Common use of Adjustments and Corporate Reorganizations Clause in Contracts

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled "Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations," not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock 2 dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. In any event, no provision will be made which shall limit the date fixed for determining shareholders rights provided hereunder. If this Option shall terminate pursuant to the next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled "Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations," not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction, unless such successor corporation does not agree to assume the outstanding Options or Stock Purchase Rights or to substitute equivalent options or rights, in which case such Options or Stock Purchase Rights shall terminate upon the consummation of the transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin offs, stock splits, reverse stock splits, stock 2 dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. In any event, no provision will be made which shall limit the date fixed for determining shareholders rights provided hereunder. If this Option shall terminate pursuant to the next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled "Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations," not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to these Options are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of share or securities or other forms of property (including cash) or rights for which these Options may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of these Options, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under these Options or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of director whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the classes then subject to these Options are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide or combine person, these Options shall terminate unless provision be made in writing in connection with such transfership for the outstanding shares assumption of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution)these Options, or decreased in the case substitution for these Optionss of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, Options covering the stock of a successor employer corporation, or a parent or a subsidiary therof, with appropraite adjustments in accordance with the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option provisions hereinabove in this Section entitle "Adjustments and Corporate Reorganizations" as to the same extent as if Grantee were number and kind of shares optioned and their exercise prices, in which event these Options shall continue in the owner of record of Common Stock on manner and under the record date for payment of the shares of the subsidiaryterms so provided.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stockstock of the class then subject to this Option are increased or decreased, then the exercise price shall be proportionately decreased in the case or are changed into or exchanged for a different number or kind of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend shares or securities or other distribution)forms of property (including cash) or rights, or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Common Stock by way of dividend shares or securities or other distribution forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a subdivision corresponding adjustment in the exercise price per share or combination), other unit. No fractional share of stock shall be issued under this Option or in case of connection with any consolidation such adjustment. Such adjustments shall be made by or merger under authority of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change Company's board of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance directors whose determinations as to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for what adjustments which shall be as nearly equivalent as may made, and the extent thereof, shall be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassificationsfinal, capital reorganizations binding and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyancesconclusive. In the event the Company spins off is a subsidiary party to an agreement by distributing which all outstanding shares of the Company's stock of the class then subject to this Option are exchanged for shares of stock of another corporation, the shareholders Company shall provide in such agreement that the Grantee shall receive the options and/or other rights provided for by this Stock Option Agreement. Upon the dissolution or liquidation of the Company, as a dividend this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of this Option, or otherwise, the substitution for this Option of an option covering the stock of a successor corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the subsidiaryprovisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares optioned and their exercise prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the next preceding paragraph, the Grantee or other person then entitled to exercise this Option shall have the right, at such time prior to the consummation of the transaction causing such termination as the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions of this Section as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Optiondesignate, to purchase exercise the kind and amount unexercised portion of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the this Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stockthe class then subject to this Option are increased or decreased, then or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be proportionately decreased issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merger with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distributionCompany), or decreased in sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the case terms of such subdivisionreorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or increased any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in the case addition to or in lieu of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment common stock of the exercise pricesuccessor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Grantee shall have the right thereafter (until another such adjustment) be entitled to purchasereceive, at the new upon exercise priceof this Option, the number of sharesshares of common stock of the successor or acquiring corporation or of the company, calculated to if it is the nearest full sharesurviving corporation, obtained and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by multiplying a holder of the number of shares of Common Stock initially issuable upon exercise of for which this Option is exercisable immediately prior to such event (including after giving effect to the Option by the exercise price accelerated vesting referred to in effect on the date hereof and dividing the product so obtained by the new exercise priceSection 3). In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any such reorganization, reclassification, merger, consolidation or merger disposition of assets, the successor and acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change Board of outstanding shares of Common Stock Directors of the class issuable upon exercise of the Option), or Company) in case of any sale or conveyance order to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount provide for adjustments of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Common Stock for which this Option prior to such transaction. Any such provision shall include provision for adjustments is exercisable which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. For purposes of this Section 5, "common stock of the Optionsuccessor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscriber for or purchase any such stock. The foregoing provisions of this Section 5 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales consolidations or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders disposition of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryassets.

