Common use of Acceleration of Exercisability Clause in Contracts

Acceleration of Exercisability. (a) Upon a Termination of Employment of the Participant due to the death or Disability of the Participant, or the retirement of the Participant prior to age 65 with the consent of the Committee or under an early retirement policy of the Company, all Options granted and not previously exercisable shall immediately become fully exercisable. (b) All Options granted and not previously exercisable shall become fully exercisable immediately upon a Termination of Employment of the Participant by the Company without Cause, if the Termination of Employment occurs subsequent to a Change of Control (as defined herein). For this purpose, a "Change of Control" shall be deemed to have occurred upon: (i) an acquisition by any individual, entity or group (within the meaning of Section 13d-3 or 14d-1 of the Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of the combined voting power of the then outstanding voting securities of SPINC entitled to vote generally in the election of directors (the "Outstanding SPINC Voting Securities"); excluding, however, the following: (x) any acquisition by the Company, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a "Corporate Transaction"), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Section 5(b) are satisfied; or (ii) a change in the composition of the Board (as defined in the Plan) such that the individuals who, as of the Effective Date (as defined in the Plan), constitute the Board (the Board as of the Effective Date shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided that, for purposes of this Subsection, any individual who becomes a member of the Board subsequent to the Effective Date and whose election, or nomination for election by SPINC stockholders, was approved by the members of the Board who also are members of the Incumbent Board (or so deemed to be pursuant to this proviso) shall be deemed a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office is in connection with a Change of Control described in (i), (iii) or (iv) of this Section 5(b) or whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act (as defined in the Plan)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so deemed a member of the Incumbent Board; or (iii) the approval by the stockholders of SPINC of a Corporate Transaction or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) the beneficial owners (or beneficiaries of the beneficial owners) of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) the approval of the stockholders of SPINC of (A) a complete liquidation or dissolution of SPINC or (B) the sale or other disposition of all or substantially all the assets of SPINC; excluding, however, such a sale or other disposition to a corporation with respect to which, following such sale or other disposition, (x) more than 60% of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners (or beneficiaries of the beneficial owners), respectively, of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (y) no Person (other than the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of such corporation.

Acceleration of Exercisability. (a) Upon In the event of a Termination of Employment of resulting from the Participant due to Optionee's normal retirement or total disability (each as determined by the death or Disability of the ParticipantCommittee in accordance with Company policies), or the early retirement of the Participant prior to age 65 with the consent of the Committee or death, the Option, to the extent vested under an early retirement policy Section 3.1(b), shall be exercisable as to all such vested shares covered hereby, notwithstanding that this Option may not have become fully exercisable under Section 3.1(c). The Committee, in the event of such a Termination of Employment, may also accelerate the vesting and exercisability of all or any portion of the Option that has not become vested under Section 3.1(b) to the extent the Committee, in its absolute discretion, determines that it would be appropriate to do so based on the circumstances of such Termination of Employment and the extent to which the Company, all Options granted 's (and not previously exercisable shall immediately become fully exercisableits Subsidiaries') sales and EBIT have progressed towards achieving the objectives set forth in Section 3.1(b). (b) All Options granted In the event of the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Company's assets or of a Controlling Percentage of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee shall then provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3.3(e), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not previously exercisable shall yet have become either vested or fully exercisable immediately upon a Termination under Section 3.1; provided, however, that this acceleration of Employment of the Participant by the Company without Cause, if the Termination of Employment occurs subsequent to a Change of Control (as defined herein). For this purpose, a "Change of Control" vesting and exercisability shall be deemed to have occurred uponnot take place if: (i) an acquisition by any individual, entity or group (within the meaning of This Option becomes unexercisable under Section 13d-3 or 14d-1 of the Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of the combined voting power of the then outstanding voting securities of SPINC entitled 3.3 prior to vote generally in the election of directors (the "Outstanding SPINC Voting Securities"); excluding, however, the following: (x) any acquisition by the Company, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a "Corporate Transaction"), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Section 5(b) are satisfiedsaid effective date; or (ii) a change in the composition of the Board (as defined in the Plan) In connection with such that the individuals whoan event, as of the Effective Date (as defined in the Plan), constitute the Board (the Board as of the Effective Date shall be hereinafter referred to as the "Incumbent Board") cease provision is made for any reason to constitute at least a majority of the Board; provided that, for purposes an assumption of this SubsectionOption or a substitution therefor of a new option by an employer corporation or a parent or subsidiary of such corporation. The Committee may make such determinations and adopt such rules and conditions as it, any individual who becomes a member in its absolute discretion, deems appropriate in connection with such acceleration of the Board subsequent exercisability, including, but not by way of limitation, provisions to the Effective Date and whose election, or nomination for election by SPINC stockholders, was approved by the members of the Board who also are members of the Incumbent Board (or so deemed to be pursuant to this proviso) shall be deemed a member of the Incumbent Board; but, provided further, ensure that any such individual whose initial assumption of office is in connection with a Change of Control described in (i), (iii) or (iv) of this Section 5(b) or whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under acceleration and resulting exercise shall be conditioned upon the Act (as defined in the Plan)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so deemed a member consummation of the Incumbent Board; or (iii) the approval by the stockholders of SPINC of a Corporate Transaction or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) the beneficial owners (or beneficiaries of the beneficial owners) of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) the approval of the stockholders of SPINC of (A) a complete liquidation or dissolution of SPINC or (B) the sale or other disposition of all or substantially all the assets of SPINC; excluding, however, such a sale or other disposition to a corporation with respect to which, following such sale or other disposition, (x) more than 60% of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners (or beneficiaries of the beneficial owners), respectively, of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (y) no Person (other than the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of such corporationcontemplated corporate transaction.

Acceleration of Exercisability. (a) Upon a Termination of Employment of the Participant due to the death or Disability of the Participant, or the retirement of the Participant prior to age 65 with the consent of the Committee or under an early retirement policy of the Company, all Options granted and not previously exercisable shall immediately become fully exercisable. (b) All Options granted and not previously exercisable shall become fully exercisable immediately upon a Termination the later of Employment of the Participant by the Company without Cause, if the Termination of Employment occurs subsequent to a Change of Control (as defined herein). For this purpose, a "Change of Control" shall be deemed to have occurred upon: (ia) an acquisition after the Effective Date by any individual, entity or group (within the meaning of Section 13d-3 or 14d-1 of the Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 5030% of the combined voting power of the then outstanding voting securities of SPINC the Company entitled to vote generally in the election of directors (the "Outstanding SPINC Voting Securities")directors, including, but not limited to, by merger, consolidation or similar corporate transaction or by purchase; excluding, however, the following: (x) any such acquisition by the Company, Company or Designated Subsidiaries or (y) any such acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a "Corporate Transaction"), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Section 5(b) are satisfiedDesignated Subsidiaries; or (ii) a change in the composition of the Board (as defined in the Plan) such that the individuals who, as of the Effective Date (as defined in the Plan), constitute the Board (the Board as of the Effective Date shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided that, for purposes of this Subsection, any individual who becomes a member of the Board subsequent to the Effective Date and whose election, or nomination for election by SPINC stockholders, was approved by the members of the Board who also are members of the Incumbent Board (or so deemed to be pursuant to this proviso) shall be deemed a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office is in connection with a Change of Control described in (i), (iii) or (iv) of this Section 5(b) or whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act (as defined in the Plan)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so deemed a member of the Incumbent Board; or (iii) the approval by the stockholders of SPINC of a Corporate Transaction or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) the beneficial owners (or beneficiaries of the beneficial owners) of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (ivb) the approval of the stockholders of SPINC the Company of (Ai) a complete liquidation or dissolution of SPINC the Company or (Bii) the sale or other disposition of all or substantially all more than 80% of the assets of SPINCthe Company and Designated Subsidiaries on a consolidated basis (determined under generally accepted accounting principles as determined in good faith by the Committee); excluding, however, such a sale or other disposition to a corporation with respect to which, following such sale or other disposition, (x) more than 6070% of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners (or beneficiaries of the beneficial owners), respectively, of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (y) no Person (other than the Company Company, Designated Subsidiaries, and any employee benefit plan (or related trust) of the Company or Designated Subsidiaries or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 2070% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may beShares) will beneficially own, directly or indirectly, 2070% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board board prior to such sale or other disposition will constitute at least a majority of the members of the board of directors of such corporation. (c) within any 24 month period beginning on or after the Effective Date, the persons who were directors of the Company immediately before the beginning of such period ("Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with approval of, at least two-thirds of the directors who qualified as Incumbent Directors either actually or by prior operation of this subsection, unless such election, recommendation or approval was a result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision.

