Common use of Effect of Certain Transactions Clause in Contracts

Effect of Certain Transactions. After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After In the case of (a) the dissolution or liquidation of the Company, (b) a merger merger, reorganization or consolidation in which a majority of one or more corporations with or into the Company or after a consolidation outstanding voting power of the Company and one is acquired by another person or more corporations in which entity (other than a holding company formed by the stockholders Company), (c) the sale of all or substantially all of the assets of the Company immediately prior to such merger another person or consolidation own after such merger entity, or consolidation shares representing at least (d) the sale of fifty percent (50%) or more of the voting power outstanding stock of the Company to an unrelated person or the surviving or resulting corporationentity (in each case, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation"Transaction"), other than a merger or consolidation transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the stockholders surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the Company immediately closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to such merger the closing or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective consummation date of such mergerTransaction, consolidation, liquidation, sale or disposition, as unless provision is made in such Transaction in the case may be, sole discretion of the Holder parties thereto for the assumption of this Stock Option shall be entitled, upon exercise or the substitution for this Stock Option of this Option, to receive, in lieu a new stock option of the shares of Common Stock successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to which this Option was exercisable immediately prior to such event, the number and class kind of shares and the per share exercise price as such parties shall agree to. In the event of stock or other securitiesa Pooling Transaction, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the mergersurviving entity, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal with appropriate adjustments to the number and kind of shares and the per share exercise price as to which such Option shall be so exercised; or (ii) this Option may be canceled contemplated by the Committee as of Stock Plans. In the effective date event of any such mergerTransaction subject to this Section, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation the Company shall be given give to the Holder and Optionee written notice thereof at least fifteen (y15) the Holder shall have the right to exercise this Option days prior to the extent that closing or anticipated consummation date, or the same is then exercisable orrecord date for such transaction, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionearlier.

Effect of Certain Transactions. After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option option to receive in lieu of the shares of Common Stock as to which this Option option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option option remains outstanding, then then (i) subject to the provisions of clause (iiiii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option option shall be entitled, upon exercise of this Optionoption, to receive, in lieu of the shares of Common Stock as to which this Option option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option option shall be so exercised; or (ii) the Committee may accelerate the time for exercise of this Option option, so that from and after a date prior to the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, specified by the Committee, such accelerated options shall be exercisable in full; or (iii) this option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger of If (i) the Company is merged into or consolidated with another corporation and the Company is not the surviving corporation, (ii) one or more corporations with or are merged into the Company or after a consolidation of which continues as the Company surviving corporation and one or more corporations in which the stockholders of the Company immediately prior to such merger the transaction own less than a majority of its outstanding Common Stock immediately after the transaction, or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such eventof the Company are converted into cash, the number and class of shares of stock or other securities, cash securities or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of than shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may beCompany, or if (iii) the Company is liquidated, dissolved, or sells or otherwise disposes of all or substantially all of its assets to another corporation entity while this any portion of the Option remains outstandingunexercised and unexpired, thenthen in any of such transactions the Board may, in its sole discretion, take one or more of the following actions: (ia) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu The Compensation Committee of the shares of Common Stock as to which this Board (the “Committee”) may cancel the Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such mergertransaction, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder Optionee at least 15 days prior to the effective date of such transaction, and (y) the Holder Optionee shall have the right to exercise this so much of the Option as is exercisable during said 15-day period, including Options which become exercisable due to the extent that the same is then exercisable oracceleration of vesting, if any, by the Board; (b) The Committee shall have accelerated may (i) cancel the time for exercise Option as to unvested Shares as of this Option pursuant to clause the effective date of the transaction and (ii) above, in full during provide for the 10-day period preceding and including repurchase of unexercised Options as to vested Shares as of the effective date of such mergertransaction by the Company on the effective date of such transaction for the same cash, consolidationsecurities or other property received with respect to each outstanding Share in the transaction by the stockholders of the Company, liquidationless the exercise price of the Option; (c) The Committee may provide for the voluntary exchange of the Option on the effective date of such transaction for an option or other rights granted by a successor corporation on terms reasonably acceptable to the Optionee; or (d) The Committee may provide that after the effective date of such transaction, sale the Optionee shall be entitled upon exercise of the Option as to any vested Shares to receive in lieu of each Share purchasable under the Option the same cash, securities or dispositionother property received with respect each outstanding Share in the transaction by the stockholders of the Company. Upon the consummation of a Sale Event (as defined in the Plan) or occurrence of a Change of Control (as defined in the Plan), in either case, following the grant date of the Option, the Option shall become fully vested and exercisable with respect to all of the Shares as of the effective time of the Sale Event or the occurrence of the Change of Control, respectively.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution or more corporations with ------------------------------ liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction, this Stock Option shall no longer vest except as the Committee may determine in its sole discretion and in any case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and (in the case of an assumption) with references to the Company deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company immediately prior entitled to participate in such merger transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or consolidation own record date, the Optionee may exercise any vested portion of this Stock Option, but after such merger effective date or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationrecord date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, immediately before the effective time of one any of the events described in Sections 11(a) through (d) below, the portion of this Option that is not vested shall immediately and automatically vest and, to the extent not exercised, the Option shall be automatically converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective time of such event; provided, however, that the Expiration Date of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Option Plan, and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 11 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution ------------------------------ or more corporations with liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its Subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions effectively constituting a sale of the Company in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction (a "Sale Event"), this Stock Option (i) shall be deemed fully vested and exercisable (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction to the extent, but only to the extent, provided in Schedule A hereto, provided that such acceleration and any notice ---------- of exercise of options that become vested as a result thereof shall in all cases be subject to and contingent upon the closing or consummation of such transaction, and (ii) shall no longer vest as to any Option Shares not then vested or which do not vest as a result of such transaction except as the Committee otherwise may determine in its sole discretion. In any case, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction or event; provided, however, that if (and only if) the Optionee agrees, provision may be made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and, in the case of an assumption, with references to the Company being deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company immediately prior entitled to participate in such merger transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or consolidation own record date, the Optionee may exercise any vested portion of this Stock Option, but after such merger effective date or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationrecord date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution or more corporations with liquidation of the Company, (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one on a consolidated basis to an another person or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent entity, (50%c) of the voting power of the Company or the surviving or resulting corporationa merger, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger reorganization or consolidation in which the stockholders holders of the then outstanding voting securities of the Company immediately prior to such merger or consolidation continue to transaction do not own after such merger or consolidation shares representing at least fifty percent (50%) a majority of the outstanding voting power securities of the Company or the surviving or resulting corporationentity immediately upon completion of such transaction, as (d) the case may be, or if sale of all of the outstanding stock of the Company is liquidatedto an unrelated person or entity or (e) any other transaction where the holders of the then outstanding voting securities of the Company prior to such transaction do not own at least a majority of the outstanding voting securities of the relevant entity after the transaction (in each case, or sells or otherwise disposes a “Sale Event”), this Stock Option shall become fully vested upon the effective day of substantially all its assets to another corporation while this the Sale Event. This Stock Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after shall terminate on the effective date of such mergerSale Event, consolidation, liquidation, sale unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or disposition, continuation by the Company as the case may be, the Holder survivor of this Stock Option shall be entitled, upon exercise or the substitution for this Stock Option of this Option, to receive, in lieu a new stock option of the shares of Common Stock successor person or entity or a parent or subsidiary thereof, with appropriate adjustment as to which this Option was exercisable immediately prior to such event, the number and class kind of shares and the per share exercise price, as provided in Section 5 of stock or other securitiesthis Agreement. In the event of any transaction which will result in the termination of this Stock Option, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant Company shall give to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately Optionee written notice thereof at least fifteen (15) days prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such mergertransaction. Until such effective date, consolidationthe Optionee may exercise all or any portion of this Stock Option, liquidationincluding any portion that will become fully vested upon the effective day of the Sale Event; provided, sale or dispositionhowever, that (i) such exercise shall be subject to the consummation of the Sale Event, and (ii) the Optionee shall not be required to deliver to the Company the exercise price for such exercised options until the effective date of such Sale Event.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, immediately before the effective time of one any of the events described in Sections 9(a) through (d) below, the portion of this Option that is not vested shall immediately and automatically vest and, to the extent not exercised, the Option shall be automatically converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective time of such event; provided, however, that the Expiration Date of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Option Plan, and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 9 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.

