Common use of Adjustments in Option Clause in Contracts

Adjustments in Option. (a) In the event that the outstanding shares of the stock subject to the Option are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend or combination of shares, the Administrator shall make an appropriate and equitable adjustment in the number and kind of shares as to which the Option, or portions thereof then unexercised, shall be exercisable, to the end that after such event the Employee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per share, but shall be made without change in the total price applicable to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested persons. (b) Notwithstanding the foregoing, in the event of a Company Change, the Administrator, acting in its sole discretion without the consent or approval of any Employee, shall effect one or more of the following alternatives, which alternatives may vary among individual Employees and which may vary among Options held by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company by selected Employees of some or all of the outstanding Options held by such Employees (irrespective of whether such Options are then exercisable under the provisions of the Plan), in which event the Administrator shall thereupon cancel such Options and cause the Company to pay to each Employee an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (provided, however, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash).

Adjustments in Option. (a) In the event that Subject to Section 2.4(c), if the outstanding shares of the stock subject to the Option Common Stock are changed into or exchanged for cash or a different number or kind of shares or securities of the Company or other securities of the Companyanother issuer, or if additional shares or new or different securities are distributed with respect to the outstanding shares of another corporationCommon Stock, by reason of reorganizationthrough a reorganization or merger to which the Company is a party, mergeror through a combination, consolidation, recapitalization, reclassification, stock split-up, stock dividend dividend, reverse stock split, stock consolidation or combination of sharesother capital change or adjustment, the Administrator shall make an appropriate and equitable adjustment shall be made in the number and kind of shares or other consideration that is subject to or may be delivered under the Plan and pursuant to this Option. A corresponding adjustment to the vesting price and share amounts and other applicable provisions as well as to which the Option, or portions thereof then unexercised, shall be exercisable, consideration payable with respect to this Option to the end that after extent granted prior to any such event the Employee’s proportionate interest change shall also be maintained as before the occurrence of made. Any such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per shareadjustment, but however, shall be made without change in the total price payment, if any, applicable to the unexercised portion of the Option (except for any change not exercised but with a corresponding adjustment in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested personsfor each share. (b) Notwithstanding Upon the foregoingdissolution or liquidation of the Company, in or upon a reorganization, merger or consolidation of the event of a Company Change, the Administrator, acting in its sole discretion without the consent or approval of any Employee, shall effect with one or more corporations as a result of which the following alternativesCompany is not the surviving corporation, which alternatives may vary among individual Employees and which may vary among Options held by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder Plan shall terminate; • require . Notwithstanding the mandatory surrender to foregoing sentence, the Company by selected Employees of some Committee shall provide in writing in connection with, or in contemplation of, any such transaction for any or all of the outstanding Options held following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Option or the substitution by such Employees (irrespective corporation for such Option of whether such Options are then exercisable under options covering the provisions stock of the Plan)successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices and to the vesting price and share amounts and other applicable terms and conditions; (ii) for the continuance of this Plan by such successor corporation in which event the Administrator Plan and this Option shall thereupon cancel such Options continue in the manner and cause under the Company to pay to each Employee terms so provided, or (iii) for the payment in cash in an amount of cash per share equal to the excess, if any, amount that could have been obtained upon the exercise of the Change vested portion of Control Value this Option in lieu of and in complete satisfaction of this Option. (c) To the extent this Option is intended to qualify as performance-based compensation under Section 162(m), no adjustment or action described in this Section 2.4 or in any other provision of the shares subject Plan shall be authorized to the extent that such adjustment or action would cause this Option over the exercise price(s) to fail to so qualify under such Options for such sharesSection 162(m), or any successor provisions thereto; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (providedPROVIDED, howeverHOWEVER, that the Administrator may determine failure to make any such adjustment or action shall not materially adversely affect Optionee's rights under this Option. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option is not to comply with such exemptive conditions. The number and class of shares of Common Stock covered by such subject to the Option shall always be adjusted so that such Option shall thereafter cover securities of rounded to the surviving or acquiring corporation or other property (including, without limitation, cash)next whole number.

