Common use of Adjustments in Authorized Shares and Awards Clause in Contracts

Adjustments in Authorized Shares and Awards. (a) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities or property), stock split or combination, forward or reverse merger, reorganization, subdivision, consolidation or reduction of capital, recapitalization, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Stock or relating to any other outstanding Award in connection with which Shares are subject, and (v) the number of Shares with respect to which Awards may be granted to a Grantee; provided, however, that, in each case, with respect to Awards of Incentive Stock Options intended to continue to qualify as Incentive Stock Options after such adjustment, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option to fail to continue to qualify under Code Section 424(a); provided, further, that unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number. (b) Notwithstanding Section 4.2(a), any adjustments made pursuant to Section 4.2(a) shall be made in such a manner as to ensure that, after such adjustment, Awards continue not to be non-qualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunder.)

Adjustments in Authorized Shares and Awards. (a) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities or property), stock split or combinationrecapitalization, forward or reverse merger, reorganizationstock split, subdivision, consolidation or reduction of capital, recapitalizationreorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares, issuance Shares or other securities of warrants the Company or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: of (ia) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (iib) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iiic) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (ivd) the number and kind of Shares of outstanding Restricted Stock Shares or relating to any other outstanding Award in connection with which Shares are subject, and (ve) the number of Shares with respect to which Awards may be granted to a Grantee, as set forth in Section 4.3; provided, however, that, in each case, that with respect to Awards of Incentive Stock Options intended to continue to qualify as Incentive Stock Options after such adjustment, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option to fail to continue to qualify under Code violate Section 424(a)) of the Code; provided, further, and provided further that unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number. (b) Notwithstanding Section 4.2(a), any adjustments made pursuant to Section 4.2(a) shall be made in such a manner as to ensure that, after such adjustment, Awards continue not to be non-qualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunder.)

Adjustments in Authorized Shares and Awards. (a) In the event that the Committee determines that of any dividend or other distribution (whether in the form of cash, Shares, or other securities or property, but excluding regular, quarterly cash dividends), stock split or combinationrecapitalization, forward or reverse merger, reorganizationstock split, subdivision, consolidation or reduction of capital, recapitalizationreorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares, issuance Shares or other securities of warrants the Company or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event that affects the Shares Shares, provided that any such that an adjustment is determined transaction or event referred to heretofore does not involve the receipt of consideration by the Company, then the Committee to be appropriate shall, in such manner as it deems equitable in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: (ia) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (iib) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iiic) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (ivd) the number and kind of outstanding Shares of outstanding Restricted Stock or relating to any other outstanding Award in connection with which Shares are subject, and (ve) the number of Shares with respect to which Awards may be granted to a Grantee, as set forth in Section 4.3 and (f) the number of Shares subject to outstanding Restricted Stock Units granted under Section 13.5; provided, however, that, in each case, that with respect to Awards of Incentive Stock Options intended to continue as of the grant date to qualify as Incentive Stock Options after such adjustmentOptions, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option Plan to fail to continue to qualify under Code violate Section 424(a)422(b)(1) of the Code; provided, further, and provided further that unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number. By way of example and not limitation, neither the conversion of any convertible securities of the Company nor the open market purchase of Shares by the Company shall be treated as a transaction that “does not involve the receipt of consideration” by the Company. (b) Notwithstanding Section 4.2(a), any adjustments made 2. Each Award Agreement pursuant to which an Award was made under the Plan and that remains outstanding as of the date this Amendment is hereby amended to incorporate Section 4.2(a) 4.2 as amended and restated as set forth in Paragraph 1 above, but only to the extent that application of such amendment would not adversely affect such Award in any material way. 3. Except as set forth in Paragraphs 1 and 2 above, the Plan and Award Agreement and all of their respective terms and conditions shall be made continue in such a manner as effect. 4. All capitalized terms in this Amendment shall have the meanings set forth in the Plan except to ensure that, after such adjustment, Awards continue not to be non-qualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunderthe extent otherwise defined herein.)

Adjustments in Authorized Shares and Awards. (a) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities or property), stock split or combination, forward or reverse merger, reorganization, subdivision, consolidation or reduction of capital, recapitalization, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Stock or relating to any other outstanding Award in connection with which Shares are subject, and (v) the number of Shares with respect to which Awards may be granted to a Grantee; provided, however, that, in each case, that with respect to Awards of Incentive Stock Options intended to continue to qualify as Incentive Stock Options after such adjustment, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option to fail to continue to qualify under Code Section 424(a)) of the Code; provided, further, provided further that unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number. (b) Notwithstanding Section 4.2(a), any adjustments made pursuant to Section 4.2(a) shall be made in such a manner as to ensure that, that after such adjustment, the Awards continue not to be non-qualified deferred compensation subject to Code Section 409A of the Code (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunderunder Section 409A of the Code).)

Adjustments in Authorized Shares and Awards. (a) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities or property), stock split or combination, forward or reverse merger, reorganization, subdivision, consolidation or reduction of capital, recapitalization, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Stock or relating to any other outstanding Award in connection with which Shares are subject, and (v) the number of Shares with respect to which Awards may be granted to a Grantee; provided, however, that, in each case, that with respect to Awards of Incentive Stock Options intended to continue to qualify as Incentive Stock Options after such adjustment, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option to fail to continue to qualify under Code Section 424(a); provided, further, and provided further that unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number. (b) Notwithstanding Section 4.2(a), any adjustments made pursuant to Section 4.2(a) shall be made in such a manner as to ensure that, after such adjustment, Awards continue not to be non-qualified nonqualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunderunder Code Section 409A).)