Common use of Adjustment Upon Changes in Capitalization Clause in Contracts

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), the number of shares of Common Stock subject to the Option shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of Common Stock on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number shares of stock covered by this Stock Option are shares of Common Stock purchasable upon the exercise of the Option shall be subject Company. Subject to adjustment from time to time as provided in this Section 5. (a) In 6 hereof, if the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), the number of shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to the Option shall be increased so that the number any unexercised portion of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common this Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) Option. In the event of any change such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by reason of stock dividendsthe Committee, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactionswhose determination as to what adjustment shall be made, and no adjustment is required pursuant to the terms of Section 5(a)extent thereof, then the type and number of shall be conclusive. No fractional shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicablefractional shares. (c) Whenever the number of shares of Common Stock on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASEIncrease"), the number of shares of Common Stock subject to the Option shall be increased so that the by a number of shares issuable upon exercise of the Option shall be equal to the product of (A) a fraction, the percentage numerator of which is the outstanding number of shares of Common Stock for which the Option was exercisable immediately prior to the Increase and the denominator of which is the number of shares of Common Stock specified in Section 1 hereof and (B) the product of (i) 11.68193% and (ii) the number of shares of Common Stock outstanding on a fully diluted basis immediately after the Increase minus the number of shares of Common Stock on a fully diluted basis immediately prior to the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, transactions and no adjustment is required pursuant to the terms of Section 5(a), then then, the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of Common Stock on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 56. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 6), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals nineteen and nine-tenths percent (19.9%) of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted adjusted, and proper provision will be made in the agreements governing such transaction so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof as a result of the events described in clause (b) hereof (but not the events described in clause (a) hereof), the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment. (d) No adjustment made in accordance with this Section 6 shall constitute or be deemed a waiver of any breach of any of Issuer's representations, warranties, covenants, agreements or obligations contained in the Merger Agreement. (e) If the Issuer satisfies a portion of its obligation to pay Grantee a termination fee as permitted by Section 7.2 of the Merger Agreement by issuing to Grantee shares of Common Stock (the "Termination Fee Shares"), then the number of shares of Common Stock subject to the Option (including those Option Shares which may have already been exercised) will be adjusted so that the sum of the number of shares of Common Stock subject to the Option and the number of Termination Fee Shares equals nineteen and nine-tenths percent (19.9%) of the number of shares of Common Stock then issued and outstanding, without giving effect to any Option Shares or Termination Fee Shares.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise (a) If all or any portion of the Option shall be subject ex-er cised subsequent to adjustment from time any stock split, stock dividend, recapital ization, combination of shares of the Company, or other similar event occurring after the date hereof, then the Holder exercising the Option shall receive, for the aggregate price paid upon the exercise, the aggregate number and class of shares which the Hol- der would have received if the Option had been exercised immedi- ately prior to time as provided in such stock split, stock dividend, recapitaliza tion, combination of shares, or other similar event. If any ad- justment under this Section 5. (aparagraph 6(a) In the event that any additional shares would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), such fractional share shall be disregarded and the number of shares of Common Stock subject to the Option shall be increased so that the next higher number of shares issuable upon exercise shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(a), the Com- pany shall forthwith notify the Holder of such adjustment, set- ting forth in reasonable detail the event requiring the adjust ment and the method by which such adjustment was calculated. (b) If all or any portion of the Option shall be equal ex-er cised subsequent to the product any merger, consolidation, exchange of (A) the percentage shares, separation, reorganization or liquidation of the outstanding Company or other similar event occurring after the date hereof, as a re- s▇▇▇ of which shares of Common Stock for which shall be changed into the Option was exercisable immediately prior to the Increase and (B) the same or a different number of shares of Common Stock outstanding immediately after the Increase; provided that same or another class or classes of securities of the number of shares of Common Stock subject to Company or another entity, then the Holder exercising the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividendsreceive, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of for the aggregate Option Price hereunder price paid upon such exercise, the aggregate number and class of shares or other securities or property that Grantee which the Holder would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such eventmerger, consolidation, exchange of shares, separation, reorganization or liquidation, or the record date thereforother similar event. If any adjustment under this paragraph 6(b) would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, as applicable. (c) Whenever such fractional share shall be disregarded and the number of shares subject to this Option shall be the next higher number of Common Stock on a fully diluted basis changes after the date hereofshares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b), the Option Price Company shall be adjusted by multiplying forthwith notify the Option Price by a fractionHolder of such adjustment, setting forth in reasonable detail the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to event requiring the adjustment and the denominator of method by which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustmentsuch ad- justment was calculated.