Adjustments in Option. (a) The existence of this letter agreement and the option shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business. (b) In the event that of any change in or affecting the outstanding shares of the stock subject to the Option are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company, or of another corporation, by reason of reorganizationa stock dividend or split, merger, consolidationmerger or consolidation (whether or not the Company is the surviving corporation), recapitalization, reclassificationspin-off, stock split-upreorganization, stock combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or combination of sharesother property, the Administrator Board of Directors shall make an appropriate such amendments to the Plan, this letter agreement and equitable adjustment the option and make such adjustments and take actions thereunder as it deems appropriate, in its sole discretion, under the circumstances. Such amendments, adjustments and actions may include, but are not limited to, (i) changes in the number and kind of shares as to which the Option, or portions thereof then unexercised, shall be exercisable, remaining subject to the end that after such event the Employee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment option, (ii) changes in the Option may include any necessary corresponding adjustment in the Option exercise price per share, but shall be made share without change in the total price applicable to the unexercised portion of the Option (except for any change in the aggregate exercise price resulting from rounding-off to be paid therefor upon exercise of share quantities or prices)the option, and (iii) accelerating the vesting of the option. Any such adjustment made The determination by the Administrator Board as to the terms of any of the foregoing adjustments shall be final conclusive and binding upon the Employee, the Company and all other interested personsbinding. (bc) Notwithstanding In the foregoing, event that changes in the event number and kind of shares subject to the option or the exercise price per share referred to in Section 8(b) take effect upon a Company Changechange in control, you shall have the Administrator, acting right (herein called a “limited right”) in its sole discretion without lieu of exercising the consent or approval option to receive cash in lieu of any Employee, shall effect one or more shares equal to the excess of the following alternativesfair market value of the shares on the date of change in control over the aggregate exercise price, which alternatives may vary among individual Employees and which may vary among Options held by any individual Employee: • accelerate the time at which Options then outstanding less applicable income tax withholding. (d) The limited right may be exercised so that such Option for 10 business days after you first become aware of the change in control by delivering a signed notice of the exercise of the limited right to the Treasury Desk at the home office of the Company or the equivalent at its successor, as the case may be exercised (a fax received there qualifies as delivery). Delivery of a signed notice constitutes your legally binding irrevocable commitment to accept cash in full for a limited period lieu of timeexercising the option, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require be cancelled when the mandatory surrender cash payment is made to you. Payment by the Company by selected Employees of some or all shall be made within seven calendar days after timely delivery of the outstanding Options held by such Employees (irrespective notice of whether such Options are then exercisable under the provisions exercise of the Plan), in which event the Administrator shall thereupon cancel such Options and cause the Company to pay to each Employee an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (provided, however, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash)limited right.

Adjustments in Option. (a) In the event that the outstanding shares aggregate number of Class B Shares of the stock subject to the Option are Company is changed into or exchanged for a different number number, class or kind of shares of the Company or other securities of the Company, Company or of another corporation, a Successor Entity by reason of reorganization, merger, consolidation, corporate reorganization, recapitalization, reclassification, stock split-up, stock dividend or dividend, combination of shares, or otherwise, the Administrator Board of Directors or the board of directors or governing body of any Successor Entity, shall make make, an appropriate and equitable adjustment in the number and kind of shares Option Shares as to which the Option, or portions thereof Option is then unexercised, shall be exercisable, yet unexercised to the end effect that, after such event, the Option Shares as to which the Option is then unexercised shall represent the same ownership interest in the Company (or that part of a Successor Entity which consists of the Company) represented immediately after such event the Employee’s proportionate interest shall be maintained as such Option Shares represented immediately before the occurrence of such event. Such adjustment in In no event shall the Option may Shares include any necessary corresponding adjustment in the Option price per share, but fractional share or part thereof. Any fractions resulting from any such adjustments shall be made without change in the total price applicable rounded to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices)nearest whole Class B Share. Any such adjustment made in accordance with the terms of this Section 2.03 by the Administrator Board of Directors shall be final conclusive and binding upon the Employeeshall bind Optionee, the Company and all Company, any Successor Entity or any other interested personsPersons. (b) Notwithstanding the foregoing, in In the event of any distribution to the shareholders of the Company of any shares of Buenos Aires Embotelladora, S.A. ("BAESA") beneficially owned by the Company, through its interest in Argentine Bottling Associates, a Company ChangeDelaware general partnership, the Administrator, acting in its sole discretion without Company shall deem the consent or approval Option Shares as issued for purposes of any Employeesuch distribution, the Company shall retain the shares of BAESA that would be distributed on account of such Option Shares deemed issued, and thereupon Optionee shall have the right Option shall automatically include the right to acquire, without any adjustment to the Purchase Price, the shares of BAESA which correspond to the Option Shares based on such distribution. The Option Shares that may deemed issued hereunder and applicable to such BAESA shares 2 and subject to the obligations of the Company as set forth above, shall effect one include any other class or more kind of the following alternatives, which alternatives may vary among individual Employees and which may vary among Options held shares or other securities of BAESA or a Successor Entity received by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company in exchange for the BAESA Shares by selected Employees reason of some or all of the outstanding Options held by such Employees (irrespective of whether such Options are then exercisable under the provisions of the Plan)merger, in which event the Administrator shall thereupon cancel such Options and cause the Company to pay to each Employee an amount of cash per share equal to the excessconsolidation, if anycorporate reorganization, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (providedrecapitalization, howeverreclassification, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding)stock split, includingstock dividend, without limitation, adjusting an Option to provide that the number and class combination of shares of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash)otherwise involving BAESA.

