Common use of Extension of Offer; Termination; Amendment Clause in Contracts

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange of any options by giving oral, written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the events listed in Section 7, by giving oral, written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 19, 2001, 9:00 a.m. Pacific Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made through the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . we increase or decrease the amount of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the events listed in Section 7, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 196:00 a.m., 2001, 9:00 a.m. Pacific Daylight Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made through the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the Dow Jonex Xxxs Service. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . we increase or decrease the amount of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the events listed in Section 77 of this Offer to Exchange, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 196:00 a.m., 2001, 9:00 a.m. Pacific Standard Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made through the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the Dow Jones News Service. If we materially change the terms of the offer xxxxx or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . we increase or decrease the amount of consideration offered for the options; , . we decrease the number of options eligible to be tendered in the offer; , or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. increase If the offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20Section, we will extend the offer so that the offer is open at least ten (10) business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Standard Time.

Extension of Offer; Termination; Amendment. We The Company expressly reserve reserves the right, in our its sole discretion, at any time and from time to time, time and regardless of whether or not any event listed of the events set forth in Section 7 has shall have occurred or is shall be deemed by us the Company to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange of payment of, and payment for, any options Shares by giving oral, oral or written or electronic notice of such extension to the option holders or Depositary and making a public announcement thereof. We The Company also expressly reserve reserves the right, in our reasonable judgmentits sole discretion, prior to the expiration date to terminate the Offer and not accept for payment or amend the offer and pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone our acceptance and cancellation of any options tendered payment for exchange Shares upon the occurrence of any of the events listed conditions specified in Section 7, 7 hereof by giving oral, oral or written or electronic notice of such termination or postponement to you or by the Depositary and making a public announcement thereof. Our The Company's reservation of the right to delay our acceptance and cancellation of options tendered payment for exchange Shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we the Company must pay the consideration offered or return the options Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we the Company further reserve reserves the right, in our its sole discretion, and regardless of whether any event listed of the events set forth in Section 7 has shall have occurred or is shall be deemed by us the Company to have occurred, to amend the offer Offer in any respect, respect (including, without limitation, by decreasing or increasing the consideration offered in the offer Offer to option holders of Shares or by decreasing or increasing the number of options Shares being sought in the offerOffer). Amendments to the offer Offer may be made at any time and from time to time by public announcement of the amendment. In thereof, provided that in the case of an extension, the amendment such public announcement must be issued no later than November 199:00 a.m., 2001, 9:00 a.m. Pacific TimeNew York City time, on the next business day after the last previously scheduled or announced expiration dateExpiration Date. Any public announcement made through pursuant to the offer Offer will be disseminated promptly to option holders shareholders in a manner reasonably designated designed to inform option holders shareholders of the such change. Without limiting the manner in which we the Company may choose to make a public announcement, except as required by applicable law, we the Company shall have no obligation to publish, advertise advertise, or otherwise communicate any such public announcementannouncement other than by making a release to the Dow Xxxxx News Service. If we the Company materially change changes the terms of the offer Offer or the information concerning the offer, Offer or if we waive it waives a material condition of the offerOffer, we the Company will extend the offer Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Securities Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer Offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . we increase or decrease the amount of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.Offer

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Replace has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange replacement of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date Offer Expiration Date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange replacement upon the occurrence of any of the events listed in Section 77 of this Offer to Replace, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange replacement is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange ActAct of 1934, as amended, which requires that we must pay the consideration offered or return the any tendered options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any event listed in Section 7 of this Offer to Replace has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 196:00 a.m., 2001, 9:00 a.m. Pacific Time, on the next business day after the last previously scheduled or announced expiration dateOffer Expiration Date. Any public announcement made through the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the Dow Jones News Service. If we materially change the terms of the offer xxxxx or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer beyond the currently scheduled Offer Expiration Date to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange ActAct of 1934, as amended. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If We will publish notice or otherwise inform you in writing if we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . o we increase or decrease the amount of consideration offered for the options; . , o we decrease the number of options eligible to be tendered in the offer; , or . o we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20Section, we will extend the offer beyond the currently scheduled Offer Expiration Date so that the offer is open at least ten (10) business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, may at any time and from time to time, and regardless of whether or not any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer to Exchange is open and thereby delay the acceptance for exchange of accepting any options surrendered or exchanged by publicly announcing the extension and giving oral, oral or written or electronic notice of such the extension to the option holders or making a public announcement thereofholders. We also expressly reserve the right, in our reasonable judgment, prior Prior to the expiration date to terminate or amend the offer Offer to Exchange we may postpone our decision of whether or not to accept and cancel any eligible or special options in our discretion. In order to postpone our acceptance accepting or canceling, we must publicly announce the postponement and cancellation of any options tendered for exchange upon the occurrence of any give oral or written notice of the events listed in Section 7, by giving oral, written or electronic notice of such termination or postponement to you or by making a public announcement thereofthe option holders. Our reservation of the right to delay our acceptance accepting and cancellation of canceling eligible or special options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the surrendered options tendered promptly after termination we terminate or withdrawal of a tender withdraw the offer. Subject to compliance As long as we comply with any applicable lawlaws, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to may amend the offer Offer to Exchange in any respectway, including, without limitation, by including decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of eligible or special options being sought to be exchanged or surrendered in the offerOffer to Exchange. Amendments We may amend the Offer to the offer may be made Exchange at any time and from time to time by public announcement of publicly announcing the amendment. In If we extend the case length of an extensiontime during which the offer is open, the amendment must be issued no later than November 199:00 a.m., 2001, 9:00 a.m. Pacific Timeeast coast time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made through relating to the offer Offer to Exchange will be disseminated sent promptly to option holders in a manner reasonably designated designed to inform option holders of the change. Without limiting the manner in which we may choose to make , for example, by issuing a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementpress release. If we materially change the terms of the offer Offer to Exchange or the information concerning about the offerOffer to Exchange, or if we waive a material condition of the offerOffer to Exchange, we will extend the offer Offer to Exchange to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These Under these rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning about the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice of the action: - increase or otherwise inform decrease what we will give you in writing of these actions: . we exchange for your options; or - increase or decrease the amount of consideration offered for the options; . we decrease the number or type of options eligible to be tendered exchanged in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer Offer to Exchange is scheduled to expire at any time earlier than the tenth (10th) within ten business day from, and including, days from the date that notice we notify you of such an increase or decrease is first published, sent or given in the manner specified in this Section 20decrease, we will also extend the offer so that the offer is open Offer to Exchange for a period of at least ten business days following after the publication, sending or giving of notice. For purposes of date the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Timenotice is published.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Replace has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange replacement of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date Offer Expiration Date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange replacement upon the occurrence of any of the events listed in Section 77 of this Offer to Replace, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange replacement is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange ActAct of 1934, as amended, which requires that we must pay the consideration offered or return the any tendered options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any event listed in Section 7 of this Offer to Replace has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 196:00 a.m., 2001, 9:00 a.m. Pacific Time, on the next business day after the last previously scheduled or announced expiration dateOffer Expiration Date. Any public announcement made through the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the Dow Xxxxx News Service. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer beyond the currently scheduled Offer Expiration Date to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(313e- 4(e)(3) under the Securities Exchange ActAct of 1934, as amended. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we We will publish notice or otherwise inform you in writing if we decide to take any of these the following actions: . we increase or decrease the amount of consideration offered for the options; , . we decrease the number of options eligible to be tendered in the offer; , or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th10/th/) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20Section, we will extend the offer beyond the currently scheduled Offer Expiration Date so that the offer is open at least ten (10) business days following the publication, sending or giving of notice. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange of any options by giving oraloptions. If we elect to extend the period of time during which this Offer is open, we will give you oral or written or electronic notice of the extension and delay, as described below. If we extend the expiration date, we also will extend your right to withdraw tenders of eligible options until such extension to extended expiration date. In the option holders case of an extension, we will issue a press release, email or making a public announcement thereofother form of communication no later than 6:00 a.m., Pacific Time, on the next U.S. business day after the previously scheduled expiration date. We also expressly reserve the right, in our reasonable judgment, prior to before the expiration date to terminate or amend the offer Offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of elected to be exchanged if any of the events listed in Section 77 of this Offer to Exchange occurs, by giving oral, oral or written or electronic notice of such the termination or postponement to you or by making a public announcement thereofof the termination. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange elected to be exchanged is limited by Rule 13e-4(f)(513e 4(f)(5) promulgated under the Securities Exchange Act, Act which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our discretion, and regardless of whether any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to amend the offer Offer in any respect, including, without limitation, including by decreasing or increasing the consideration offered in the offer this Offer to option holders or by decreasing or increasing the number of options being sought in this Offer. As a reminder, if a particular option grant expires after the offer. Amendments to the offer may be made at any time and from time to time by public announcement beginning of the amendmentoffering period, but before the cancellation date, that particular option grant is not eligible for exchange. In Therefore, if we extend the case Offer for any reason and if a particular option that was tendered before the originally scheduled expiration of an extension, the amendment must be issued no later than November 19, 2001, 9:00 a.m. Pacific Time, on the next business day Offer expires after the last previously such originally scheduled or announced expiration date. Any public announcement made through , but before the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) actual expiration date under the Securities Exchange Actextended Offer, that option would not be eligible for exchange. These rules require that the The minimum period during which an offer must the Offer will remain open following material changes in the terms of the offer Offer or in the information concerning the offerOffer, other than a change in price the consideration being offered by us or a change in percentage the amount of securities existing options sought, will depend on the facts and circumstancescircumstances of such change, including the relative materiality of such the terms or informationinformation changes. If we decide to take modify the number of eligible options being sought in this Offer or the consideration being offered by us for the eligible options in this Offer, the Offer will remain open for at least 10 U.S. business days from the date of notice of such modification. If any term of the following actionsOffer is amended in a manner that we determine constitutes a material change adversely affecting any holder of eligible options, we will publish notice or otherwise promptly disclose the amendments in a manner reasonably calculated to inform you in writing holders of these actions: . we increase or decrease the amount eligible options of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day fromsuch amendment, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer offering period so that the offer is open at least ten five U.S. business days following days, or such longer period as may be required by the publicationtender offer rules, sending or giving of noticeremain after such change. For purposes of the offerOffer, a "“business day" ” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date Expiration Date to terminate or amend the offer Offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the events listed in Section 7, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered Offered or return the options tendered promptly after termination or withdrawal of a tender offerOffer. Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to amend the offer Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered Offered in the offer Offer to option holders or by decreasing or increasing the number of options being sought in the offerOffer. Amendments to the offer Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 198:00 a.m., 2001, 9:00 a.m. Pacific Eastern Daylight Time, on the next business day after the last previously scheduled or announced expiration dateExpiration Date. Any public announcement made through the offer Offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the Dow Jxxxx News Service. If we materially change the terms of the offer Offer or the information concerning the offerOffer, or if we waive a material condition of the offerOffer, we will extend the offer Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer Offer must remain open following material changes in the terms of the offer Offer or information concerning the offerOffer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . we increase or decrease the amount of consideration offered for the options; . , we decrease the number of options eligible to be tendered in the offer; Offer, or . we increase the number of options eligible to be tendered in the offer Offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer Offer immediately prior to the increase. If the offer Offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 2015, we will extend the offer Offer so that the offer Offer is open at least ten (10) business days following the publication, sending or giving of notice. For purposes of the offerOffer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange of any options by giving oraloptions. If we elect to extend the period of time during which this Offer is open, we will give you oral or written or electronic notice of the extension and delay, as described below. If we extend the expiration date, we also will extend your right to withdraw tenders of eligible options until such extension to extended expiration date. In the option holders case of an extension, we will issue a press release, email or making a public announcement thereofother form of communication no later than 6:00 a.m., Pacific Daylight Time, on the next U.S. business day after the previously scheduled expiration date. We also expressly reserve the right, in our reasonable judgment, prior to before the expiration date to terminate or amend the offer Offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of elected to be exchanged if any of the events listed in Section 77 of this Offer to Exchange occurs, by giving oral, oral or written or electronic notice of such the termination or postponement to you or by making a public announcement thereofof the termination. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange elected to be exchanged is limited by Rule 13e-4(f)(513e 4(f)(5) promulgated under the Securities Exchange Act, Act which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our discretion, and regardless of whether any event listed in Section 7 of this Offer to Exchange has occurred or is deemed by us to have occurred, to amend the offer Offer in any respect, including, without limitation, including by decreasing or increasing the consideration offered in the offer this Offer to option holders or by decreasing or increasing the number of options being sought in this Offer. As a reminder, if a particular option grant expires after the offer. Amendments to the offer may be made at any time and from time to time by public announcement beginning of the amendmentoffering period, but before the cancellation date, that particular option grant is not eligible for exchange. In Therefore, if we extend the case Offer for any reason and if a particular option that was tendered before the originally scheduled expiration of an extension, the amendment must be issued no later than November 19, 2001, 9:00 a.m. Pacific Time, on the next business day Offer expires after the last previously such originally scheduled or announced expiration date. Any public announcement made through , but before the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) actual expiration date under the Securities Exchange Actextended Offer, that option would not be eligible for exchange. These rules require that the The minimum period during which an offer must the Offer will remain open following material changes in the terms of the offer Offer or in the information concerning the offerOffer, other than a change in price the consideration being offered by us or a change in percentage the amount of securities existing options sought, will depend on the facts and circumstancescircumstances of such change, including the relative materiality of such the terms or informationinformation changes. If we decide to take modify the number of eligible options being sought in this Offer or the consideration being offered by us for the eligible options in this Offer, the Offer will remain open for at least 10 U.S. business days from the date of notice of such modification. If any term of the following actionsOffer