Effect of Certain Transactions. After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which then issuable upon exercise of this Option shall be so exercisedOption. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then: (i) subject to the provisions of clause (iiiii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares then issuable upon exercise of this Option; (ii) the Committee may accelerate the time for exercise of this Option, so that from and after a date prior to the effective date of such merger, consolidation, liquidation, sale or disposition, as to which the case may be, specified by the Committee, such Option accelerated Options shall be so exercisedexercisable in full; or (iiiii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (xA) notice of such cancellation shall be given to the Holder and (yB) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger In the case of one and subject to the consummation of (i) the dissolution or more corporations with liquidation of the Company, (ii) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one on a consolidated basis to an unrelated person or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent entity, (50%iii) of the voting power of the Company or the surviving or resulting corporationa merger, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger reorganization or consolidation in which the stockholders outstanding shares of Stock are converted into or exchanged for a different kind of securities of the Company successor entity and the holders of the Company’s outstanding voting power immediately prior to such merger or consolidation continue to transaction do not own after such merger or consolidation shares representing at least fifty percent (50%) a majority of the outstanding voting power of the Company or the surviving or resulting corporation, as the case may besuccessor entity immediately upon completion of such transaction, or if (iv) the sale of all of the Stock of the Company is liquidatedto an unrelated person or entity (in each case, or sells or otherwise disposes of substantially a “Sale Event”), all its assets to another corporation while this Option remains outstandingShares, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Stock Option, to receive, in lieu of the shares of Common Stock as to which this Option was that are not exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms effective time of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option Sale Event shall be so exercised; or (ii) this Option may be canceled by the Committee become fully exercisable as of the effective date time of any such mergerthe Sale Event. Upon the effective time of the Sale Event, consolidationthis Stock Option shall terminate, liquidationunless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for the assumption or continuation of this Stock Option, sale or disposition provided that (x) notice the substitution for this Stock Option of such cancellation stock options of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, each grantee shall be given permitted, within a specified period of time prior to the Holder and (y) consummation of the Holder shall have Sale Event as determined by the right Administrator, to exercise this Stock Option; provided, however, that the exercise of Option Shares not exercisable prior to the extent that Sale Event shall be subject to the same is then exercisable or, if consummation of the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionSale Event.

Effect of Certain Transactions. After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (iiiii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; (ii) the Committee may accelerate the time for exercise of this Option, so that from and after a date prior to the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, specified by the Committee, such accelerated Options shall be exercisable in full; or (iiiii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger of If the Company is merged into another ------------------------------ entity, or if one or more corporations with or entities is merged into the Company or after there is a consolidation of the Company and one or more corporations entities and, in which the stockholders of the Company immediately prior to any such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationcase, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such eventare converted into cash, the number and class of shares of stock securities or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of than shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may beStock, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation entity while this Option remains outstandingunexercised Options remain outstanding under the Plan, then : (i) subject to the provisions of clause (iiiii) below, after this Option will terminate as of the effective date of any such merger, consolidation, liquidation or sale, provided that (x) notice of such termination shall be given to Optionee and (y) Optionee shall have the right to exercise this Option to the extent that it is then exercisable, during the 15-day period preceding the effective date of such merger, consolidation, liquidationliquidation or sale, sale contingent upon the consummation of such merger, consolidation, liquidation or dispositionsale, as provided, however, that in no event shall this Option be exercisable after the case Expiration Date; (ii) the Option Committee, with the approval of the Board of Directors of the Company, may be, in its discretion accelerate the Holder time for exercise of any unexercised and unexpired portion of this Option, including the then unvested portion of this Option, to and after a date prior to the effective date of such merger, consolidation, liquidation or sale specified by the Option Committee, and (iii) the Option Committee, with the approval of the Board of Directors of the Company, may provide that after the effective date of such merger, consolidation or sale this Option shall survive and Optionee shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitationStock, shares of stock or other securities as the holders of another corporation or shares of Common Stock) to which the Holder would have been entitled Stock received pursuant to the terms of the merger, consolidation, liquidation, sale consolidation or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionsale.

Effect of Certain Transactions. After a merger of If the Company is merged into another ------------------------------- entity, or if one or more corporations with or entities is merged into the Company or after there is a consolidation of the Company and one or more corporations entities and, in which the stockholders of the Company immediately prior to any such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationcase, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such eventare converted into cash, the number and class of shares of stock securities or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of than shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may beStock, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation entity while this Option remains outstandingunexercised Options remain outstanding under the Plan, then : (i) subject to the provisions of clause (iiiii) below, after this Option will terminate as of the effective date of any such merger, consolidation, liquidation or sale, provided that (x) notice of such termination shall be given to the Optionee and (y) the Optionee shall have the right to exercise this Option to the extent that it is then exercisable, during the 15-day period preceding the effective date of such merger, consolidation, liquidationliquidation or sale, sale contingent upon the consummation of such merger, consolidation, liquidation or dispositionsale, as the case may beprovided, the Holder however, that in no event shall any portion of this Option be exercisable after the Expiration Date applicable to such portion; (ii) the MRC, with the approval of the Board of Directors of the Company, may in its discretion accelerate the time for exercise of any unexercised and unexpired portion of this Option, including the then unvested portion of this Option, to and after a date prior to the effective date of such merger, consolidation, liquidation or sale specified by the MRC, and (iii) the MRC, with the approval of the Board of Directors of the Company, may provide that after the effective date of such merger, consolidation or sale (x) this Option shall survive and the Optionee shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitationStock, shares of stock or other securities as the holders of another corporation or shares of Common Stock) to which the Holder would have been entitled Stock received pursuant to the terms of the merger, consolidation, liquidation, consolidation or sale or disposition if(y) this Option shall terminate and the Optionee shall be entitled to receive, immediately prior to such event, the Holder had been the holder of a number in lieu of shares of Common Stock Stock, cash in an amount per Option Share equal to the number consideration per share of shares as Common Stock received pursuant to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as terms of the effective date of any such merger, consolidation, liquidation, consolidation or sale or disposition provided that (x) notice of such cancellation shall be given to less the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionPrice.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, immediately before the effective time of one any of the events described in Sections 10(a) through (d) below, the portion of the Option that is not vested shall immediately and automatically vest and, to the extent not exercised, the Option shall be automatically converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective time of such event; provided, however, that the Expiration Date of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Option Plan, and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 10 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, at the time of one the occurrence of any of the events described in Sections 10(a) through (d) below, the portion of the Option that is not vested shall immediately and automatically vest, and the Option shall be automatically converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective date of such event; provided, however, that the Expiration Date of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Option Plan; and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraphs (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 10 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.