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASEIncrease"), the number of shares of Common Stock subject to the Option shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.910.1% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, transactions and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of Common Stock on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise (a) If all or any portion of the Option shall be subject exer- cised subsequent to adjustment from time any stock split, stock dividend, recapital ization, combination of shares of the Company, or other similar event occurring after the date hereof, then the Holder exercising the Option shall receive, for the aggregate price paid upon the exercise, the aggregate number and class of shares which the Hol- der would have received if the Option had been exercised immedi- ately prior to time as provided in such stock split, stock dividend, recapitaliza tion, combination of shares, or other similar event. If any ad- justment under this Section 5. (aparagraph 6(a) In the event that any additional shares would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), such fractional share shall be disregarded and the number of shares of Common Stock subject to the Option shall be increased so that the next higher number of shares issuable upon exercise shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(a), the Com- pany shall forthwith notify the Holder of such adjustment, set- ting forth in reasonable detail the event requiring the adjust ment and the method by which such adjustment was calculated. (b) If all or any portion of the Option shall be equal exer- cised subsequent to the product any merger, consolidation, exchange of (A) the percentage shares, separation, reorganization or liquidation of the outstanding Company or other similar event occurring after the date hereof, as a re- s▇▇▇ of which shares of Common Stock for which shall be changed into the Option was exercisable immediately prior to the Increase and (B) the same or a different number of shares of Common Stock outstanding immediately after the Increase; provided that same or another class or classes of securities of the number of shares of Common Stock subject to Company or another entity, then the Holder exercising the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividendsreceive, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of for the aggregate Option Price hereunder price paid upon such exercise, the aggregate number and class of shares or other securities or property that Grantee which the Holder would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such eventmerger, consolidation, exchange of shares, separation, reorganization or liquidation, or the record date thereforother similar event. If any adjustment under this paragraph 6(b) would create a fractional share of Common Stock or a right to ac- quire a fractional share of Common Stock, as applicable. (c) Whenever such fractional share shall be disregarded and the number of shares subject to this Op- tion shall be the next higher number of Common Stock on a fully diluted basis changes after the date hereofshares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b), the Option Price Company shall be adjusted by multiplying forthwith notify the Option Price by a fractionHolder of such adjustment, setting forth in reasonable detail the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to event requiring the adjustment and the denominator of method by which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustmentsuch ad- justment was calculated.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that of any additional change in the Common Stock by reason of stock dividends, stock splits, recapitalizations or the like, the type and number of shares of Common Stock, or subject to the Option and the Exercise Price shall be adjusted appropriately. (b) If at any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after time following the date hereof (an "INCREASE")hereof, the number of Company shall issue shares of Common Stock subject to (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the Option Current Market Price (as defined below) per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Current Market Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued), then the Exercise Price shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of adjusted by multiplying (A) the percentage of Exercise Price in effect on the outstanding Common Stock for which the Option was exercisable day immediately prior to the Increase and such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately after the Increase; provided that on such date and (2) the number of shares of Common Stock subject to purchasable at the Option shall in no event exceed 19.9% of then Current Market Price per share with the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In aggregate consideration receivable by the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to Company for the terms of Section 5(a), then the type and total number of shares of Common Stock purchasable upon exercise hereof so issued (or into which the Convertible Securities may convert), and the denominator of which shall be appropriately adjusted so that Grantee shall receive upon exercise the sum of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (cx) Whenever the number of shares of Common Stock outstanding on a fully diluted basis changes after such date and (y) the number of additional shares of Common Stock issued (or into which the Convertible Securities