is amended in a manner that we determine constitutes a material change adversely affecting any holder of eligible options, we will publish notice or otherwise promptly disclose the amendments in a manner reasonably calculated to inform you in writing holders of these actions: . we increase or decrease the amount eligible options of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day fromsuch amendment, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer offering period so that the offer is open at least ten five U.S. business days following days, or such longer period as may be required by the publicationtender offer rules, sending or giving of noticeremain after such change. For purposes of the offerOffer, a "“business day" ” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 of this Offer to Reprice has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange tender of any options by giving oraloptions. If we elect to extend the period of time during which the Offer is open, we will give you oral or written or electronic notice of the extension and delay, as described below. If we extend the expiration date, we also will extend your right to withdraw tenders of eligible options until such extension to extended expiration date. In the option holders case of an extension, we will issue a press release, email or making a public announcement thereofother form of communication no later than 6:00 a.m., Pacific Time, on the next U.S. business day after the previously scheduled expiration date. We also expressly reserve the right, in our reasonable judgment, prior to before the expiration date to terminate or amend the offer Offer and to postpone our acceptance and cancellation repricing of any options tendered for exchange upon the occurrence of elected to be repriced if any of the events listed in Section 77 of this Offer to Reprice occurs, by giving oral, oral or written or electronic notice of such the termination or postponement to you or by making a public announcement thereofof the termination. Our reservation of the right to delay our acceptance and cancellation of to reprice tendered eligible options tendered for exchange is limited by Rule 13e-4(f)(513e 4(f)(5) promulgated under the Securities Exchange Act, Act which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our discretion, and regardless of whether any event listed in Section 7 of this Offer to Reprice has occurred or is deemed by us to have occurred, to amend the offer Offer in any respect, including, without limitation, including by decreasing or increasing the consideration offered in the offer Offer to option holders or by decreasing or increasing the number of options being sought in the offerOffer. Amendments to As a reminder, if a particular option grant expires after the offer may be made at any time and from time to time by public announcement beginning of the amendmentoffering period, but before the repricing date, that particular option grant is not eligible for repricing. In Therefore, if we extend the case Offer for any reason and if a particular option that was tendered before the originally scheduled expiration of an extension, the amendment must be issued no later than November 19, 2001, 9:00 a.m. Pacific Time, on the next business day Offer expires after the last previously such originally scheduled or announced expiration date. Any public announcement made through , but before the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) actual expiration date under the Securities Exchange Actextended Offer, that option would not be eligible for repricing. These rules require that the The minimum period during which an offer must the Offer will remain open following material changes in the terms of the offer Offer or in the information concerning the offerOffer, other than a change in price the consideration being offered by us or a change in percentage the amount of securities existing options sought, will depend on the facts and circumstancescircumstances of such change, including the relative materiality of such the terms or informationinformation changes. If we decide to take modify the number of eligible options being sought in the Offer or the consideration being offered by us for the eligible options in the Offer, the Offer will remain open for at least 10 U.S. business days from the date of notice of such modification. If any term of the following actionsOffer is amended in a manner that we determine constitutes a material change adversely affecting any holder of eligible options, we will publish notice or otherwise promptly disclose the amendments in a manner reasonably calculated to inform you in writing holders of these actions: . we increase or decrease the amount eligible options of consideration offered for the options; . we decrease the number of options eligible to be tendered in the offer; or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth (10th) business day fromsuch amendment, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 20, we will extend the offer offering period so that the offer is open at least ten five U.S. business days following days, or such longer period as may be required by the publicationtender offer rules, sending or giving of noticeremain after such change. For purposes of the offerOffer, a "“business day" ” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Extension of Offer; Termination; Amendment. We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer Offer is open and thereby delay the acceptance for exchange of any options by giving oral, oral or written or electronic notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, prior to the expiration date Expiration Date to terminate or amend the offer Offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the events listed in Section 7, by giving oral, oral or written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to amend the offer Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer Offer to option holders or by decreasing or increasing the number of options being sought in the offerOffer. Amendments to the offer Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than November 196:00 a.m., 2001, 9:00 a.m. Pacific Daylight Time, on the next business day after the last previously scheduled or announced expiration dateExpiration Date. Any public announcement made through the offer Offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcementannouncement other than by making a press release to the PRNews. If we materially change the terms of the offer Offer or the information concerning the offerOffer, or if we waive a material condition of the offerOffer, we will extend the offer Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer Offer must remain open following material changes in the terms of the offer Offer or information concerning the offerOffer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: . - we increase or decrease the amount of consideration offered for the options; . - we decrease the number of options eligible to be tendered in the offerOffer; or . we increase the number of options eligible to be tendered in the offer Offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer Offer immediately prior to the increase. If the offer Offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 2015, we will extend the offer Offer so that the offer Offer is open at least ten (10) business days following the publication, sending or giving of notice. For purposes of the offerOffer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time.