Adjustments and Corporate Reorganizations. If Subject to the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock provisions of the Company or subdivide or combine Company's Stock Option Plan under which the Options are granted, if the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend Stock are increased or other distribution)decreased, or decreased in the case of such subdivision, are changed into or increased in the case of such combination (on the date that such subdivision exchanged for a different number or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number kind of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassificationor securities, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised Options, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of Common Stock shall be issued under the options or in connection with any such adjustment. Such adjustments shall be made by way or under the authority of dividend the Board, whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive on all parties. Upon the dissolution or other distribution or liquidation of a subdivision or combination)the Company, or in case of any upon a reorganization, merger or consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any result of which the outstanding securities of the foregoingclass then subject to the Options are changed into or exchanged for cash or property or securities not of the Company's issue, or upon a sale of substantially all of the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or person, the Company Options shall cause effective terminate, unless provision to be made (including acceleration in writing in connection with such transaction for the assumption of vesting) the Options previously granted under the Stock Option Plan under which the Options were granted, or the substitution for such Options of any Options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Options shall continue in the manner and under the terms so that provided. If the Options shall terminate pursuant to the foregoing sentence, the Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservereasonably designate, for to exercise all Options granted to Grantee, including the life Options not yet exercisable by the Grantee under the terms of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryOptions.

Adjustments and Corporate Reorganizations. If Subject to the provisions of the Company's 2003 Incentive Stock Plan under which this Option is granted, if the outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company shall at as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for cash or property or securities not of the Company's issue, or any time issue Common Stock by way combination thereof, or upon a sale of dividend substantially all the property of the Company to, or other distribution on any the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Plan under which this Option was granted, or combine the outstanding substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If Subject to the provisions of the Company's Stock Option Plan under which this Option is granted, if the outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company shall at as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for cash or property or securities not of the Company's issue, or any time issue Common Stock by way combination thereof, or upon a sale of dividend substantially all the property of the Company to, or other distribution on any the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Stock Option Plan under which this Option was granted, or combine the outstanding substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall at be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any time issue Common Stock by way change in the aggregate exercise price applicable to the unexercised portions of dividend this Option, but with a corresponding adjustment in the exercise price per share or other distribution on unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's Board of Directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for cash or property or securities not of the Company's issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted, or combine the outstanding substitution for such options of any options covering the stock of a successor corporation, or a parent or subsidiary thereof, which appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, as a dividend or otherwise, transaction causing such termination to exercise the stock unexercised portions of the subsidiary, the Company shall reserve, for the life of the this Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

Adjustments and Corporate Reorganizations. If Subject to the provisions of the Plan under which this Option is granted, if the outstanding shares of stock of the class then subject to this Option are increased or decreased or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash), or rights as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, although without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share. No fractional share of stock shall be issued under this Option or in connection with any adjustment. Such adjustments shall be made by the Committee, under authority of the Company's Board of Directors, whose determinations as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company shall at or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue or any time issue Common Stock by way combination thereof, or upon a sale of dividend substantially all of the property of the Company to or other distribution on any the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by another corporation or subdivide person, this Option shall terminate unless provision is made in writing in connection with such transaction for the assumption of this Option or combine the outstanding substitution for this Option of an Option covering the stock of a successor employer corporation or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions above in this section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall so terminate, the date fixed for determining shareholders Grantee or other person then entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the this Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for designate to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would but for this section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If Subject to the provisions of the Company's Stock Option Plan under which this Option is granted, if the outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company shall at any time issue Common Stock by way as a result of dividend which the outstanding securities of the class then subject to this Option are changed into or other distribution on any exchanged for cash or property or securities not of the Company's issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Stock Option Plan under which this Option was granted, or combine the outstanding substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin‑offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. In any event, no provision will be made which shall limit the date fixed for determining shareholders rights provided hereunder. If this Option shall terminate pursuant to the preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled "Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations," not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If Subject to the provisions of the Company's Stock Option Plan (as hereinafter defined) if the outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and to the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company shall at any time issue Common Stock by way as a result of dividend which the outstanding securities of the class then subject to this Option are changed into or other distribution on any exchanged for cash or properties or securities not of the Company's issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Stock Option Plan (as hereinafter defined) or combine the outstanding substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for the life of the Optionto exercise, shares of the subsidiary to be delivered to Grantee upon exercising the Option subject to the same extent as if Grantee were limitations set forth in Section 2 hereof, the owner unexercised portions of record of Common Stock on the record date for payment of the shares of the subsidiarythis Option.