Effect of Certain Transactions. After The provisions of this Section 8.2 shall apply to the extent that an Agreement does not otherwise expressly address the matters contained herein. If the Company experiences an event which results in a merger "Change in Control," as defined in Section 8.2(a), then, whether or not the vesting requirements set forth in any Agreement have been satisfied, (i) all shares of one Restricted Stock that are outstanding at the time of the Change in Control shall become fully vested immediately prior to the Change in Control event, and (ii) all Options that are outstanding at the time of the Change in Control shall become fully vested and exercisable immediately prior to the Change in Control event. (a) A Change in Control will be deemed to have occurred for purposes hereof, if: (1) any "person" as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or more corporations with or into other fiduciary holding securities under an employee benefit plan of the Company or after a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 25% of the total voting power represented by the Company's then outstanding Voting Securities (as defined below), or (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (3) the shareholders of the Company approve a merger or consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or with any other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation which would result in which the stockholders Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 65% of the total voting power represented by the Voting Securities of the Company or such merger or consolidation continue to own surviving entity outstanding immediately after such merger or consolidation shares representing at least fifty percent consolidation, or (50%4) the shareholders of the voting power Company approve a plan of complete liquidation of the Company or an agreement for the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as Company of the effective date all or substantially all of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionits assets.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution ------------------------------ or more corporations with liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the stockholders holders of the Company Company's outstanding voting power immediately prior to such merger or consolidation transaction do not own after such merger or consolidation shares representing at least fifty percent (50%) a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting corporationentity immediately upon completion of such transaction, this Stock Option shall no longer vest except as the Committee may determine in its sole discretion and in any case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and (in the case of an assumption) with references to the Company deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the COmpany entitled to participate in such transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution or more corporations with ------------------------------ liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its Subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions effectively constituting a sale of the Company in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction (a "Sale Event"), this Stock Option (i) shall be deemed fully vested and exercisable (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction to the extent, but only to the extent, provided in Schedule A hereto, provided that such ---------- acceleration and any notice of exercise of options that become vested as a result thereof shall in all cases be subject to and contingent upon the closing or consummation of such transaction, and (ii) shall no longer vest as to any Option Shares not then vested or which do not vest as a result of such transaction except as the Committee otherwise may determine in its sole discretion. In any case, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction or event; provided, however, that if (and only if) the Optionee agrees, provision may be made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and, in the case of an assumption, with references to the Company being deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company immediately prior entitled to participate in such merger transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or consolidation own record date, the Optionee may exercise any vested portion of this Stock Option, but after such merger effective date or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationrecord date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger Notwithstanding anything in Section 4 to the contrary, in the case of one (a) the dissolution or more corporations with liquidation of the Company, (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one on a consolidated basis to an another person or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent entity, (50%c) of the voting power of the Company or the surviving or resulting corporationa merger, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger reorganization or consolidation in which the stockholders holders of the Company Company’s outstanding voting power immediately prior to such merger or consolidation continue to transaction do not own after such merger or consolidation shares representing at least fifty percent (50%) a majority of the outstanding voting power of the Company or the surviving or resulting corporationentity immediately upon completion of such transaction, as (d) the case may be, or if sale of all of the outstanding stock of the Company is liquidatedto an unrelated person or entity or (e) any other transaction where the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the relevant entity after the transaction (in each case, or sells or otherwise disposes of substantially all its assets to another corporation while a “Sale Event”), this Stock Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after shall terminate on the effective date of such mergertransaction or event, consolidation, liquidation, sale unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or disposition, as continuation by the case may be, the Holder Company of this Stock Option shall be entitled, upon exercise or the substitution for this Stock Option of this Option, to receive, in lieu a new stock option of the shares of Common Stock successor person or entity or a parent or subsidiary thereof, with appropriate adjustment as to which this Option was exercisable immediately prior to such event, the number and class kind of shares and the per share exercise price, as provided in Section 4 of stock or other securitiesthis Agreement. In the event of any transaction which will result in such termination, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant Company shall give to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately Optionee written notice thereof prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such mergertransaction. Until such effective date, consolidationthe Optionee may exercise any portion of this Stock Option, liquidationbut after such effective date, sale the Optionee may not exercise this Stock Option unless it is assumed or dispositionsubstituted by the successor entity (or a parent or subsidiary thereof) as provided above. Notwithstanding anything to the contrary in this Section 5, in the event of a Sale Event pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A) the value as determined by the Board of Directors of the consideration payable per share of Common Stock pursuant to the Sale Event (the “Sale Price”) times the number of shares of Stock subject to this Stock Option (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock Option.