Adjustments in Option. (a) In the event that Subject to Section 2.4(c), if the outstanding shares of the stock subject to the Option Common Stock are changed into or exchanged for cash or a different number or kind of shares or securities of the Company or other securities of the Companyanother issuer, or if additional shares or new or different securities are distributed with respect to the outstanding shares of another corporationCommon Stock, by reason of reorganizationthrough a reorganization or merger to which the Company is a party, mergeror through a combination, consolidation, recapitalization, reclassification, stock split-up, stock dividend dividend, reverse stock split, stock consolidation or combination of sharesother capital change or adjustment, the Administrator shall make an appropriate and equitable adjustment shall be made in the number and kind of shares as or other consideration that is subject to which or may be delivered under the Plan and pursuant to this Option, or portions thereof then unexercised, shall be exercisable, . A corresponding adjustment to the end that after consideration payable with respect to this Option to the extent granted prior to any such event the Employee’s proportionate interest change shall also be maintained as before the occurrence of made. Any such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per shareadjustment, but however, shall be made without change in the total price payment, if any, applicable to the unexercised portion of the Option (except for any change not exercised but with a corresponding adjustment in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested personsfor each share. (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, the Plan shall terminate. Notwithstanding the foregoing, the Committee shall provide in the event of a Company Changewriting in connection with, the Administratoror in contemplation of, acting in its sole discretion without the consent or approval of any Employee, shall effect one or more of the following alternatives, which alternatives may vary among individual Employees and which may vary among Options held by such transaction for any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company by selected Employees of some or all of the outstanding Options held following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Option or the substitution by such Employees (irrespective corporation for such Option of whether such Options are then exercisable under options covering the provisions stock of the Plan)successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (ii) for the continuance of this Plan by such successor corporation in which event the Administrator Plan and this Option shall thereupon cancel such Options continue in the manner and cause under the Company to pay to each Employee terms so provided, or (iii) for the payment in cash in an amount of cash per share equal to the excess, if any, amount that could have been obtained upon the exercise of the Change vested portion of Control Value this Option in lieu of and in complete satisfaction of this Option. (c) To the extent this Option is intended to qualify as performance-based compensation under Section 162(m), no adjustment or action described in this Section 2.4 or in any other provision of the shares subject Plan shall be authorized to the extent that such adjustment or action would cause this Option over the exercise price(s) to fail to so qualify under such Options for such sharesSection 162(m), or any successor provisions thereto; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (providedPROVIDED, howeverHOWEVER, that the Administrator may determine failure to make any such adjustment or action shall not materially adversely affect Optionee's rights under this Option. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option is not to comply with such exemptive conditions. The number and class of shares of Common Stock covered by such subject to the Option shall always be adjusted so that such Option shall thereafter cover securities of rounded to the surviving or acquiring corporation or other property (including, without limitation, cash)next whole number.