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled company subject to receive such dividend this Option are increased or other distribution)decreased, or decreased in the case of such subdivision, are changed into or increased in the case of such combination (on the date that such subdivision exchanged for a different number or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number kind of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassificationor securities, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Common Stock by way shares or securities for which the unexercised portions of dividend this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other distribution unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of a subdivision the Corporation's Board of Directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or combination)liquidation of the Corporation, or in case of any upon a reorganization, merger or consolidation or merger of the Company with or into another corporation (other than Corporation as a merger with a subsidiary in result of which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock securities of the class issuable upon exercise subject to this Option are changed into or exchanged for cash or property or securities not of the Option)Corporation's issue, or in case upon a sale of any sale or conveyance to any other corporation substantially all the property of the property and assets Corporation to, or the acquisition of stock representing more than eighty percent (80%) of the Company as an entirety or substantially as an entirety, as a condition to any voting power of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiaryCorporation outstanding by, another corporation or person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Stock Option Plan under which this Option was granted, or the substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the Company Director shall reservehave the right, for at such time prior to the life consummation of the transaction causing such termination as the Corporation shall designate, to exercise the unexercised portions of this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If Subject to the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock provisions of the Company or subdivide or combine Company's Stock Option Plan under which this Option is granted, if the outstanding shares of Common Stock, the class then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled subject to receive such dividend this Option are increased or other distribution)decreased, or decreased in the case of such subdivision, are changed into or increased in the case of such combination (on the date that such subdivision exchanged for a different number or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number kind of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassificationor securities, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Common Stock by way shares or securities for which the unexercised portions of dividend this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other distribution unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of a subdivision the Company's board of directors whose determinations as to what adjustment shall be made, and the extent thereof, shall be final, binding and conclusive. Upon (i) the dissolution or combination)liquidation of the Company, or in case of any (ii) a reorganization, merger or consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for cash or property or securities not of the Company's issue, or any combination thereof, or (iii) a sale or substantially as an entirety, as a condition to any all the property of the foregoingCompany to another corporation or person, the Company or a Change In Ownership, then this Option shall cause effective terminate, unless provision to be made (including acceleration in writing in connection with such transaction for the assumption of vesting) options theretofore granted under the Stock Option Plan under which this Option was granted, or the substitution for such options of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so that provided. If this Option shall terminate pursuant to the foregoing sentence, then the Option shall be deemed to have vested, and Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganization," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of 3 stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction, unless such successor corporation does not agree to assume the outstanding Options or Stock Purchase Rights or to substitute equivalent options or rights, in which case such Options or Stock Purchase Rights shall terminate upon the consummation of the transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

Adjustments and Corporate Reorganizations. If Subject to the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock provisions of the Company or subdivide or combine Company’s 2007 Long Term Incentive Plan under which this Option is granted, if the outstanding shares of Common Stock, the class then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled subject to receive such dividend this Option are increased or other distribution)decreased, or decreased in the case of such subdivision, are changed into or increased in the case of such combination (on the date that such subdivision exchanged for a different number or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number kind of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassificationor securities, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Common Stock by way shares or securities for which the unexercised portions of dividend this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other distribution unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company’s board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. [Modify the following paragraph as necessary to apply the Change of Control provisions in the Plan or to insert appropriate provisions in connection with a change in control.] Upon the dissolution or liquidation of the Company, or upon the occurrence of a subdivision or combination)Change in Control, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of options theretofore granted under the Stock Option Plan under which this Option was granted, or in case the substitution for such options of any consolidation options covering the