may convert). An adjustment made pursuant to this Section 6(b) shall be made on the next business day following the date hereofon which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 6(b), the Option Price shall be adjusted aggregate consideration receivable by multiplying the Option Price by a fraction, Company in connection with the numerator of which shall be equal to the aggregate number issuance of shares of Common Stock purchasable prior or of Convertible Securities shall be deemed to the adjustment and the denominator of which shall be equal to the sum of the aggregate number offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock purchasable (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to Section 6(a), or (ii) any stock option plan, stock purchase plan or other benefit program of the Company or executive compensation package approved by the Company's Board of Directors involving the grant of options to employees or directors of the Company shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 6(b) applies. Upon the expiration unexercised of any Convertible Securities for which an adjustment has been made pursuant to this Section 6(b), the adjustments shall forthwith be reversed to effect such rate of conversion as would have been in effect at the time of such expiration or termination had such Convertible Securities, to the extent outstanding immediately after the adjustmentprior to such expiration or termination, never been issued.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASEIncrease"), the number of shares of Common Stock subject to the Option shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, transactions and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of Common Stock subject to this Agreement on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of ----------------------------------------- Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 5), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 19.9% of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof, the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) A. In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Shares are issued or otherwise become outstanding after the date hereof of this Agreement (an "INCREASE"other than pursuant to exercise of the Option pursuant to this Agreement or as contemplated by subparagraph 6(B) of this Agreement), including, without limitation, pursuant to stock option or other employee plans or as a result of the exercise of conversion rights, the number of shares of Common Stock Shares subject to the Option shall be increased so that that, after such issuance, it (together with all Option shares previously issued pursuant hereto) equals 24.9% of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the Shares then issued and outstanding without giving effect to any shares of Common Stock immediately prior subject or issued pursuant to exercisethis Option. (b) B. In the event of any change in the Common Stock Shares by reason of stock dividendsdividend, splitssplit-up, mergersmerger, recapitalization, combinationssubdivision, subdivisionsconversion, conversionscombination, exchanges exchange of shares or other similar transactionstransaction, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof Option Shares, and the Option Price therefor, shall be appropriately adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Grantee the Purchaser shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee the Purchaser would have received in respect of Common Stock held immediately after such event if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) . Whenever the number of shares of Common Stock on a fully diluted basis changes after the date hereofOption Shares (or other securities) purchasable upon exercise hereof is adjusted as provided in this subparagraph 6(B), the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be is equal to the aggregate number of shares of Common Stock purchasable Option Shares prior to the adjustment Adjustment and the denominator of which shall be is equal to the aggregate number of shares of Common Stock Option Shares (or other securities) purchasable immediately after the adjustment.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise (a) If all or any portion of the Option shall be subject exercised subsequent to any stock split, stock dividend, recapitalization, combination of shares of the Company, or other similar event occurring after the date hereof, then the Holder exercising the Option shall receive, for the aggregate price paid upon the exercise, the aggregate number and class of shares which the Holder would have received if the Option had been exercised immediately prior to such stock split, stock dividend, recapitalization, combination of shares, or other similar event. If any adjustment from time to time as provided in under this Section 5. (a7(a) In the event that any additional shares would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), such fractional share shall be disregarded and the number of shares of Common Stock subject to the Option shall be increased so that the next higher number of shares issuable upon exercise shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(a), the Company shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) If all or any portion of the Option shall be equal exercised subsequent to the product any merger, consolidation, exchange of (A) the percentage shares, separation, reorganization or liquidation of the outstanding Company or other similar event occurring after the date hereof, as a result of which shares of Common Stock for which shall be changed into the Option was exercisable immediately prior to the Increase and (B) the same or a different number of shares of Common Stock outstanding immediately after the Increase; provided that same or another class or clas- ses of securities of the number of shares of Common Stock subject to Company or another entity, then the Holder exercising the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividendsreceive, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of for the aggregate Option Price hereunder price paid upon such exercise, the aggregate number and class of shares or other securities or property that Grantee which the Holder would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such eventmerger, consolidation, exchange of shares, separation, reorganization or liquidation, or the record date thereforother similar event. If any adjustment under this Section 7(b) would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, as applicable. (c) Whenever such fractional share shall be disregarded and the number of shares subject to this Option shall be the next higher number of Common Stock on a fully diluted basis changes after the date hereofshares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(b), the Option Price Company shall be adjusted by multiplying forthwith notify the Option Price by a fractionHolder of such adjustment, setting forth in reasonable detail the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to event requiring the adjustment and the denominator of method by which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustmentsuch adjustment was calculated.