Adaptec 2006 Annual Report Download - page 146

Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to an Option, Stock Purchase Right or Restricted Stock Unit.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option or Stock Purchase
Right has not been previously exercised or all restrictions on a Restricted Stock Unit have not lapsed, it will terminate immediately prior to the consummation of
such proposed action. The Board may, in the exercise of its sole discretion in such instances, declare that any Option or Stock Purchase Right shall terminate as
of a date fixed by the Board and give each Optionee the right to exercise his or her Option or Stock Purchase Right as to all or any part of the Optioned Stock,
including Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable.
(c) Merger or Change of Control. In the event of a merger or Change of Control, each outstanding Option, Stock Purchase Right and Restricted
Stock Unit will be treated as the Administrator determines, including, without limitation, that each outstanding Option, Stock Purchase Right and Restricted
Stock Unit shall be assumed or an equivalent option or right shall be substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. The Administrator shall not be required to treat Options, Stock Purchase Rights and Restricted Stock Units similarly in the transaction. With respect
to the assumption or substitution of Options granted to Outside Directors, if following such assumption or substitution the Optionee’s status as a Director or a
director of the successor corporation, as applicable, is terminated other than by voluntary resignation by the Optionee, then the Optionee shall fully vest in and
have the right to exercise the option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. The
Administrator may, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option or Stock Purchase Right as to all
or a portion of the Optioned Stock, including Shares as to which it would not otherwise be exercisable, and that all restrictions on Restricted Stock Units will
lapse. If the Administrator makes an Option or Stock Purchase Right exercisable in lieu of assumption or substitution in the event of a Change of Control, the
Administrator shall notify the Optionee that the Option or Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Purchase Right will terminate upon the expiration of such period.
For the purposes of this Section, an Option, Stock Purchase Right or Restricted Stock Unit shall be considered assumed if, following the
Change of Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option, Stock Purchase Right or
Restricted Stock Unit immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change
of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of
Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of an Option or Stock Purchase Right or upon the payout of a Restricted Stock Unit, for each Share of
Optioned Stock subject to the Option, Stock Purchase Right or Restricted Stock Unit, to be solely common stock of the successor corporation or its Parent equal
in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