stock of a successor employer corporation, or merger a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of the Company with or into another corporation (other than a merger with a subsidiary shares and prices, in which merger event this Option shall continue in the Company is manner and under the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of terms so provided. If this Option shall terminate pursuant to the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoingforegoing sentence, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares including one-half of the subsidiary to any portion thereof which would, but for this Section entitled “Adjustments and Corporate Reorganization,” not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, stock of the class then the exercise price shall be proportionately decreased in the case subject to this Option are changed into or exchanged for a different number or kind of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend shares or securities or other distribution)forms of property (including cash) or rights, or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Common Stock by way of dividend shares or securities or other distribution forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a subdivision corresponding adjustment in the exercise price per share or combination)other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or in case of any upon a reorganization, merger or consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any result of which the outstanding securities of the foregoingclass then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, this Option shall terminate, unless provisions be made in writing in connection with such transaction for the assumption of this Option, or the substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section 4 as to the number and kind of shares optioned and their exercise prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the next preceding paragraph, the Optionee or other person then entitled to exercise this Option shall have the right, at such time prior to the consummation of the transaction causing such termination as the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind and amount of shares of stock and other securities and property receivable upon such reclassificationportions thereof which would, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision but for adjustments which shall this Section 4 not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company outstanding shares of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities, as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall at be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any time issue Common Stock by way change in the aggregate exercise price applicable to the unexercised portions of dividend this Option, but with a corresponding adjustment in the exercise price per share or other distribution on unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for cash or property or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for such option of any options covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares of Common Stockand prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise priceforegoing sentence, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafterright, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon at such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option time prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders consummation of the Company, transaction causing such termination as a dividend or otherwise, the stock of the subsidiary, the Company shall reservedesignate, for to exercise the life unexercised portions of the this Option, shares of including the subsidiary to portions thereof which would, but for this Section entitled "Adjustments and Corporate Reorganizations," not yet be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. In any event, no provision will be made which shall limit the date fixed for determining shareholders rights provided hereunder. If this Option shall terminate pursuant to the next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled "Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations," not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section 4 as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders preceding paragraph, the Optionee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind and amount of shares of stock and other securities and property receivable upon such reclassificationportions thereof which would, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision but for adjustments which shall this Section 5 not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin- offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate, unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section 4 as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided. If this Option shall terminate pursuant to the date fixed for determining shareholders next preceding paragraph, the Optionee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind and amount of shares of stock and other securities and property receivable upon such reclassificationportions thereof which would, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision but for adjustments which shall this Section 8 not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.

Adjustments and Corporate Reorganizations. If the Company shall at any time issue Common Stock by way outstanding shares of dividend stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other distribution on forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company’s issue, or any combination thereof, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or subdivide person, this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of this Option, or combine the outstanding substitution for this Option of an option covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions hereinabove in this Section entitled “Adjustments and Corporate Reorganizations” as to the number and kind of shares of Common Stockoptioned and their exercise prices, then the exercise price in which event this Option shall be proportionately decreased continue in the case of such issuance (on manner and under the day following terms so provided, In any event, no provision will be made which shall limit the date fixed for determining shareholders rights provided hereunder. If this Option shall terminate pursuant to the next preceding paragraph, the Grantee or other person then entitled to receive exercise this Option shall have the right, at such dividend or other distribution), or decreased in time prior to the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment consummation of the exercise price, Grantee shall thereafter (until another transaction causing such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than termination as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision designate, to be made (including acceleration exercise the unexercised portions of vesting) so that Grantee shall have the right thereafter, by exercising the this Option, to purchase including the kind portions thereof which would, but for this Section entitled “Adjustments and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall Corporate Reorganizations,” not yet be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiaryexercisable.