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 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, options, and SARs shall be adjusted, as the Committee shall determine to be equitably required in the event that the Company (a) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (b) engages in a transaction to which Section 425 of the Code applies. Any determination made under this Article X by the 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 Restricted Stock, Options or SARS. The Committee may award shares of Restricted Stock, may grant Options, and may grant SARs in substitution for stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Subsidiary in connection with a transaction described in 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 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 that may be awarded and as issued pursuant to which options the exercise of Options and SARs may be granted 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 Restricted Stock Share awards, optionsPerformance Share Awards, Options, and SARs shall be adjusted, as the Committee shall determine to be equitably required in the event that (a) the Company (a) effects i)jeffects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (bii) engages in a transaction to which Section 425 Code section 424 applies or (b) there occurs any other event which, in the judgment of the Code appliesCommittee necessitates such action. Any determination made under this Article X IX by the 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 Restricted StockShares, Performance Shares, Options or SARSSARs. The Committee may award shares of Restricted StockShares and Performance Shares, may grant Options, and may grant SARs in substitution for stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Subsidiary in connection with a transaction described in 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 Restricted Stock 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 that may be awarded and as issued pursuant to which options the exercise of Options and SARs may be granted 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 Restricted Stock Share awards, optionsPerformance Share Awards, Options, and SARs shall be adjusted, as the Committee shall determine to be equitably required in the event that (a) the Company (a) effects i)effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (bii) engages in a transaction to which Section 425 Code section 424 applies or (b) there occurs any other event which, in the judgment of the Code appliesCommittee necessitates such action. Any determination made under this Article X IX by the 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 Restricted StockShares, Performance Shares, Options or SARSSARs. The Committee may award shares of Restricted StockShares and Performance Shares, may grant Options, and may grant SARs in substitution for stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or a Subsidiary in connection with a transaction described in 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 Restricted Stock 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 Options, SARs, Incentive Awards, Stock may be awarded Units, and as to which options and SARs Stock Awards may be granted under this Plan shall be proportionately adjusted, Plan; and the terms of outstanding Restricted Stock awardsAwards, optionsOptions, 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 SARs Stock Awards may be granted shall be adjusted, adjusted as the Committee shall determine to be equitably required in the event that (a) the Company (ai) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (bii) engages in a transaction to which Section 425 Code section 424 applies, (b) there occurs any other event which, in the judgment of the Code appliesCommittee necessitates such action or (c) there is a Change in Control. Any determination made under this Article X XI by the 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 awards of Restricted StockStock Awards, Options Options, Incentive Awards, Stock Units or SARSSARs. The Committee may award shares of Restricted Stock, make Stock Awards and may grant Options, SARs, Stock Units and may grant SARs Incentive Awards in substitution for 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 Subsidiary Related Entity in connection with a transaction or event described in the first paragraph of this Article X. XI. Notwithstanding any provision of the Plan (other than the limitation of Article V) Section 5.02), the terms of such substituted Restricted Stock awards and Option Awards, Options, Incentive Awards, Stock Units or SAR grants SARs shall be as the Committee, in its discretion, determines is appropriate.