Adjustments in Option. (a) In the event that the outstanding shares aggregate number of Class B Shares of the stock subject to the Option are Company is changed into or exchanged for a different number number, class or kind of shares of the Company or other securities of the Company, Company or of another corporation, a Successor Entity by reason of reorganization, merger, consolidation, corporate reorganization, recapitalization, reclassification, stock split-up, stock dividend or dividend, combination of shares, or otherwise, the Administrator Board of Directors or the board of directors or governing body of any Successor Entity, shall make make, an appropriate and equitable adjustment in the number and kind of shares Option Shares as to which the Option, or portions thereof Option is then unexercised, shall be exercisable, yet unexercised to the end effect that, after such event, the Option Shares as to which the Option is then unexercised shall represent the same ownership interest in the Company (or that part of a Successor Entity which consists of the Company) represented immediately after such event the Employee’s proportionate interest shall be maintained as such Option Shares represented immediately before the occurrence of such event. Such adjustment in In no event shall the Option may Shares include any necessary corresponding fractional share or part thereof. Any fractions resulting from any such adjustment in the Option price per share, but shall be made without change in the total price applicable rounded to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices)nearest whole Class B Share. Any such adjustment made in accordance with the terms of this Section 2.03 by the Administrator Board of Directors shall be final conclusive and binding upon the Employeeshall bind Optionee, the Company and all Company, any Successor Entity or any other interested personsPersons. (b) Notwithstanding the foregoing, in In the event of any distribution to the shareholders of the Company of any shares of Buenos Aires Embotelladora, S.A. ("BAESA") beneficially owned by the Company, through its interest in Argentine Bottling Associates, a Company ChangeDelaware general partnership, the Administrator, acting in its sole discretion without Company shall deem the consent or approval Option Shares as issued for purposes of any Employeesuch distribution, the Company shall retain the shares of BAESA that would be distributed on account of such Option Shares deemed issued, and thereupon Optionee shall have the right Option shall automatically include the right to acquire, without any adjustment to the Purchase Price, the shares of BAESA which correspond to the Option Shares based on such distribution. The Option Shares that may deemed issued hereunder and applicable to such BAESA shares and subject to the obligations of the Company as set forth above, shall effect one include any other class or more kind of the following alternatives, which alternatives may vary among individual Employees and which may vary among Options held shares or other securities of BAESA or a Successor Entity received by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company in exchange for the BAESA Shares by selected Employees reason of some or all of the outstanding Options held by such Employees (irrespective of whether such Options are then exercisable under the provisions of the Plan)merger, in which event the Administrator shall thereupon cancel such Options and cause the Company to pay to each Employee an amount of cash per share equal to the excessconsolidation, if anycorporate reorganization, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (providedrecapitalization, howeverreclassification, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding)stock split, includingstock dividend, without limitation, adjusting an Option to provide that the number and class combination of shares of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash)otherwise involving BAESA.

Adjustments in Option. (a) In Subject to any required action by the event that the outstanding shares of the stock subject to the Option are changed into or exchanged for a different number or kind of shares of the Company or other securities shareholders of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend or combination of shares, the Administrator shall make an appropriate and equitable adjustment in the number and kind of shares as to which the Option, or portions thereof then unexercised, shall be exercisable, to the end that after such event the Employee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per share, but shall be made without change in the total price applicable to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested persons. (b) Notwithstanding the foregoing, in the event of a Company Change, the Administrator, acting in its sole discretion without the consent or approval of any Employee, shall effect one or more of the following alternatives, which alternatives may vary among individual Employees and which may vary among Options held by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company by selected Employees of some or all of the outstanding Options held by such Employees (irrespective of whether such Options are then exercisable under the provisions of the Plan), in which event the Administrator shall thereupon cancel such Options and cause the Company to pay to each Employee an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (provided, however, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by the Option as well as the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. (b) In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its discretion in such instances, declare that the Option shall terminate as of a date fixed by the Committee and give the Employee the right to exercise his or her Option as to all or any part of the shares of Common Stock covered by the Option. (c) In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Committee, in the exercise of its sole discretion, may take such action as it deems desirable, including, but not limited to: (i) causing the Option to be assumed or an equivalent option to be substituted by the successor corporation or a parent or subsidiary of such successor corporation, or (ii) declaring that the Option shall terminate at a date fixed by the Committee provided that the Employee is given notice and opportunity to exercise the then exercisable portion of his Option prior to such date. (d) Any adjustment to the Option shall be adjusted so that such Option shall thereafter cover securities consistent with Section 409A and Section 424 of the surviving or acquiring corporation or other property (includingCode, without limitationto the extent applicable. Any adjustments determined by the Committee shall be final, cash)binding and conclusive.

