Jamba Juice 2007 Annual Report Download - page 201

exercised (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator, all Options being made fully exercisable for purposes of
this Subparagraph), within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either (a) to
the extent then exercisable or, (b) at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over
the exercise price thereof.
With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of
such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the
consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or
acquiring entity; or (ii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such
Stock Grants over the purchase price thereof, if any. In addition, in the event of a Corporate Transaction, the Administrator may waive any or all Company
repurchase rights with respect to outstanding Stock Grants.
C. . In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction
pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant
upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the purchase price paid
upon such exercise or acceptance of the number of replacement securities which would have been received if such Option had been exercised or Stock
Grant accepted prior to such recapitalization or reorganization.
D. . Upon the happening of any of the events described in Subparagraphs A, B or C above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board
shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to the effect if any, of a Change in Control and,
subject to Paragraph 4, its determination shall be conclusive.
E. . Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C above with respect to ISOs
shall be made only after the Administrator determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined
in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such
adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder
of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the
consequences of such “modification” on his or her income tax treatment with respect to the ISO.