Common use of ADJUSTMENT UPON CHANGE IN COMMON STOCK Clause in Contracts

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Stock Awards and Options shall be adjusted, as the Board shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article X by the Board shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards or Options. The Board may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation of

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options Awards may be granted under this Plan shall be proportionately adjusted, Plan; and the terms of outstanding Awards; and the per individual limitations on the number of shares of Common Stock for which Awards and Options may be granted shall be adjusted, adjusted as the Board Committee shall determine to be equitably required in the event that (a) the Company Corporation (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or applies, (b) there occurs any other event which, in the judgment of the Board Committee necessitates such action. Any determination made under this Article X XII by the Board Committee shall be final and conclusive. The issuance by the Company Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion of shares or obligations of the Company Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Awards may be granted, the per individual limitations on the number of shares of Common Stock for which Awards may be granted or the terms of outstanding Stock Awards or OptionsAwards. The Board Committee may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company Corporation or a Related Entity Subsidiary in connection with a transaction or event described in clause (ii) of the first paragraph of this Article X. XII. Notwithstanding any provision of the Plan (other than the limitation ofof Section 5.02), the terms of such substituted Awards shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Stock Awards and Options shall be adjusted, as the Board shall determine to be equitably required in the event that (a) the Company Corporation (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article X XI by the Board shall be final and conclusive. The issuance by the Company Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards or Options. The Board may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company Corporation or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article X. XI. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted Stock Award(s) or Option grant(s) shall be as the Board, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options Awards may be granted under this Plan shall be proportionately adjustedPlan, and the terms of outstanding Stock Awards and Options Awards, shall be adjusted, adjusted as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or applies, (b) there occurs any other event which, in the judgment of the Board Committee necessitates such actionaction or (c) there is a Change in Control. Any determination made under this Article X XII by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Awards may be granted, the per individual limitations on the number of shares of Common Stock for which Awards may be granted or the terms of outstanding Stock Awards or OptionsAwards. The Board Committee may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity Subsidiary in connection with a transaction or event described in clause (ii) of the first paragraph of this Article X. XII. Notwithstanding any provision of the Plan (other than the limitation ofof Section 5.02), the terms of such substituted Awards shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options and SARs may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding awards of Performance Shares, Stock Awards Awards, Stock Units, Options, and Options SARs shall be adjusted, as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board Committee necessitates such action. Any determination made under this Article X XIII by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding awards of Performance Shares, Stock Awards Awards, Stock Units, Options or OptionsSARs. The Board Committee may make Stock Awards and may grant Options awards of Performance Shares, Stock Units, Options, and SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article X. XIII. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted awards of Performance Shares, Stock Units, Stock Awards, Option or SAR grants shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Stock Awards and Options shall be adjusted, as the Board shall determine to be equitably required in the event that (a) the Company Corporation (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article X by the Board shall be final and conclusive. The issuance by the Company Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards or Options. The Board may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company Corporation or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted Stock Award(s) or Option grant(s) shall be as the Board, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock Restricted Stock may be awarded and as to which options and SARs may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Restricted Stock Awards awards, options, and Options SARs shall be adjusted, as the Board Committee shall determine to be equitably required in the event that (a) the Company (ia) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (iib) engages in a transaction to which Section 424 425 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such actionapplies. Any determination made under this Article X by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards awards of Restricted Stock, Options or OptionsSARS. The Board Committee may make Stock Awards award shares of Restricted Stock, may grant Options, and may grant Options SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity Subsidiary in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation ofof Article V) , the terms of such substituted Restricted Stock awards and Option or SAR grants shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Restricted Stock may be awarded and as to which Options that are incentive stock options and SARs may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Restricted Stock Awards awards, Options, and Options SARs shall be adjusted, as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event whichthat, in the judgment of the Board Committee, necessitates such action. Any determination made under this Article X by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards awards of Restricted Stock, Options or OptionsSARs. The Board Committee may