(i) The number and type of securities subject to each outstanding Award and the exercise price
or grant price thereof, if applicable, will be proportionately adjusted. The adjustments provided
under this Section 12.1(c)(i) shall be nondiscretionary and shall be final and binding on the
affected Participant and the Company.
(ii) The Committee shall make such proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate
number and kind of shares that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Sections 3.1 and 3.3).
12.2 Acceleration Upon a Change in Control. Notwithstanding Section 12.1, and except
as may otherwise be provided in any applicable Award Agreement or other written agreement entered
into between the Company, a Parent, a Subsidiary, or other Company affiliate and a Participant, if
a Change in Control occurs and a Participants Awards are not converted, assumed, or replaced by a
successor entity, then immediately prior to the Change in Control such Awards shall become fully
exercisable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation
of, a Change in Control, the Committee may cause any and all Awards outstanding hereunder to
terminate at a specific time in the future, including but not limited to the date of such Change in
Control, and shall give each Participant the right to exercise such Awards during a period of time
as the Committee, in its sole and absolute discretion, shall determine. In the event that the
terms of any agreement between the Company, a Parent, a Subsidiary, or other Company affiliate and
a Participant contains provisions that conflict with and are more restrictive than the provisions
of this Section 12.2, this Section 12.2 shall prevail and control and the more restrictive terms of
such agreement (and only such terms) shall be of no force or effect.
12.3 No Other Rights. Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of Stock subject to an Award or the grant or
exercise price of any Award.
13.1 Committee. Unless and until the Board delegates administration of the Plan to a
Committee as set forth below, the Plan shall be administered by the full Board, and for such
purposes the term Committee as used in the Plan shall be deemed to refer to the Board. The
Board, at its discretion or as otherwise necessary to comply with the requirements of Section
162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by any
other applicable rule or regulation, shall delegate administration of the Plan to a Committee. The
Committee shall consist solely of two or more members of the Board each of