Common use of Adjustment Upon Change in Capitalization; Dissolution or Liquidation Clause in Contracts

Adjustment Upon Change in Capitalization; Dissolution or Liquidation. a. In the event of a change in the number of shares of Stock outstanding by reason of a stock dividend, stock split, recapitalization, reorganization, merger, exchange of shares, or other similar capital adjustment, prior to the termination of the Optionee’s rights under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number, kind, and the Exercise Price of Option Shares subject to the unexercised portion of the Option granted under this Agreement, as appropriate, to reflect the effect of such event or change in the Company's capital structure in such a way as to preserve the value of the Option. In the event of any such transaction or event or upon a Change in Control, the Board may, but shall not be obligated to, provide in substitution for this Option such alternative consideration as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of this Option; provided, however, that if the Exercise Price is greater than the Fair Market Value per Share as of the date of the consummation of a Change of Control, the Option shall immediately terminate upon such Change of Control unless otherwise provided by the Board. b. The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock ahead of or affecting Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business. c. Except upon a Change in Control, upon the effective date of the dissolution or liquidation of the Company, the Option granted under this Agreement shall terminate.

Adjustment Upon Change in Capitalization; Dissolution or Liquidation. a. In the event of a change in the number of shares of Stock outstanding by reason of a stock dividend, stock split, recapitalization, reorganization, merger, exchange of shares, or other similar capital adjustment, prior to the termination of the Optionee’s rights under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number, kind, and the Exercise Price of Option Shares subject to the unexercised portion of the Option granted under this Agreement, as appropriate, to reflect the effect of such event or change in the Company's capital structure in such a way as to preserve the value of the Option. In the event of any such transaction or event or upon a Change in Control, the Board may, but shall not be obligated to, provide in substitution for this Option such alternative consideration as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of this Option; provided, however, that if the Exercise Price is greater than the Fair Market Value per Share as of the date of the consummation of a Change of in Control, the Option shall immediately terminate upon such Change of in Control unless otherwise provided by the Board. b. The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock ahead of or affecting Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business. c. Except upon a Change in Control, upon the effective date of the dissolution or liquidation of the Company, the Option granted under this Agreement shall terminate.