ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company of the class subject to this Award 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 and the like, appropriate adjustments, to be conclusively determined by the Committee, shall be made in the number and/or type of shares or securities subject to this Award consistent with any and all changes stipulated above, and any fractional shares resulting from adjustments will be rounded down to the nearest whole number.
ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company Common Stock of the class 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 and the like, appropriate adjustments to be conclusively determined by the Committee, shall be made in the number and/or type of shares or securities subject to this Option and in the Option Exercise Price, so that the total purchase price of the shares then subject to this Option shall remain unchanged.
ADJUSTMENTS IN STOCK. In the event that the outstanding securities of the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 9 hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adjustments in the Option shall be made without changing the aggregate exercise price of the then unexercised portion of the Option.
ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding securities of the class then subject to the Plan are increased, decreased or exchanged for or converted into a different number or kind of securities as a result of a reorganization, merger or consolidation, recapitalization, reclassification, stock dividend or other distribution, stock split, reverse stock split or the like, then, the Committee shall make appropriate and proportionate adjustments in the following:
(a) the number and type of shares or other securities that may thereafter be acquired upon the exercise in full of Options thereafter granted under the Plan; and
(b) the number and types of shares or other securities that may be acquired upon the exercise in full of Options theretofore granted under the Plan; provided however, that any such adjustments in Options theretofore granted under the Plan shall be made without changing the aggregate exercise price of the unexercised portion of such Options.
ADJUSTMENTS IN STOCK. If the outstanding securities of the class then subject to this Agreement are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, subject to other provisions of the Agreement, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments to the Shares.
ADJUSTMENTS IN STOCK. If the outstanding securities of the class then subject to the Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, subject to other provisions of the Agreement, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Incentive Stock Awards theretofore granted under this Plan, and (b) the maximum number and type of shares or other securities that may be issued pursuant to Incentive Stock Awards thereafter granted under this Plan.
ADJUSTMENTS IN STOCK. 7.1 If any change is made in the Stock subject to the Plan, or subject to any Agreement (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to the Plan, and the outstanding Agreements will be appropriately adjusted in the type(s) and number of securities and, if applicable, the price per share of Stock. Such adjustments shall be made by the Board the determination of which shall be final, binding and conclusive. (A "transaction not involving the receipt of consideration by the Company" shall not include the conversion of any convertible securities of the Company or a reincorporation of the Company.)
7.2 In the event of a Change in Control (as defined herein) either:
(i) any surviving corporation or acquiring corporation shall assume or continue the Plan and all rights and obligations under outstanding Agreements under the Plan, or
(ii) in the event any surviving corporation or acquiring corporation refuses to assume or continue the Plan and such rights and obligations, the Stock subject to each outstanding Agreement shall be fully vested immediately prior to such Change in Control and the Plan and all related Agreements terminated after such event.
7.3 For purposes of the Plan, a "Change in Control" shall mean:
ADJUSTMENTS IN STOCK. (a) If there is any change in the Common Stock subject to the Option, through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of two percent) or other change in the capital structure of the Company, appropriate adjustments shall be made by the Committee in order to preserve but not to increase the benefits to the Optionee, including adjustments to the number and kind of shares and the price per share subject to outstanding Options.
(b) In the event of a transaction or event described in Paragraph 6(a) or any Corporate Transaction (defined below), the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, may take any one or more of the following actions by resolution whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the Option: (i)provide for either the purchase of the Option for an amount of cash equal to the amount that could have been attained upon the exercise of the Option or realization of Optionee's rights had the Option been currently exercisable as the replacement of the Option or the replacement of the Option with other rights or property selected by the Committee in its sole discretion; or (ii)provide that upon such a Corporate Transaction, the Option shall be assumed by the successor or surviving corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options covering the stock of the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices.
ADJUSTMENTS IN STOCK. Adjustments shall be made with reference to the number of Option Shares and the per share exercise price therefore as provided in this section:
(a) In the event that the outstanding shares of Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, reclassification, stock split-up, combination of shares, dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares as to which this Option shall be exercisable, to the end that the proportionate interest of the holder of this Option shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustment in this Option shall be made without change in the total price applicable to the unexercised Option but with a corresponding adjustment in the option price per share.
(b) In the event of a Reorganization (as hereinafter defined) in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly-owned subsidiary of another company after the effective date of the Reorganization, then
(i) If there is no plan or agreement respecting the Reorganization (“Reorganization Agreement”) or if the Reorganization Agreement does not specifically provide for the change, conversion or exchange of the shares under outstanding and unexercised stock options for securities of another corporation, the unexercised portion of this Option shall be deemed exercisable for stock of the surviving corporation or parent corporation of which the Company becomes a subsidiary at a rate of exchange to be determined by the Board of Directors, but in no event shall the fair market value of the stock substituted for the stock of the Company at the time of the Reorganization be less than the fair market value of the stock of the Company at the time of the Reorganization.
(ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion or exchange of the shares under outstanding and unexercised stock options for securities of another corporation, then the Board of Directors shall adjust the shares under the unexercised portion of this Option in a manner not inconsistent with the provisions of the Reorganization Agreement for the adjustment, change, conversion or exchange of such stock and this Optio...
ADJUSTMENTS IN STOCK. The following rules shall apply for adjustments in stock for the Option provided in Paragraph 1:
