Common use of Adjustment Upon Changes in Common Stock Clause in Contracts

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award outstanding on the date on which such change occurs. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share outstanding immediately prior to such event (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal to the value of the property (including cash) received by the holder of a share of Common Stock; or (ii) provide for the exchange of each Share outstanding immediately prior to such event (whether or not then vested) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Shares.

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award Options outstanding on the date on which such change occursoccurs and in the exercise price of any such Options. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share Option outstanding immediately prior to such event (whether or not then vestedexercisable), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal share subject to the Option, the excess of (A) the value of the property (including cash) received by the holder of a share of Common StockStock as a result of such event over (B) the exercise price of such Option; or (ii) provide for the exchange of each Share Option outstanding immediately prior to such event (whether or not then vestedvested or exercisable) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or and/or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the SharesOption.

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall shall, to the extent it deems appropriate, make equitable adjustments in the number and class of shares subject to the Award outstanding on the date on which such change occurs. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share outstanding immediately prior to such event (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal to the value of the property (including cash) received by the holder of a share of Common Stock; or (ii) provide for the exchange of each Share outstanding immediately prior to such event (whether or not then vested) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Shares.

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award Options outstanding on the date on which such change occursoccurs and in the exercise price of any such Options. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share Option outstanding immediately prior to such event (whether or not then vestedexercisable), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal share subject to the Option, the excess of (A) the value of the property (including cash) ), as determined by the Committee in its reasonable discretion, received by the holder of a share of Common StockStock as a result of such event over (B) the exercise price of such Option; or (ii) provide for the exchange of each Share Option outstanding immediately prior to such event (whether or not then vestedvested or exercisable) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or and/or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the SharesOption.

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award Options outstanding on the date on which such change occursoccurs and in the exercise price of any such Options. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share Option outstanding immediately prior to such event (whether or not then vestedexercisable), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal share subject to the Option, the excess of (A) the value of the property (including cash) ), as determined by the Committee in its reasonable discretion, received by the holder of a share of Common StockStock as a result of such event over (B) the exercise price of such Option; or (ii) provide for the exchange of each Share Option outstanding immediately prior to such event (whether or not then vestedvested or exercisable) for an option, a stock appreciation right or a share of restricted stock option with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or and/or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the SharesOption.

Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award Options outstanding on the date on which such change occursoccurs and in the exercise price of any such Options. (b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either: (i) cancel each Share Option outstanding immediately prior to such event (whether or not then vestedexercisable), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal share subject to the Option, the excess of (A) the value of the property (including cash) received by the holder of a share of Common StockStock as a result of such event over (B) the exercise price of such Option; or (ii) provide for the exchange of each Share Option outstanding immediately prior to such event (whether or not then vestedvested or exercisable) for an option, a stock appreciation right or a share of restricted stock option with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or and/or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the SharesOption.