Acceleration of Exercisability. (a) Upon a If the Employee’s Termination of Employment occurs as a result of retirement, then upon such retirement the Participant due Option shall become exercisable as to all shares covered thereby, notwithstanding that the death or Disability of the Participant, or the retirement of the Participant prior to age 65 with the consent of the Committee or under an early retirement policy of the Company, all Options granted and Option may not previously exercisable shall immediately yet have become fully exercisableexercisable under Section 3.1(a). (b) All Options granted and not previously exercisable Notwithstanding the provisions of Section 3.1, in the event of a Change in Control of the Company the Option shall become fully vested and exercisable immediately upon a Termination as to all shares covered thereby. (c) For purposes of Employment of the Participant by the Company without Cause, if the Termination of Employment occurs subsequent to a Change of Control (as defined herein). For this purposeSection 3.4, a "“Change of in Control" ” shall be deemed to have occurred uponif the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) an acquisition by any individualPerson is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, entity as amended (the “Exchange Act”)), directly or group (within the meaning indirectly, of Section 13d-3 or 14d-1 securities of the ActCompany (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or any of its affiliates) representing more than 30% of the combined voting power of the Company’s then outstanding securities; or (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the “Board”) and any new director (other than a "Person"director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of beneficial ownership this Section 3.4(c) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (within the meaning of Rule 13d-3 promulgated under the Act2/3) 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 (iii) there is consummated a merger or consolidation of the Company with any other company, other than (A) a merger or consolidation which would result in the 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), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then outstanding voting securities of SPINC entitled to vote generally in the election of directors (the "Outstanding SPINC Voting Securities"); excludingsecurities, however, the following: (x) any acquisition by the Company, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a "Corporate Transaction"), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Section 5(b) are satisfied; or (ii) a change in the composition of the Board (as defined in the Plan) such that the individuals who, as of the Effective Date (as defined in the Plan), constitute the Board (the Board as of the Effective Date shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided that, for purposes of this Subsection, any individual who becomes a member of the Board subsequent to the Effective Date and whose election, or nomination for election by SPINC stockholders, was approved by the members of the Board who also are members of the Incumbent Board (or so deemed to be pursuant to this proviso) shall be deemed a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office is in connection with a Change of Control described in (i), (iii) or (iv) of this Section 5(b) or whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act (as defined in the Plan)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so deemed a member of the Incumbent Board; or (iii) the approval by the stockholders of SPINC of a Corporate Transaction or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) the beneficial owners (or beneficiaries of the beneficial owners) of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) the approval shareholders of the stockholders Company approve a plan of SPINC of (A) a complete liquidation of the Company or dissolution of SPINC or (B) an agreement for the sale or other disposition by the Company of all or substantially all of the assets Company’s assets. (d) For purposes of SPINCthis Section 3.4, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; excludingprovided, however, such a sale Person shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other disposition to a corporation with respect to which, following such sale fiduciary holding securities under an employee benefit plan of the Company or other dispositionany of its subsidiaries, (xiii) more than 60% of the then outstanding shares of common stock an underwriter temporarily holding securities pursuant to an offering of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially securities, or (iv) a Company owned, directly or indirectly, by the individuals and entities who were the beneficial owners (or beneficiaries stockholders of the beneficial owners), respectively, of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such sale or other disposition Company in substantially the same proportion proportions as their ownership, immediately prior to such sale or other disposition, ownership of stock of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (y) no Person (other than the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of such corporationCompany.