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that of any additional change in the Common Stock by reason of stock dividends, stock splits, recapitalizations or the like, the type and number of shares of Common Stock, or subject to the Option and the Exercise Price shall be adjusted appropriately. (b) If at any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after time following the date hereof (an "INCREASE")hereof, the number of Company shall issue shares of Common Stock subject to (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the Option Current Market Price (as defined below) per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Current Market Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued), then the Exercise Price shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of adjusted by multiplying (A) the percentage of Exercise Price in effect on the outstanding Common Stock for which the Option was exercisable day immediately prior to the Increase and such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately after the Increase; provided that on such date and (2) the number of shares of Common Stock subject to purchasable at the Option shall in no event exceed 19.9% of then Current Market Price per share with the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In aggregate consideration receivable by the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to Company for the terms of Section 5(a), then the type and total number of shares of Common Stock purchasable upon exercise hereof so issued (or into which the Convertible Securities may convert), and the denominator of which shall be appropriately adjusted so that Grantee shall receive upon exercise the sum of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (cx) Whenever the number of shares of Common Stock outstanding on a fully diluted basis changes after such date and (y) the number of additional shares of Common Stock issued (or into which the Convertible Securities may convert). An adjustment made pursuant to this Section 6(b) shall be made on the next business day following the date hereofon which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 6(b), the Option Price shall be adjusted aggregate consideration receivable by multiplying the Option Price by a fraction, Company in connection with the numerator of which shall be equal to the aggregate number issuance of shares of Common Stock purchasable prior or of Convertible Securities shall be deemed to the adjustment and the denominator of which shall be equal to the sum of the aggregate number offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock purchasable (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to Section 6(a), or (ii) any stock option plan, stock purchase plan or other benefit program of the Company or executive compensation package approved by the Company's Board of Directors involving the grant of options to employees or directors of the Company shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 6(b) applies. Upon the expiration unexercised of any Convertible Securities for which an adjustment has been made pursuant to this Section 6(b), the adjustments shall forthwith be reversed to effect such rate of conversion as would have been in effect at the time of such expiration or termination had such Convertible Securities, to the extent outstanding immediately after prior to such expiration or termination, never been issued. "Current Market Price", when used with reference to shares of the adjustment.Common Stock or another security on any date, shall mean the average of the daily closing prices per share of such Common Stock or other security for the 20 preceding trading days. If the Common Stock or such other securities are listed or admitted to trading on a national securities exchange, the closing price shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock or such other securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 56. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 6), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals nineteen and nine- tenths percent (19.9%) of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted adjusted, and proper provision will be made in the agreements governing such transaction so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof as a result of the events described in clause (b) hereof (but not the events described in clause (a) hereof), the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment. (d) No adjustment made in accordance with this Section 6 shall constitute or be deemed a waiver of any breach of any of Issuer's representations, warranties, covenants, agreements or obligations contained in the Merger Agreement. (e) If the Issuer satisfies a portion of its obligation to pay Grantee a termination fee as permitted by Section 7.2 of the Merger Agreement by issuing to Grantee shares of Common Stock (the "Termination Fee Shares"), then the number of shares of Common Stock subject to the Option (including those Option Shares which may have already been exercised) will be adjusted so that the sum of the number of shares of Common Stock subject to the Option and the number of Termination Fee Shares equals nineteen and nine-tenths percent (19.9%) of the number of shares of Common Stock then issued and outstanding, without giving effect to any Option Shares or Termination Fee Shares.

