Common use of Adjustment of and Changes in Stock Clause in Contracts

Adjustment of and Changes in Stock. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision, or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of shares of capital stock of the Company, the Committee shall appropriately adjust the number and kind of shares of Stock subject to the Option and such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the Option. In the event of any Corporate Transaction or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as of the date of the Change in Control or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such Option is to be replaced with a cash incentive program of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Term.

Adjustment of and Changes in Stock. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision, or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of shares of capital stock of the Company, the Committee shall appropriately adjust the number and kind of shares of Stock subject to the Option and such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the Option. In the event of any Corporate Transaction or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as of the date of the Change in Control or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such Option is to be replaced with a cash incentive program of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iiia)(i)(iii), (b)(ib(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Term.

Adjustment of and Changes in Stock. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision, or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of shares of capital stock of the Company, the Committee shall appropriately adjust make such adjustment as it deems appropriate in the number and kind of shares of Stock subject to the Option and or in such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the Option. [Optional Change of Control Provision In the event of any Corporate Transaction or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as of the date of the Change in Control or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such Option is to be replaced with a cash incentive program of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Term.]

Adjustment of and Changes in Stock. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision, or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of shares of capital stock of the Company, the Committee shall appropriately adjust make such adjustment as it deems appropriate in the number and kind of shares of Stock subject to the Option and or in such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the Option. [Optional Changes of Control Provision In the event of any Corporate Transaction or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as of the date of the Change in Control or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such Option is to be replaced with a cash incentive program of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iiia)(i)(iii), (b)(ib(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Term.]

Adjustment of and Changes in Stock. In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision, or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of shares of capital stock of the Company, the Committee shall appropriately adjust the number and kind of shares of Stock subject to the Option and such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the Option. [In the event of any Corporate Transaction or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as of the date of the Change in Control or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such Option is to be replaced with a cash incentive program of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Term.]

Adjustment of and Changes in Stock. a) If there is any change in the number of shares of Stock through the declaration of stock dividends, recapitalization resulting in stock splits, or combinations or exchanges of such shares, then the number of Option Shares and the Option Price of the Option shall be proportionately adjusted as deemed appropriate by Optionor to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b) In the event of a reorganizationproposed dissolution or liquidation of the Company, recapitalizationeach Option granted pursuant to this Agreement shall terminate as of a date to be fixed by Optionor; provided, change however, that Optionee shall have the right, immediately prior to such termination, to exercise the Option as to all or any part of sharesthe Option Shares covered thereby, stock split, spin-off, stock dividend, reclassification, subdivision, or combination including shares as to which the Option would not otherwise be exercisable. c) In the event of shares, any merger, consolidation, rights offering, consolidation or any other change in the corporate structure of shares of capital stock reorganization of the Company, the Committee Optionor shall appropriately adjust promptly make an appropriate adjustment to the number of shares receivable upon exercise of the Option after the effective date of such transaction and kind the Option Price to preserve Optionee's interest therein. d) In the event of a change in the Stock as presently constituted, which is limited to a change of all of the Company's authorized shares without par value into the same number of shares with a par value or, if such shares have a par value, then with a different par value, the shares resulting from any such change shall be deemed to be Stock within the meaning of this Agreement. e) Except as expressly provided in this Section 5, Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class by the Company or by reason of any dissolution, liquidation, merger, or consolidation, and any issue by the Company of shares of stock of any class, or securities convertible into or exchangeable for shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Option Price of shares of Stock subject to the Option and such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the an Option. In The grant of an Option pursuant to this Agreement shall not affect in any way the event of any Corporate Transaction right or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as power of the date Company to make adjustments, reclassifications, reorganizations or changes of the Change in Control its capital or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof business structure or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereofmerge, consolidate, or (ii) such Option is to be replaced with a cash incentive program dissolve, liquidate, sell or transfer all or part of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) its business or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Termassets.

Adjustment of and Changes in Stock. a) if there is any change in the number of shares of Stock through the declaration of stock dividends, recapitalization resulting in stock splits, or combinations or exchanges of such shares, then the number of Option Shares and the Option Price of the Option shall be proportionately adjusted as deemed appropriate by Optionor to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b) In the event of a reorganizationproposed dissolution or liquidation of the Company, recapitalizationeach Option granted pursuant to this Agreement shall terminate as of a date to be fixed by Optionor; provided, change however, that Optionee shall have the right, immediately prior to such termination. to exercise the Option as to all or any part of sharesthe Option Shares covered thereby, stock split, spin-off, stock dividend, reclassification, subdivision, or combination including chares as to which the Option would not otherwise be exercisable. c) In the event of shares, any merger, consolidation, rights offering, consolidation or any other change in the corporate structure of shares of capital stock reorganization of the Company, the Committee Optionor shall appropriately adjust promptly xxxx an appropriate adjustment to the number of shares receivable upon exercise of the Option after the effective date of such transaction and kind the Option Price to preserve Optionee's interest therein. d) In event of a change in the Stock as presently constituted, which is limited to a change of all of the Company's authorized shares without par value into the same number of shares with a par value or, if such shares have a par value, then with a different par value, the shares resulting from any such change shall be deemed to be Stock within the meaning of this Agreement. e) Except as expressly provided in this Section 5, Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class by the Company or by reason of any dissolution, liquidation, merger, or consolidation, and any issue by the Company of shares of stock of any class, or securities convertible into or exchangeable for shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Option Price of shares of Stock subject to the Option and such option price; provided, however, that no such adjustment shall give Grantee any additional benefits under the an Option. In The grant of an Option pursuant to this Agreement shall not affect in any way the event of any Corporate Transaction right or an event giving rise to a Change in Control, the Option shall be fully vested, nonforfeitable and become exercisable as power of the date Company to make adjustments, reclassifications, reorganizations or changes of the Change in Control its capital or Corporate Transaction or as otherwise determined in accordance with Section 5.5(c) of the Plan. However, in the case of a Corporate Transaction, the Committee may determine that the Option will not be so accelerated if and to the extent (i) such Option is either to be assumed by the successor or parent thereof business structure or to be replaced with a comparable Option to purchase shares of the capital stock of the successor corporation or parent thereofmerge, consolidate, or (ii) such Option is to be replaced with a cash incentive program dissolve, liquidate, sell or transfer all or part of the successor corporation that preserves the option spread existing at the time of the Corporate Transaction and provides for subsequent payment in accordance with the same vesting schedule applicable to such Option. In the event of a Corporate Transaction described in clauses (i) its business or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days notice to the optionee (an "Acceleration Notice") determine that such optionee's Options will terminate as of the effective date of such Corporate Transaction, in which event such Options shall be fully vested, nonforfeitable and become exercisable immediately as of the date of such Acceleration Notice. In the event of a Change in Control or Corporate Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 of the Plan or in the event the Acceleration Notice is not timely given, the Option shall remain exercisable for the remaining term of the Option notwithstanding the provisions of Article V of the Plan, subject to any limitations thereto which may be applicable to Incentive Stock Options. In the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the Plan, which is preceded by a timely Acceleration Notice, the Option shall terminate as of the effective date of the Corporate Transaction described therein. In no event shall the Option be exercised after the expiration of the Option Termassets.