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

ADJUSTMENT UPON CHANGE IN COMMON STOCK. 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 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 that may be issued pursuant to the exercise of Options and SARs and the award of Restricted Shares and the settlement of Performance Shares under this Plan 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 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 limitations of Article V), the terms of such substituted Stock Award(s) Restricted Share and Performance Share awards and Option or Option grant(s) SAR grants shall be as the BoardCommittee, in its discretion, determines is appropriate.

ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares which may be issued pursuant to Options, SARs and Stock Awards under this Plan shall be proportionately adjusted, and the terms of outstanding awards of Performance Shares, Options, SARs and Stock Awards and Options 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 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 XI 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 the maximum number of shares which may be issued pursuant to Options, SARs and Stock Awards under this Plan or the terms of outstanding awards of Performance Shares, Options, SARs, or Stock Awards. The Board Committee may make award Performance Shares or grant Options, SARs and 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 an Affiliate 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 of Article V), the terms of such substituted award of Performance Shares, or grant of an Option, SAR, or Stock Award(s) or Option grant(s) Award shall be as the BoardCommitte, in its discretion, determines is appropriate.. ARTICLE XII