Adjustment Upon Changes in Capitalization. The number of shares ----------------------------------------- of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 56. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 6), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals nineteen and nine-tenths percent (19.9%) of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted adjusted, and proper provision will be made in the agreements governing such transaction so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof as a result of the events described in clause (b) hereof (but not the events described in clause (a) hereof), the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment. (d) No adjustment made in accordance with this Section 6 shall constitute or be deemed a waiver of any breach of any of Issuer's representations, warranties, covenants, agreements or obligations contained in the Merger Agreement. (e) If the Issuer satisfies a portion of its obligation to pay Grantee a termination fee as permitted by Section 7.2 of the Merger Agreement by issuing to Grantee shares of Common Stock (the "Termination Fee Shares"), then the number of shares of Common Stock subject to the Option (including those Option Shares which may have already been exercised) will be adjusted so that the sum of the number of shares of Common Stock subject to the Option and the number of Termination Fee Shares equals nineteen and nine-tenths percent (19.9%) of the number of shares of Common Stock then issued and outstanding, without giving effect to any Option Shares or Termination Fee Shares.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), the number of shares of Common Stock subject to the Option shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock the outstanding Shares by reason of stock dividends, stock splits, split-ups, mergers, recapitalizationconsolidations, recapitalizations, reclassifications, combinations, subdivisions, conversions, exchanges of shares or other similar transactionsthe like, the number and no adjustment is required pursuant kind of Shares or securities subject to the terms of Section 5(a), then Option and the type and number of shares of Common Stock purchasable upon exercise hereof purchase price per Option Share shall be appropriately adjusted adjusted, and proper provisions shall be made in the agreements governing such transaction, so that Grantee Holdings (or any affiliate or subsidiary of Holdings) shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee Holdings (or any affiliate or Subsidiary of Holdings) would have received in respect of Common Stock Shares if the Option had been exercised in full immediately prior to such event, event or the record date therefor, as applicable. If any additional Shares are issued after the date of this Agreement (other than pursuant to an event described in the immediately preceding sentence), the number of Shares subject to the Option shall be adjusted so that immediately prior to such issuance, it equals 19.9% of the number of Shares then issued and outstanding. (cb) Whenever Without limiting the foregoing, whenever the number of shares Option Shares purchasable upon exercise of Common Stock on a fully diluted basis changes after the date hereofOption is adjusted as provided in this Section 7, the Exercise Price per Option Price Share shall be adjusted by multiplying the Option Exercise Price by a fraction, the numerator of which shall be is equal to the aggregate number of shares of Common Stock Option Shares purchasable prior to the adjustment and the denominator of which shall be is equal to the aggregate number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Company enters into an agreement (i) to consolidate with or merge into any person, other than Merger Sub, and the Company will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Merger Sub, to merge into the Company and the Company will be the continuing or surviving corporation, but in connection with such merger, the shares of Common Stock purchasable outstanding immediately after prior to the adjustment.consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Holdings or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Holdings would have received in respect of Option Shares had the Option been exercised immediately prior to such

Adjustment Upon Changes in Capitalization. The number of shares ----------------------------------------- of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 56. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 6), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals nineteen and nine- tenths percent (19.9%) of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted adjusted, and proper provision will be made in the agreements governing such transaction so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof as a result of the events described in clause (b) hereof (but not the events described in clause (a) hereof), the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment. (d) No adjustment made in accordance with this Section 6 shall constitute or be deemed a waiver of any breach of any of Issuer's representations, warranties, covenants, agreements or obligations contained in the Merger Agreement. (e) If the Issuer satisfies a portion of its obligation to pay Grantee a termination fee as permitted by Section 7.2 of the Merger Agreement by issuing to Grantee shares of Common Stock (the "Termination Fee Shares"), then the number of shares of Common Stock subject to the Option (including those Option Shares which may have already been exercised) will be adjusted so that the sum of the number of shares of Common Stock subject to the Option and the number of Termination Fee Shares equals nineteen and nine-tenths percent (19.9%) of the number of shares of Common Stock then issued and outstanding, without giving effect to any Option Shares or Termination Fee Shares.