Exhibit 10.5
Form of Amendments to Equity Award Agreements
Section 6 of the 2006 Equity Incentive Plan Non-Qualified Stock Option Agreement was
amended to provide as follows:
6.
Adjustment to Option Stock. The Committee shall make equitable and
proportionate adjustments in the terms and conditions of, and the criteria included
in, this Option in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.2 of the Plan) affecting
the Company
or the financial statements of
the Company or of changes in applicable laws,
regulations, or accounting principals in accordance with the Plan.
Section 7 2006 Equity Incentive Plan Restricted Share Award Agreement was amended to
provide as follows:
7.
Adjustments. The Committee shall make equitable and proportionate
adjustments in the terms and conditions of, and the criteria included in, this Award
in recognition of unusual or nonrecurring events (including, without limitation, the
events described in Section 4.2 of the Plan) affecting
the Company, or the
financial statements of
the Company, or of changes in applicable laws, regulations,
or accounting principals in accordance with the Plan.
Section 16 of Patrick Balthrop’s Non-Plan Non-Qualified Stock Option Agreement was amended
to provide as follows:
16.
Capitalization Adjustments. In the event that any unusual and
non-recurring transactions, including an unusual or non-recurring dividend or other
distribution (whether in the form of an extraordinary cash dividend or a dividend of
Shares, other securities or other property), recapitalization, reclassification,
stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets or stock of
the Company, or exchange of common stock or other securities of
the Company,
issuance of warrants or other rights to purchase common stock or other securities of
the Company, or other similar corporate transaction or event, affects the common
stock, then
the Company shall make an equitable and proportionate adjustment to any
or all of the following: (i) the number and kind of shares of common stock (or
other securities or property) subject to this Option; and (ii) the Option Price with
respect to this Option.
Upon the occurrence of an event (as set forth in the above paragraph) or
similar corporate event or transaction in which the Option granted hereby is not to
be assumed or otherwise continued following such an event,
the Company may provide
that this Option shall be exercisable (whether or not vested) as to all shares
covered thereby for at least ten (10) days prior to such event or transaction and
shall thereafter terminate.
