Common use of Adjustment of and Changes in the Shares Clause in Contracts

Adjustment of and Changes in the Shares. In the event of any change in the outstanding Common Stock of the Company, without receipt by the Company of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalization, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion an to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

Adjustment of and Changes in the Shares. In the event of any change in the outstanding Common Stock of the CompanyBank, without receipt by the Company Bank of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalizationrecapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company Bank by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company Bank or a merger or consolidation in which the Company Bank is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company Bank to purchase any or all shares of Common Stock of the Company Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph Paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion an and to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

Adjustment of and Changes in the Shares. In (a) Recapitalizations, Stock Splits and Other Changes to Capital. The number and kind of shares reserved for issuance under the event Plan, and the number and kind of shares subject to outstanding Awards (and the Exercise Price thereof), shall be proportionately adjusted for any increase, decrease, change in the outstanding Common Stock or exchange of Shares for a different number or kind of shares or other securities of the CompanyBank which results from a merger, without receipt by the Company of additional consideration in lieu of such change (whether by reason of stock dividendsconsolidation, recapitalization, mergersreorganization, consolidationsreclassification, stock dividend, stock split-ups, combinations combination of shares, or exchanges similar event in which the number or kind of shares and is changed without the like), the aggregate number receipt or class payment of Shares subject to this option immediately prior to such event shall be appropriately adjusted consideration by the Board of Directors Bank. (b) Transactions in accordance with which the terms of Bank Is Not the Plan so that your proportionate interest in the Company by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusiveSurviving Entity. In the event of a (i) the liquidation or dissolution or liquidation of the Company or Bank, (ii) a merger or consolidation in which the Company Bank is not the surviving corporationentity, (iii) the Board sale or disposition of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or substantially all of the Bank’s assets or (iv) a tender offer or acquisition by one person or a group of persons acting in concert of more than 50% of the Bank’s outstanding Shares (any of the foregoing to be referred to herein as a “Transaction”) that occurs while this Plan remains in force or any part of your option has not been exercised, the Committee will notify you of the pendency of the Transaction. Upon delivery of that notice and provided that the date of the Transactions is more than three years after the granting of your option, you will be entitled to purchase all Shares subject covered by your option but not previously purchased, whether your option to purchase them was previously vested or unvested. At the close of business on the 30th day after such notice is given, this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto will terminate to the extent you have not exercised it, unless provision is made in connection with the Transaction for a successor to assume existing options, pay for them or grant substitute options on its own stock or that of its parent or subsidiary. The Bank has no obligation to make any unexercised portion such provision. The provisions of this option, regardless subsection (b) shall not apply if the Bank is the surviving entity in any such Transaction or if the Transaction occurs within three years of the vesting provisions grant of Paragraph 3 hereof. This right of exercise shall be continued upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion an to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereofyour option.

Adjustment of and Changes in the Shares. In the event of any change in the outstanding Common Stock of the CompanyBank, without receipt by the Company Bank of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalizationrecapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company Bank by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company Bank or a merger or consolidation in which the Company Bank is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company Bank to purchase any or all shares of Common Stock of the Company Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph Paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion an and to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

Adjustment of and Changes in the Shares. In the event of any change in the outstanding Common Stock of the CompanyBank, without receipt by the Company Bank of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalizationrecapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company Bank by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company Bank or a merger or consolidation in which the Company Bank is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every each outstanding option outstanding hereunderto terminate, except that the surviving or resulting corporation may, in its discretion, may tender an options option to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwiseshares; provided, furtherhowever, that you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company Bank to purchase any or all shares of Bank Common Stock of the Company (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph Paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion an to and purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

Adjustment of and Changes in the Shares. (a) The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to this option (and the Exercise Price thereof), shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of the Company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by the Company. (b) In the event of any change in (i) the outstanding Common Stock liquidation or dissolution of the Company, without receipt by the Company of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalization, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company or ii) a merger or consolidation in which the Company is not the surviving corporationentity, (iii) the Board sale or disposition of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or substantially all of the Company's assets or (iv) a tender offer or acquisition by one person or a group of persons acting in concert of more than 50% of the Company's outstanding Shares (any of the Shares subject foregoing to be referred to herein as a "Transaction"), the Company shall notify you of the pendency of the Transaction. Upon delivery of said notice, this option immediately prior to such dissolutionshall be, liquidation, merger or consolidation, and to purchase Shares subject hereto notwithstanding provisions to the extent contrary, exercisable in full and not only as to those Shares with respect to which installments, if any, have vested, subject, however, to earlier expiration or termination as provided elsewhere in this option. Upon the date thirty (30) days after delivery of such notice, this option or any unexercised portion thereof not exercised shall terminate, unless provision is made in connection with the Transaction for assumption of this option, regardless or payment therefor, or substitution for this option of a new option covering stock of a successor corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to number and kind of shares and prices. (c) Any adjustment made pursuant to subparagraphs (a) or (b) hereof shall be made in such a manner as not to constitute a modification, within the meaning of Section 424(h) of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidationInternal Revenue Code, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer outstanding Incentive Option. (d) If, by reason of any person adjustment made pursuant to this Paragraph, you become entitled to new, additional or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or different shares of stock or other securities, such new, additional or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which shall be substituted for such shares or were applicable to which such shares shall be adjusted the Shares pursuant to this option before the adjustment was made. (e) Except as expressly provided in this paragraph 7)Paragraph, the person exercising this option shall have issuance by the right upon commencement Company or an Affiliate of such offer to exercise this option to the extent shares of stock of any unexercised portion an class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to purchase subscribe therefor, shall not affect and no adjustment shall be made with respect to, the number, class, or Exercise Price of Shares then subject hereto, regardless of the vesting provisions of Paragraph 3 hereofto this option.

Adjustment of and Changes in the Shares. In the event the shares of any change in the outstanding Common Stock of the CompanyBank, without receipt by as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company Bank or of additional consideration in lieu of such change another corporation (whether by reason of stock dividendsreorganization, merger, consolidation, recapitalization, mergers, consolidationsreclassification, split-upsup, combinations combination of shares, or exchanges otherwise), or if the number of shares and of Common Stock of the like), the aggregate number or class of Shares subject to this option immediately prior to such event Bank shall be appropriately adjusted by increased through the payment of a stock dividend, the Board of Directors in accordance with the terms shall substitute for or add to each share of Common Stock of the Plan Bank theretofore appropriated or thereafter subject or which may become subject to an option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Bank shall be so changed, or for which each share shall be exchanged, or to which each such share shall be entitled, as the case may be. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that your any optionee's proportionate interest in the Company Bank by reason of your his or her rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors in outstanding options shall be conclusivemade without change in the total price to the unexercised portion of the option and with a corresponding adjustment in the option price per share. In the event of a sale, dissolution or liquidation of the Company Bank or a merger or consolidation in which the Company Bank is not the surviving or resulting corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunderhereunder on its terms and conditions, provided both as to the number of shares and otherwise; provided, however, that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you that in all events the optionee shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such sale, dissolution, liquidation, or merger or consolidationconsolidation in which the Bank is not the surviving or resulting corporation to notification thereof as soon as practicable and, and thereafter, to exercise the optionee's option to purchase Shares subject hereto thereto to the extent of any unexercised portion of this the option, regardless of the vesting provisions of Paragraph 3 Section 5(b) hereof. This right of exercise shall be continued conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company Bank to purchase any or all shares of Common Stock of the Company Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph 7Section 6 hereof), the person exercising any optionee under this option Plan shall have the right upon the commencement of such offer to exercise this the option and purchase shares subject thereto to the extent of any unexercised or unvested portion an of such option. No right to purchase Shares fractional shares shall result from any adjustment in options pursuant to this Section 6. In case of any such adjustment, the shares subject hereto, regardless to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Bank to each holder of an option which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the vesting provisions Plan. To the extent the foregoing adjustments relate to stock or securities of Paragraph 3 hereofthe Bank, such adjustments shall be made by the Board of Directors or the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section 6, an optionee shall have no rights by reason of any of the following events: (1) subdivision or consolidation of shares of stock of any class; (2) payment of any stock dividend; (3) any other increase or decrease in the number of shares of stock of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off of assets or stock of another corporation. Any issue by the Bank of shares of stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, and no adjustment by reason thereof shall be made. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Bank to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Adjustment of and Changes in the Shares. In the event of any change in the outstanding Common Stock shares of the CompanyBank, without receipt by as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company Bank or of additional consideration in lieu of such change another corporation (whether by reason of stock dividendsreorganization, merger, consolidation, recapitalization, mergers, consolidationsreclassification, split-upsup, combinations combination of shares, or exchanges otherwise), or if the number of shares and of Common Stock of the like)Bank shall be increased through the payment of a stock dividend or through a stock split, there shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject to or which may become subject to an option under the Plan, the aggregate number and kind of shares of stock or class other securities into which each outstanding share of Shares subject to this option immediately prior to such event Common Stock of the Bank shall be appropriately adjusted by so changed, or for which each share shall be exchanged, or to which each such share shall be entitled, as the case may be. In addition, the Board of Directors or the Committee shall make appropriate adjustment in accordance with the terms number and kind of the Plan shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that your any optionee's proportionate interest in the Company Bank by reason of your his or her rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors in outstanding options shall be conclusivemade without change in the total price of the unexercised portion of the option and with a corresponding adjustment in the option price per share. In the event of a sale, dissolution or liquidation of the Company Bank or a merger or consolidation in which the Company Bank is not the surviving or resulting corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, furtherhowever, you that in all events the optionee shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such sale, dissolution, liquidation, or merger or consolidationconsolidation in which the Bank is not the surviving or resulting corporation to notification thereof as soon as practicable, and thereafter, to exercise the optionee's option to purchase Shares shares subject hereto thereto to the extent of any unexercised portion of this the option, regardless of the vesting provisions of Paragraph 3 hereofthe option. This right of exercise shall be continued conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer by any person or entity to all shareholders of the Company Bank to purchase any or all shares of Bank Common Stock of the Company (( or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this paragraph 7Section (6), any optionee under the person exercising this option Plan shall have the right upon the commencement of such offer to exercise this the option and purchase Shares subject thereto to the extent of any unexercised or unvested portion an of such option. No right to purchase fractional shares shall result from any adjustment in options pursuant to this Section 6. In case of any such adjustment, the Shares subject hereto, regardless to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Bank to each holder of any option which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the vesting provisions Plan. To the extent the foregoing adjustments relate to stock or securities of Paragraph 3 hereofthe Bank, such adjustments shall be made by the Board of Directors or the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section 6, an optionee shall have no rights by reason of any of the following events: (1) subdivision or consolidation of shares of stock of any class; (2) payment of any stock dividend; (3) any other increase or decrease in the number of shares of stock of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off of assets or stock of another corporation. Any issue by the Bank of shares of stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, and no adjustment by reason thereof shall be made. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Bank to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Adjustment of and Changes in the Shares. (a) The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to this option (and the Exercise Price thereof), shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of the Company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by the Company. (b) In the event of any change in (i) the outstanding Common Stock liquidation or dissolution of the Company, without receipt by the Company of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalization, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Company by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive. In the event of a dissolution or liquidation of the Company or ii) a merger or consolidation in which the Company is not the surviving corporationentity, (iii) the Board sale or disposition of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an options to purchase its shares on its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or substantially all of the Company's assets or (iv) a tender offer or acquisition by one person or a group of persons acting in concert of more than 50% of the Company's outstanding Shares (any of the Shares subject foregoing to be referred to herein as a "Transaction"), the Company shall notify you of the pendency of the Transaction. Upon delivery of said notice, this option immediately prior to such dissolutionshall be, liquidation, merger or consolidation, and to purchase Shares subject hereto notwithstanding provisions to the extent contrary, exercisable in full and not only as to those Shares with respect to which installments, if any, have vested, subject, however, to earlier expiration or termination as provided elsewhere in this option. Upon the date thirty (30) days after delivery of such notice, this option or any unexercised portion thereof not exercised shall terminate, unless provision is made in connection with the Transaction for assumption of this option, regardless or payment therefor, or substitution for this option of a new option covering stock of a successor corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to number and kind of shares and prices. Notwithstanding the foregoing, if the Company is the surviving entity in any such Transaction, the option shall not terminate. (c) Any adjustment made pursuant to subparagraphs (a) or (b) hereof shall be made in such a manner as not to constitute a modification, within the meaning of Section 424(h) of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be continued upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidationInternal Revenue Code, and the Bank shall provide you with notice thereof as soon as practicable. In the event of an offer outstanding Incentive Option. (d) If, by reason of any person adjustment made pursuant to this Paragraph, you become entitled to new, additional or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or different shares of stock or other securities, such new, additional or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which shall be substituted for such shares or were applicable to which such shares shall be adjusted the Shares pursuant to this option before the adjustment was made. (e) Except as expressly provided in this paragraph 7)Paragraph, the person exercising this option shall have issuance by the right upon commencement Company or an Affiliate of such offer to exercise this option to the extent shares of stock of any unexercised portion an class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to purchase subscribe therefor, shall not affect and no adjustment shall be made with respect to, the number, class, or Exercise Price of Shares then subject hereto, regardless of the vesting provisions of Paragraph 3 hereofto this option.