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that of any additional change in the Common Stock by reason of stock dividends, stock splits, recapitalizations or the like, the type and number of shares of Common Stock, or subject to the Option and the Exercise Price shall be adjusted appropriately. (b) If at any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after time following the date hereof (an "INCREASE")hereof, the number of Company shall issue shares of Common Stock subject to (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the Option Current Market Price (as defined below) per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Current Market Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued), then the Exercise Price shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of adjusted by multiplying (A) the percentage of Exercise Price in effect on the outstanding Common Stock for which the Option was exercisable day immediately prior to the Increase and such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately after the Increase; provided that on such date and (2) the number of shares of Common Stock subject to purchasable at the Option shall in no event exceed 19.9% of then Current Market Price per share with the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In aggregate consideration receivable by the event of any change in Common Stock by reason of stock dividends, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to Company for the terms of Section 5(a), then the type and total number of shares of Common Stock purchasable upon exercise hereof so issued (or into which the Convertible Securities may convert), and the denominator of which shall be appropriately adjusted so that Grantee shall receive upon exercise the sum of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (cx) Whenever the number of shares of Common Stock outstanding on a fully diluted basis changes after such date and (y) the number of additional shares of Common Stock issued (or into which the Convertible Securities may convert). An adjustment made pursuant to this Section 6(b) shall be made on the next business day following the date hereofon which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 6(b), the Option Price shall be adjusted aggregate consideration receivable by multiplying the Option Price by a fraction, Company in connection with the numerator of which shall be equal to the aggregate number issuance of shares of Common Stock purchasable prior or of Convertible Securities shall be deemed to the adjustment and the denominator of which shall be equal to the sum of the aggregate number offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock purchasable (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to Section 6(a), or (ii) any stock option plan, stock purchase plan or other benefit program of the Company or executive compensation package approved by the Company's Board of Directors involving the grant of options to employees or directors of the Company shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 6(b) applies. Upon the expiration unexercised of any Convertible Securities for which an adjustment has been made pursuant to this Section 6(b), the adjustments shall forthwith be reversed to effect such rate of conversion as would have been in effect at the time of such expiration or termination had such Convertible Securities, to the extent outstanding immediately after prior to such expiration or termination, never been issued. "Current Market Price", when used with reference to shares of the adjustment.Common Stock or another security on any date, shall mean the average of the daily closing prices per share of such Common Stock or other security for the 20 preceding trading days. If the Common Stock or such other securities are listed or admitted to trading on a national securities exchange, the closing price shall be the last sale price, regular way, or, in case

Adjustment Upon Changes in Capitalization. The number of shares ----------------------------------------- of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 56. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, Stock are issued or otherwise become outstanding after the date hereof (an "INCREASE"other than by reason of subsection (b) of this Section 6), the number of shares of Common Stock subject to the Option shall be increased so that that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals nineteen and nine-tenths percent (19.9%) of the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of such shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the then issued and outstanding shares of Common Stock immediately prior to exerciseoutstanding. (b) In the event of any change in Common Stock by reason of stock dividends, other dividends on the Common Stock payable in securities or other property (other than regular cash dividends), stock splits, mergersmerger, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted adjusted, and proper provision will be made in the agreements governing such transaction so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicableapplicable . (c) Whenever the number of shares of outstanding Common Stock on a fully diluted basis changes after the date hereof as a result of the events described in clause (b) hereof (but not the events described in clause (a) hereof), the Option Price shall be adjusted by multiplying the Option Price by a fraction, fraction the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustment. (d) No adjustment made in accordance with this Section 6 shall constitute or be deemed a waiver of any breach of any of Issuer's representations, warranties, covenants, agreements or obligations contained in the Merger Agreement. (e) If the Issuer satisfies a portion of its obligation to pay Grantee a termination fee as permitted by Section 7.2 of the Merger Agreement by issuing to Grantee shares of Common Stock (the "Termination Fee Shares"), then the number of shares of Common Stock subject to the Option (including those Option Shares which may have already been exercised) will be adjusted so that the sum of the number of shares of Common Stock subject to the Option and the number of Termination Fee Shares equals nineteen and nine-tenths percent (19.9%) of the number of shares of Common Stock then issued and outstanding, without giving effect to any Option Shares or Termination Fee Shares.