Effect of Certain Transactions. After a merger In the case of one (a) the dissolution ------------------------------ or more corporations with liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its Subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions effectively constituting a sale of the Company in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction (a "Sale Event"), this Stock Option shall be deemed fully vested and exercisable (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction, provided that such acceleration and any notice of exercise of options that become vested as a result thereof shall in all cases be subject to and contingent upon the closing or consummation of such transaction. In any case, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and, in the case of an assumption, with references to the Company being deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company immediately prior entitled to participate in such merger transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or consolidation own record date, the Optionee may exercise any vested portion of this Stock Option, but after such merger effective date or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationrecord date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger In the case of one (a) the ------------------------------ dissolution or more corporations with liquidation of the Company; (b) the sale of all or into substantially all of the Company or after a consolidation assets of the Company and one its subsidiaries to another person or more corporations entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of the outstanding stock of the Company to an unrelated person or entity; or (e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction, this Stock Option shall no longer vest except as the Committee may determine in its sole discretion and in any case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on the effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such transaction, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to, and (in the case of an assumption) with references to the Company deemed to refer to such successor entity. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company immediately prior entitled to participate in such merger transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or consolidation own record date, the Optionee may exercise any vested portion of this Stock Option, but after such merger effective date or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporationrecord date, as the case may be, the Holder shall, at no additional cost, be entitled upon Optionee may not exercise of this Stock Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock unless it is assumed or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled substituted by the Committee successor as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, at the time of one the occurrence of any of the events described in Sections 10(a) through (d) below, the Option shall automatically become 100% vested and exercisable and converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective date of such event; provided, however, that the vesting schedule of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Plan; and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraphs (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 10 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.

Effect of Certain Transactions. After a merger Notwithstanding any provision in this Option to the contrary, immediately before the effective time of one any of the events described in Sections 12(a) through (d) below, the portion of this Option that is not vested shall immediately and automatically vest and, to the extent not exercised, the Option shall be automatically converted into an Option to acquire the kind and amount of shares of stock or more corporations other securities or property that the Optionee would have owned or have been entitled to receive immediately after the occurrence of the event, had the Option been exercised in full immediately before the effective time of such event; provided, however, that the Expiration Date of the Option shall remain unchanged, and, in any such case, appropriate adjustment shall be made in the application of the provisions of this Option with respect to the rights and interests thereafter of the Optionee, to the end that the provisions set forth in this Option shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or into other securities or property thereafter deliverable on the Company exercise of this Option: (a) The sale, lease, exchange or after a consolidation other transfer, directly or indirectly, of all or substantially all of the assets of the Company and (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company, (b) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; (c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly, of more corporations in which than fifty percent (50%) of the stockholders combined voting power of the outstanding securities of the Company immediately prior ordinarily having the right to such merger or consolidation own after such merger or consolidation shares representing vote at elections of directors who were not beneficial owners of at least fifty percent (50%) of the such combined voting power as of the Company date the Company’s Board of Directors adopted the Option Plan, and (d) A merger or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) consolidation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which party if the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation continue to own after have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation shares of securities of the surviving company representing at least less than fifty percent (50%) of the combined voting power of the Company surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the surviving Committee shall not have the power or resulting corporationright, as either before or after the case may beoccurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to amend the provisions of clause (ii) below, after this Section 12 without the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu consent of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or dispositionOptionee.