4.5 Adjustments in Authorized Shares. Adjustments in authorized Shares available for issuance under the Plan or under an outstanding Award and adjustments
in Annual Award Limits shall be subject to the following provisions:
(a) In the event of any corporate event or transaction such as a merger,
consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, distribution of stock or property of the
Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend or any other similar corporate event or transaction (Corporate Transaction), the Committee, in order to prevent dilution or enlargement of
Participants rights under this Plan, shall substitute or adjust, as applicable, (i) the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, (ii) the number and kind of Shares subject to
outstanding Awards, (iii) the Option Price or Grant Price applicable to outstanding Awards, and (iv) the Annual Award Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine
the methodology or manner of making such substitution or adjustment.
(b) In addition to the adjustments permitted under paragraph (a) above, the
Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and
changes in the length of performance periods, provided that no such adjustment or modification shall have the effect of materially and adversely reducing Participants rights and opportunities with respect to outstanding Awards.
(c) The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
ARTICLE 5 ELIGIBILITY AND PARTICIPATION
5.1 Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees and
Non-employee Directors.
5.2 Participation in the Plan. Subject to the provisions of this Plan, the Committee
may, from time to time, select from all individuals eligible to participate in the Plan:
(a) Non-employee
Directors, and
(b) those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the
success of the Company and its Subsidiaries,
to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms
permissible by law and the amount of each Award.
ARTICLE 6 RESTRICTIONS AND COVENANTS
6.1 Participant Obligations. In addition to such other conditions as may be established by the Committee, in consideration of the granting of an Award under
the terms of the Plan, each Employee who is a Participant agrees as follows. Notwithstanding the foregoing, at any time during which a Participant resides in California, (i) Sections 6.1(a), (b), and (c) shall not apply to such
Participant, and (ii) Section 6.1(d) shall not apply to such Participant to the extent that it would impose restrictions similar to Sections 6.1(b) and (c) following the Participants Termination of Employment. Also,
notwithstanding the foregoing, at any time during which a Participant resides in Massachusetts, Section 6.1(b) shall apply, but shall be limited to a period of one (1) year following the date of the Participants Termination of
Employment.
(a) The right to exercise any Option or Stock Appreciation Right shall be conditional upon certification by the Participant at time of
exercise whether the Participant either intends to remain in the employ of the Company or one of its Subsidiaries for at least one (1) year following the date of exercise of the Option or SAR or intends to leave the Company or one of its
Subsidiaries within one (1) year following the date of exercise of the Option or SAR, but has no intention to engage in any activity that would violate the non-compete provisions of Article 6.
(b) To better protect the goodwill of the Company and its affiliates and Subsidiaries and to prevent the disclosure of the Companys or its
affiliates or Subsidiaries confidential and proprietary trade secret