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event that any additional shares of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), the number of shares of Common Stock subject to the Option shall be increased so that the number of shares issuable upon exercise of the Option shall be equal to the product of (A) the percentage of the outstanding Common Stock for which the Option was exercisable immediately prior to the Increase and (B) the number of shares of Common Stock outstanding immediately after the Increase; provided that the number of shares of Common Stock subject to the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in the Common Stock by reason of stock dividends, splitssplit-ups, mergers, recapitalizationrecapitalizations, combinations, subdivisions, conversions, exchanges of shares or other similar transactionsthe like, or the issuance of shares below the market value thereof except with respect to an employee stock option plan in effect on the date hereof, the number and no adjustment is required pursuant to kind of Option Shares and the terms Option Price shall be appropriately adjusted. In addition the adjustments set forth in the immediately preceding sentence, the number Option Shares and the Option Price shall be appropriately adjusted in the event of Section 5(a), then the type and number any issuance of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of the aggregate Option Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. (c) Whenever by which the number of shares of Common Stock on a fully diluted basis changes after specified in Section 1 of this agreement does not constitute 10% or more of the date hereofthen outstanding Common Stock so that the exercise price as set forth in Section 1 of this Agreement, in the Option Price aggregate, shall purchase not less than 10% of the then outstanding Common Stock. In the event any capital reorganization or reclassification of the Common Stock, or any consolidation, merger or similar transaction of FCCI with another entity, or any sale of all or substantially all of the assets of FCCI, shall be adjusted by multiplying effected in such a way that the Option Price by a fraction, the numerator holders of which Common Stock shall be equal entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions (in form reasonably satisfactory to the aggregate holder hereof) shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified herein and in lieu of the Common Stock immediately theretofore purchasable and receivable upon exercise of the rights represented by this Option, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore purchasable prior to and receivable upon exercise of the adjustment and rights represented by this Option had such reorganization, reclassification, consolidation, merger or sale not taken place; provided, however, that if such transaction results in the denominator of which shall be equal to the aggregate number of shares holders of Common Stock purchasable immediately after receiving only cash, the adjustmentholder hereof shall be paid the difference between the Option Price and such cash consideration without the need to exercise the Option.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise of (a) If the Option shall be subject exercised subsequent to any stock split, stock dividend, recapitalization, combination of shares of the Company, or other similar event occurring after the date hereof, then the Holder exercising the Option shall receive, for the aggregate price paid upon the exercise, the aggregate number and class of shares which the Holder would have received if the Option had been exercised immediately prior to such stock split, stock dividend, recapitalization, combination of shares, or other similar event. If any adjustment from time under this paragraph 6(a) would create a fractional share of Common Stock or a right to time as provided in this Section 5. (a) In the event that any additional shares acquire a fractional share of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), such fractional share shall be disregarded and the number of shares of Common Stock subject to the Option shall be increased so that the next higher number of shares issuable upon exercise shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(a), the Company shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) If all or any portion of the Option shall be equal exer- cised subsequent to the product any merger, consolidation, exchange of (A) the percentage shares, separation, reorganization or liquidation of the outstanding Company or other similar event occurring after the date hereof, as a re- s▇▇▇ of which shares of Common Stock for which shall be changed into the Option was exercisable immediately prior to the Increase and (B) the same or a different number of shares of Common Stock outstanding immediately after the Increase; provided that same or another class or classes of securities of the number of shares of Common Stock subject to Company or another entity, then the Holder exercising the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividendsreceive, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of for the aggregate Option Price hereunder price paid upon such exercise, the aggregate number and class of shares or other securities or property that Grantee which the Holder would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such eventmerger, consolidation, exchange of shares, separation, reorganization or liquidation, or the record date thereforother similar event. If any adjustment under this paragraph 6(b) would create a fractional share of Common Stock or a right to ac- quire a fractional share of Common Stock, as applicable. (c) Whenever such fractional share shall be disregarded and the number of shares subject to this Op- tion shall be the next higher number of Common Stock on a fully diluted basis changes after the date hereofshares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b), the Option Price Company shall be adjusted by multiplying forthwith notify the Option Price by a fractionHolder of such adjustment, setting forth in reasonable detail the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to event requiring the adjustment and the denominator of method by which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustmentsuch ad- justment was calculated.

