant to exercise its rights a registration under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the OptionSecurities Act or an exemption therefrom. 86.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Company Stock by reason of a stock dividend, reverse stock split-up, merger, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing such transaction, so that Grantee will Parent shall receive upon exercise of the Option the number and class of shares or other securities or property that Grantee Parent would have received with in respect to Issuer Common of Company Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer Company enters into an agreement (i) to consolidate with or merge into any person, other than Grantee Parent or one of its subsidiaries, and Issuer will the Company shall not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee Parent or one of its subsidiaries, to merge into Issuer or consolidate with the Company and Issuer will the Company shall be the continuing or surviving corporation, but in connection with such mergermerger or consolidation, the shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger will or consolidation B-2 3 shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property, or the shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger willor consolidation shall, after such merger or consolidation, represent less than 50% of the outstanding voting securities of the merged or consolidated company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and condition conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities securities, cash or property that Grantee Parent would have received in respect of Issuer Common Company Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, sale or transfer, or the record date therefor, as applicable and make any other necessary adjustmentsapplicable. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled prior to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right the Company enters into any agreement (the "Cash-Out-Right"x) pursuant to this Section 7(cwhich all outstanding shares of Company Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares) cash or (y) with respect to any transaction described in clauses (i), then Issuer shall pay to Grantee(ii) and (iii) of paragraph (b) (each of (x) and (y), on a "Transaction"), and, in the case of each of clauses (x) and (y), the Option Closing Dateis then exercisable, the Company covenants that proper provision shall be made in such agreement to provide that, if the Option shall not theretofore have been exercised, then upon the consummation of the Transaction (which in the case of a Transaction involving a tender offer shall be when shares of Company Stock are accepted for payment), Parent shall have the right, at its election, by not less than two business days' prior written notice to the Company, to receive in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such the Spread. For purposes of this Agreement, the term "Spread" means the number of Option Shares multiplied by the difference between excess of (A) the higher of the closing sales price per share of Company Stock on the principal securities exchange or quotation system on which the Company Stock is then listed or traded, as reported by The Wall Street Journal, on the day (i) the average of the closing price for prices of the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share shares of Issuer Common Company Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in by The Wall Street Journal over the ten-trading day period beginning on the trading day immediately following the announcement of such agreement or (Northeast editionii) the average of the closing prices of the shares of Company Stock as reported by The Wall Street Journal over the ten- trading day period ending on the trading day immediately prior to the consummation of such Transaction, over (B) the Purchase Price. Notwithstanding the foregoing, the amount of the Spread, when added to any Company Termination Fee paid or payable to Parent, shall not exceed $175 million. (d) Following exercise of the Option by Parent, in the event that Parent sells, pledges or otherwise disposes of (including, without limitation, by merger or exchange) any of the Option Shares (a "Sale"), orthen: (i) any Company Termination Fee due and payable by the Company following such time shall be reduced by an amount, if not reported therebyany, any other authoritative sourceequal to the excess of (1) the total of (A) the Company Termination Fee and (B) the excess of (w) the aggregate amounts received (whether in cash, securities or otherwise) by Parent in all such Sales, over (x) the aggregate Purchase Price of the Option Shares sold in such Sales (such excess in this sub-clause (B) being the "Closing PriceOffset Amounts") over (2) $175 million; and (ii) if the Company has paid to Parent the Company Termination Fee prior to the Sale, then Parent shall immediately remit to the Company, as additional Purchase PricePrice for the Option Shares, except that the excess, if any, of (y) the total of the Termination Fee and the Offset Amounts of all Sales over (z) $175 million. (e) Notwithstanding anything to the contrary in this Agreement or the Merger Agreement, in no event shall the Issuer aggregate of any Company Termination Fee, all Offset Amounts and the Spread exceed $175 million. B-3 4 5. Covenants of the Company and Parent. (a) The Company covenants (i) to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Company Stock so that the Option may be required fully exercised without additional authorization of Company Stock after giving effect to pay all other options, warrants, convertible securities and other rights of third parties to purchase shares of Company Stock; (ii) not to seek to avoid the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Company and not to take any action which would cause any of its representations or warranties not to be true; and (iii) not to engage in any action or omit to take any action which would have the effect of preventing or disabling the Company from delivering the Option Shares to the Grantee pursuant Parent upon exercise of the Option or otherwise performing its obligations under this Agreement. (b) Parent covenants not to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination sell, assign, transfer or otherwise dispose of the Option, Grantee will be entitled any part thereof, or any of its other rights hereunder to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with any third party without the terms hereof prior to the termination written consent of the OptionCompany which consent shall not be unreasonably withheld or delayed. 