Acceleration of Exercisability. (a) Upon a Termination In the event of Employment of the Participant due to the death or Disability of the Participant, or the retirement of the Participant prior to age 65 with the consent of the Committee or under an early retirement policy of the Company, all Options granted and not previously exercisable shall immediately become fully exercisable. (b) All Options granted and not previously exercisable shall become fully exercisable immediately upon a Termination of Employment of the Participant by the Company without Cause, if the Termination of Employment occurs subsequent to a Change of Control (as defined herein). For this purpose, a "Change of Control" shall be deemed to have occurred upon: (i) an acquisition by any individualthe merger, entity reorganization or group (within the meaning of Section 13d-3 or 14d-1 consolidation of the Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50% of the combined voting power of the then outstanding voting securities of SPINC entitled to vote generally in the election of directors (the "Outstanding SPINC Voting Securities"); excludingCompany with or into another corporation, however, the following: (x) any acquisition by the Company, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a "Corporate Transaction"), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Section 5(b) are satisfied; or (ii) a change in the composition of the Board (as defined in the Plan) such that the individuals who, as of the Effective Date (as defined in the Plan), constitute the Board (the Board as of the Effective Date shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided that, for purposes of this Subsection, any individual who becomes a member of the Board subsequent to the Effective Date and whose election, acquisition by another corporation or nomination for election by SPINC stockholders, was approved by the members of the Board who also are members of the Incumbent Board (or so deemed to be pursuant to this proviso) shall be deemed a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office is in connection with a Change of Control described in (i), (iii) or (iv) of this Section 5(b) or whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act (as defined in the Plan)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so deemed a member of the Incumbent Board; or (iii) the approval by the stockholders of SPINC of a Corporate Transaction or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) the beneficial owners (or beneficiaries of the beneficial owners) of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) the approval of the stockholders of SPINC of (A) a complete liquidation or dissolution of SPINC or (B) the sale or other disposition person of all or substantially all the assets of SPINC; excluding, however, such a sale or other disposition to a corporation with respect to which, following such sale or other disposition, (x) more than 60% of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially owned, directly Company's assets or indirectly, by the individuals and entities who were the beneficial owners eighty percent (or beneficiaries of the beneficial owners), respectively, of the outstanding Shares and Outstanding SPINC Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Shares and Outstanding SPINC Voting Securities, as the case may be, (y80%) no Person (other than the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the outstanding Shares or Outstanding SPINC Voting Securities, as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the Company's then outstanding voting securities stock, or (iii) the liquidation or dissolution of the Company (in each case in which the Company is not the surviving corporation or the Company becomes a wholly owned subsidiary of either corporation), the Option shall, for a ten-day period ending on the fifth day immediately preceding the effective date of such corporation entitled event, be exercisable as to vote generally all the shares covered hereby, notwithstanding that the Option may not yet have become fully exercisable under Section 3.1 (a); provided, however, that this acceleration of exercisability shall not take place if: (a) The Option becomes unexercisable under Section 3.3 prior to said effective date; or (b) In connection with such an event, provision is made for an assumption of the Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3.5. Notwithstanding the foregoing, in the event that the transaction causing an acceleration of exercisability under this Section is not consummated, (i) any vested installment that was exercised pursuant to this Section may, at the election of directors the Employee, be rescinded, and (zii) individuals who were members any unvested installment that became exercisable solely by reason of the Incumbent Board will constitute at least a majority provisions of this Section shall again become unvested and unexercisable as of the members termination of the board transaction, subject to the regular terms and provisions of directors this Agreement. The Plan Administrator may make such determinations and adopt such other ru1es and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such corporationacceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (b) above.