Adjustment in Certain Events. If there is any change in the Common Stock by reason of stock dividends, split-ups, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, each Restricted Share under this Agreement shall be adjusted in the same manner as any other share of the Common Stock and the provisions of this Agreement shall extend not only to the number of Restricted Shares awarded hereunder, but also to all additional shares of Common Stock or other securities received by Employee pursuant to any such change with respect to the Restricted Shares granted hereunder, which additional shares of Common Stock or other securities shall be deemed to be Restricted Shares for purposes of this Agreement.
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the number of PSUs credited to Participant’s Performance Share Unit Account that it deems necessary or appropriate and as it may deem equitable in Participant’s rights.
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends, split-ups, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, the number of Performance Based Restricted Stock Units credited to Employee’s Performance Based Restricted Stock Unit Account shall be adjusted appropriately so that the number of Performance Based Restricted Stock Units credited to Employee’s Performance Based Restricted Stock Unit Account after such an event shall equal the number of shares of Stock a shareholder would own after such an event if the shareholder, at the time such an event occurred, had owned shares of Stock equal to the number of Performance Based Restricted Stock Units credited to Employee’s Performance Based Restricted Stock Unit Account immediately before such an event.
Adjustment in Certain Events. (a) In the event of any stock dividend or stock split, the Company (subject to any required action by the shareholders of the Company) shall make such equitable adjustments as are necessary and appropriate to protect the Option from dilution in the number, kind and the exercise price of the Option Shares underlying the Option; provided, however, that the Company shall not be required to make any such adjustments in the event of a change which does not result in a dilution of at least ten percent (10%) in the number or exercise price of the Option Shares.
(b) Except as expressly provided by Section 6(a), the Company shall be under no obligation to make any adjustments to the Option in the event of any other changes involving the Company's capital structure, including, but not limited to, merger, consoli dation, dissolution, liquidation, sale of assets or saxx xx xedemption of capital stock. Furthermore, this Agreement shall not in any way limit or affect the right of the Company to make such changes in its capital structure.
Adjustment in Certain Events. The Exercise Price and the number and kind of securities purchasable upon the exercise of the Stock Option shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the Restricted Stock that it deems necessary or appropriate and as it may deem equitable in Participant’s rights.
Adjustment in Certain Events. In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure occurring after the effective date of this award affecting the Common Stock underlying your award, the Board shall adjust the number and kind of shares of Common Stock covered by your Option and the exercise price so as to maintain without change the aggregate exercise price and such adjustment shall be conclusive and binding upon you and the Company.
Adjustment in Certain Events. In the event of specified changes in the Company’s capital structure, the Board of Directors shall make appropriate adjustment in the number and kind of shares authorized by the Plan, and the number, exercise price and kind of shares covered by outstanding awards to the extent necessary to preserve the economic intent of such award. This Agreement will continue to apply to your Option as so adjusted.
Adjustment in Certain Events. Notwithstanding the provisions of paragraphs 6(b) and 6(c) hereof, if the exercise of the Option, either alone or together with other payments in the nature of compensation to the Employee which are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company or otherwise, would result in any portion thereof being subject to an excise tax imposed under Section 4999 of the Code or would not be deductible in whole or in part by the Company, an affiliate of the Company (as defined in Section 1504 of the Code), or other person making such payment as a result of Section 280G of the Code, the Option and/or such other benefits and payments shall be reduced (but not below zero) to the largest aggregate amount as will result in no portion thereof being subject to an excise tax or being not deductible. For purposes hereof:
(i) No portion of payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of issuance of stock or distribution of a payment hereunder shall be taken into account;
(ii) No portion of the Option, benefits and other payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Employee, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code;
(iii) The Option, benefits and other payments shall be reduced only to the extent necessary so that the total of such payments (other than those referred to in clause (i) or (ii)) in their entirety constitute reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and
(iv) The value of any non-cash benefit or any deferred payment or benefit included in such payment shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Any portion of the Option not exercised or paid as a result of this paragraph 6(d), or reduced to zero as a result of the limitations imposed hereby, shall remain outstanding in full force and effect in accordance with the other terms and provisions of this Agreement.
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends, stock splits, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, the number of PSUs credited to Employee’s Performance Share Unit Account shall be adjusted as determined by the Administrator so that the number of PSUs credited to Employee’s Performance Share Unit Account after such an event shall equal the number of shares of Stock a stockholder would own after such an event if the stockholder, at the time such an event occurred, had owned shares of Stock equal to the number of PSUs credited to Employee’s Performance Share Unit Account immediately before such an event.