8Parent may offer or sell Option Shares only pursuant to a registration under the Securities Act or an exemption therefrom. 6.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Stock by reason of a stock dividend, reverse stock split, mergersplit-up, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing such transaction, transaction so that Grantee will receive Holder shall receive, upon exercise of the Option Option, the number and class of shares or other securities or property that Grantee would have received with respect to Issuer Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, after such merger represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transferevent, or the record date therefor, as applicable and make applicable. If any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share additional shares of Issuer Common Stock as reported on are issued after the Nasdaq National Market date of this Agreement (orother than pursuant to an event described in the first sentence of this Section 7(a)), if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the number of shares of Issuer Common Stock is listed subject to the Option shall be adjusted so that, after such issuance, it, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or quotedissued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement: (i) to consolidate with or merge into any Person, as reported in The Wall Street Journal (Northeast edition)other than Grantee or one of its Subsidiaries, or, if and shall not reported thereby, any other authoritative source) (be the "Closing Price") and continuing or surviving corporation of such consolidation or merger; (ii) to permit any Person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer shall be the Purchase Pricecontinuing or surviving corporation, except that but, in no event connection with such merger, the then-outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other Person or cash or any other property or the outstanding shares of Issuer be required Common Stock immediately prior to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination merger shall after such merger represent less than 50% of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such rights in accordance with the terms hereof prior to the termination outstanding shares and share equivalents of the Option. 8.merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any changes change in Issuer Common Stock by reason of a stock dividend, reverse stock split, mergersplit-up, recapitalization, combination, exchange of shares, shares or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, will shall be adjusted appropriately, and proper provision will shall be made in the agreements governing documentation pertaining to such transaction, transaction so that Grantee will receive Holder shall receive, upon exercise of the Option Option, the number and class of shares or other securities or property that Grantee would have received with respect to Issuer Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger will, after such merger represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transferevent, or the record date therefor, as applicable and make applicable. If any other necessary adjustments. (c) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share additional shares of Issuer Common Stock as reported on are issued after the Nasdaq National Market date of this Agreement (orwhether upon exercise of stock options or otherwise but excluding any issuance pursuant to an event described in the first sentence of this Section 7(a)), if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the number of shares of Issuer Common Stock is listed subject to the Option shall be adjusted so that, after such issuance, such number of shares, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals nineteen and nine-tenths percent (19.9%) of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or quoted, as reported in The Wall Street Journal issued pursuant to the Option (Northeast editionwith any fractional share being rounded up to the next full share), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except . Issuer agrees that in no event shall the number of shares of Issuer be required to pay Common Stock issued after the date of this Agreement pursuant to the Grantee pursuant to this Section 7(c) an amount exceeding preceding sentence, together with the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the termination shares of Issuer Common Stock subject to the Option, Grantee will be entitled to exercise its rights under adjusted as aforesaid, exceed the number of available authorized but unissued and unreserved shares of Issuer Common Stock. Nothing contained in this Section 7(c7(a) if it has exercised such rights or elsewhere in accordance with the terms hereof prior this Agreement shall be deemed to the termination authorize Issuer to issue shares in breach of any provision of the Option. 8Reorganization Agreement.