Adjustment Upon Changes in Capitalization. The number of shares of Common Stock purchasable upon the exercise (a) If all or any portion of the Option shall be subject exercised subsequent to any stock split, stock dividend, recapitalization, combination of shares of the Company, or other similar event occurring after the date hereof, then the Holder exercising the Option shall receive, for the aggregate price paid upon the exercise, the aggregate number and class of shares which the Holder would have received if the Option had been exercised immediately prior to such stock split, stock dividend, recapitalization, combination of shares, or other similar event. If any adjustment from time to time as provided in under this Section 5. (a7(a) In the event that any additional shares would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, or any rights, options, warrants, subscriptions, calls, convertible securities or other agreements or commitments obligating Issuer to issue any shares of Common Stock, are issued or otherwise become outstanding after the date hereof (an "INCREASE"), such fractional share shall be disregarded and the number of shares of Common Stock subject to the Option shall be increased so that the next higher number of shares issuable upon exercise shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(a), the Company shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) If all or any portion of the Option shall be equal exercised subsequent to the product any merger, consolidation, exchange of (A) the percentage shares, separation, reorganization or liquidation of the outstanding Company or other similar event occurring after the date hereof, as a result of which shares of Common Stock for which shall be changed into the Option was exercisable immediately prior to the Increase and (B) the same or a different number of shares of Common Stock outstanding immediately after the Increase; provided that same or another class or classes of securities of the number of shares of Common Stock subject to Company or another entity, then the Holder exercising the Option shall in no event exceed 19.9% of the issued and outstanding shares of Common Stock immediately prior to exercise. (b) In the event of any change in Common Stock by reason of stock dividendsreceive, splits, mergers, recapitalization, combinations, subdivisions, conversions, exchanges of shares or other similar transactions, and no adjustment is required pursuant to the terms of Section 5(a), then the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted so that Grantee shall receive upon exercise of the Option and payment of for the aggregate Option Price hereunder price paid upon such exercise, the aggregate number and class of shares or other securities or property that Grantee which the Holder would have received in respect of Common Stock if the Option had been exercised in full immediately prior to such eventmerger, consolidation, exchange of shares, separation, reorganization or liquidation, or the record date thereforother similar event. If any adjustment under this Section 7(b) would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, as applicable. (c) Whenever such fractional share shall be disregarded and the number of shares subject to this Option shall be the next higher number of Common Stock on a fully diluted basis changes after the date hereofshares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(b), the Option Price Company shall be adjusted by multiplying forthwith notify the Option Price by a fractionHolder of such adjustment, setting forth in reasonable detail the numerator of which shall be equal to the aggregate number of shares of Common Stock purchasable prior to event requiring the adjustment and the denominator of method by which shall be equal to the aggregate number of shares of Common Stock purchasable immediately after the adjustmentsuch adjustment was calculated.