Adjustments in Option. (a) In the event that the outstanding shares of the stock subject to the Option are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend or combination of shares, or other distribution of shares of Common Stock, the Administrator shall make an appropriate and equitable adjustment adjustments, if any, in the number and kind of shares as to which the Option, or portions thereof then unexercised, shall be exercisable, to the end that after such event the Employee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per share, but shall be made without change in the total price applicable to the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested persons. (b) Notwithstanding the foregoing, in the event of a Company ChangeChange of Control, the Administrator, acting in its sole discretion without Option shall be assumed or an equivalent Option substituted by the consent successor corporation or approval of any Employee, shall effect one a parent or more subsidiary of the following alternativessuccessor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, which alternatives the Administrator may vary among individual Employees and which may vary among Options held by cause any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder shall terminate; • require the mandatory surrender to the Company by selected Employees of some or all of the outstanding Options held by such Employees (irrespective of whether such Options are then to become fully exercisable under immediately prior to the provisions consummation of such transaction and all forfeiture restrictions on any or all of such Options to lapse. If an Option is exercisable in lieu of assumption or substitution in the Plan)event of a Change in Control, in which event the Administrator shall thereupon cancel such Options and cause notify the Company to pay to each Employee an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (provided, however, that the Administrator may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by such Option shall be adjusted so that fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall thereafter cover securities terminate upon the expiration of the surviving or acquiring corporation or other property (including, without limitation, cash)such period.

Adjustments in Option. (a) In the event that Subject to Section 2.4(c), if the outstanding shares of the stock subject to the Option Common Stock are changed into or exchanged for cash or a different number or kind of shares or securities of the Company or other securities of the Companyanother issuer, or if additional shares or new or different securities are distributed with respect to the outstanding shares of another corporationCommon Stock, by reason of reorganizationthrough a reorganization or merger to which the Company is a party, mergeror through a combination, consolidation, recapitalization, reclassification, stock split-up, stock dividend dividend, reverse stock split, stock consolidation or combination of sharesother capital change or adjustment, the Administrator shall make an appropriate and equitable adjustment shall be made in the number and kind of shares as or other consideration that is subject to which or may be delivered under the Plan and pursuant to this Option, or portions thereof then unexercised, shall be exercisable, . A corresponding adjustment to the end that after consideration payable with respect to this Option to the extent granted prior to any such event the Employee’s proportionate interest change shall also be maintained as before the occurrence of made. Any such event. Such adjustment in the Option may include any necessary corresponding adjustment in the Option price per shareadjustment, but however, shall be made without change in the total price payment, if any, applicable to the unexercised portion of the Option (except for any change not exercised but with a corresponding adjustment in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Administrator shall be final and binding upon the Employee, the Company and all other interested personsfor each share. (b) Notwithstanding Upon the foregoingdissolution or liquidation of the Company, in or upon a reorganization, merger or consolidation of the event of a Company Change, the Administrator, acting in its sole discretion without the consent or approval of any Employee, shall effect with one or more corporations as a result of which the following alternativesCompany is not the surviving corporation, which alternatives may vary among individual Employees and which may vary among Options held by any individual Employee: • accelerate the time at which Options then outstanding may be exercised so that such Option may be exercised in full for a limited period of time, after which time all unexercised Options and all rights of Employees thereunder Plan shall terminate; • require . Notwithstanding the mandatory surrender to foregoing sentence, the Company by selected Employees of some Committee shall provide in writing in connection with, or in contemplation of, any such transaction for any or all of the outstanding Options held following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Option or the substitution by such Employees (irrespective corporation for such Option of whether such Options are then exercisable under options covering the provisions stock of the Plan)successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (ii) for the continuance of this Plan by such successor corporation in which event the Administrator Plan and this Option shall thereupon cancel such Options continue in the manner and cause under the Company to pay to each Employee terms so provided, or (iii) for the payment in cash in an amount of cash per share equal to the excess, if any, amount that could have been obtained upon the exercise of the Change vested portion of Control Value this Option in lieu of and in complete satisfaction of this Option. (c) To the extent this Option is intended to qualify as performance-based compensation under Section 162(m), no adjustment or action described in this Section 2.4 or in any other provision of the shares subject Plan shall be authorized to the extent that such adjustment or action would cause this Option over the exercise price(s) to fail to so qualify under such Options for such sharesSection 162(m), or any successor provisions thereto; or • make such adjustments to Options then outstanding as the Administrator deems appropriate to reflect such Company Change (providedPROVIDED, howeverHOWEVER, that the Administrator may determine failure to make any such adjustment or action shall not materially adversely affect Optionee's rights under this Option. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option is not to comply with such exemptive conditions. The number and class of shares of Common Stock covered by such subject to the Option shall always be adjusted so that such Option shall thereafter cover securities of rounded to the surviving or acquiring corporation or other property (including, without limitation, cash)next whole number.