make Stock Awards award shares of Restricted Stock, may grant Options, and may grant Options SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who is or becomes an employee of the Company or a Related Entity an Affiliate in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted Restricted Stock awards and Option or SAR grants shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options may be granted issued pursuant to the exercise of Options and SARs and the award of Restricted Shares and the settlement of Performance Shares under this Plan and the Replenishment Percentage in Section 5.03 shall be proportionately adjusted, and the terms of outstanding Stock Awards Restricted Share awards, Performance Share Awards, Options, and Options SARs shall be adjusted, as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects i)jeffects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section Code section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board Committee necessitates such action. Any determination made under this Article X IX by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards awards of Restricted Shares, Performance Shares, Options or OptionsSARs. The Board Committee may make Stock Awards award Restricted Shares and Performance Shares, may grant Options, and may grant Options SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity Subsidiary in connection with a transaction described in clause (ii) of the first paragraph of this Article X. IX. Notwithstanding any provision of the Plan (other than the limitation oflimitations of Article V), the terms of such substituted Restricted Share and Performance Share awards and Option or SAR grants shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Restricted Stock may be awarded and as to which Options that are incentive stock options and SARs may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Restricted Stock Awards awards, Options, and Options SARs shall be adjusted, as the Board Administrator shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board Administrator necessitates such action. Any determination made under this Article X by the Board Administrator shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards awards of Restricted Stock, Options or OptionsSARs. The Board Administrator may make Stock Awards award shares of Restricted Stock, may grant Options, and may grant Options SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity an Affiliate in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted Restricted Stock awards and Option or SAR grants shall be as the Administrator, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options may be granted issued pursuant to the exercise of Options and SARs and the award of Restricted Shares and the settlement of Performance Shares under this Plan and the Replenishment Percentage in Section 5.03 shall be proportionately adjusted, and the terms of outstanding Stock Awards Restricted Share awards, Performance Share Awards, Options, and Options SARs shall be adjusted, as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects i)effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section Code section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board Committee necessitates such action. Any determination made under this Article X IX by the Board Committee shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards awards of Restricted Shares, Performance Shares, Options or OptionsSARs. The Board Committee may make Stock Awards award Restricted Shares and Performance Shares, may grant Options, and may grant Options SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity Subsidiary in connection with a transaction described in clause (ii) of the first paragraph of this Article X. IX. Notwithstanding any provision of the Plan (other than the limitation oflimitations of Article V), the terms of such substituted Restricted Share and Performance Share awards and Option or SAR grants shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options Options, SARs, Incentive Awards, Stock Units, and Stock Awards may be granted under this Plan shall be proportionately adjusted, Plan; and the terms of outstanding Stock Awards, Options, Incentive Awards, Stock Units and SARs; and the per individual limitations on the number of shares of Common Stock for which Options, SARs, Stock Units, Incentive Awards, and Stock Awards and Options may be granted shall be adjusted, adjusted as the Board Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section Code section 424 of the Code applies or applies, (b) there occurs any other event which, in the judgment of the Board Committee necessitates such actionaction or (c) there is a Change in Control. Any determination made under this Article X XI by the Board Committee shall be final and conclusive. Adjustments made under this Article XI shall be effected in compliance with Code Section 162(m) with respect to Awards intended to constitute qualified performance-based compensation under Code Section 162(m). The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefortherefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Incentive Awards, Stock Units and Stock Awards may be granted, the per individual limitations on the number of shares of Common Stock for which Options, SARs, Incentive Awards, Stock Units, or Stock Awards may be granted or the terms of outstanding Stock Awards Awards, Options, Incentive Awards, Stock Units or OptionsSARs. The Board Committee may make Stock Awards and may grant Options Options, SARs, Stock Units and Incentive Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity in connection with a transaction or event described in clause (ii) of the first paragraph of this Article X. XI. Notwithstanding any provision of the Plan (other than the limitation ofof Section 5.02), the terms of such substituted Stock Awards, Options, Incentive Awards, Stock Units or SARs shall be as the Committee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares as to which Options that are incentive stock options and Stock Awards may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Stock Awards and Options shall be adjusted, as the Board shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article X by the Board shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards or Options. The Board may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article X. Notwithstanding any provision of the Plan (other than the limitation ofof Article V), the terms of such substituted Stock Award(s) or Option grant(s) shall be as the Board, in its discretion, determines is appropriate.