Common use of Adjustments in the Event of Reorganization Clause in Contracts

Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of shares of Common Stock held by each per son who is then a shareholder of record, the number of shares of Common Stock subject to the option granted hereunder and the Exercise Price per share of such option shall be adjusted in accordance with section 5.3 of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, the option granted hereunder shall be cancelled or adjusted in accordance with the Plan. In the event that the Company shall declare and pay any dividend with respect to Shares (other than a dividend payable in Shares or a regular quarterly cash dividend), including a dividend which results in a nontaxable return of capital to the holders of Shares for federal income tax purposes, or otherwise than by dividend makes distribution of property to the holders of its Shares, the Company shall, in the discretion of the Committee, (a) make an equivalent payment to each Person holding an outstanding Option as of the record date for such dividend in accordance with section 5.3(c)(i) of the Plan or (b) adjust the Exercise Price per Share of outstanding Options in such a manner as the Committee may determine to be appropriate to equitably reflect the payment of the dividend or (c) take the action described in this section 6(a) with respect to certain outstanding Options and the action described in section 6(b) with respect to the remaining outstanding Options PROVIDED, HOWEVER, that no such action shall be taken without the approval of the Office of Thrift Supervision until the stockholders of the Company have voted to approve the provisions of section 5.3(c) of the Plan in a vote taken after October 5, 1996.

Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of shares of Common Stock held by each per son who is then a shareholder of record, the number of shares of Common Stock subject to the option granted hereunder and the Exercise Price per share of such option shall be adjusted in accordance with section 5.3 of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, the option granted hereunder shall be cancelled or adjusted in accordance with the Plan. In the event that the Company shall declare and pay any dividend with respect to Shares (other than a dividend payable in Shares or a regular quarterly cash dividend), including a dividend which results in a nontaxable return of capital to the holders of Shares for federal income tax purposes, or otherwise than by dividend makes distribution of property to the holders of its Shares, the Company shall, in the discretion of the Committee, (a) make an equivalent payment to each Person holding an outstanding Option as of the record date for such dividend in accordance with section 5.3(c)(i) of the Plan or (b) adjust the Exercise Price per Share of outstanding Options in such a manner as the Committee may determine to be appropriate to equitably reflect the payment of the dividend or (c) take the action described in this section 6(a) with respect to certain outstanding Options and the action described in section 6(b) with respect to the remaining outstanding Options PROVIDEDprovided, HOWEVERhowever, that no such action shall be taken without the approval of the Office of Thrift Supervision until the stockholders of the Company have voted to approve the provisions of section 5.3(c) of the Plan in a vote taken after October 5, 1996.

Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of shares of Common Stock held by each per son person who is then a shareholder of record, the number of shares of Common Stock subject to the option granted hereunder and the Exercise Price per share of such option shall be adjusted in accordance with section 5.3 8.3 of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, the any exercisable option granted hereunder shall be cancelled or adjusted in accordance with the Plan. In the event that the Company shall declare and pay any dividend with respect to Shares shares of Common Stock (other than a dividend payable in Shares or a regular quarterly cash dividend), including a dividend shares of Common Stock) which results in a nontaxable return of capital to the holders of Shares shares of Common Stock for federal income tax purposes, or otherwise than by dividend makes distribution of property to the holders of its Sharesshares of Common Stock, at the Company shall, in the discretion election of the Committee, the Company shall either (ai) make an equivalent payment to each Person holding an outstanding Option as of the record date for such dividend or distribution in accordance with section 5.3(c)(i) 8.3 of the Plan or (bii) adjust the Exercise Price per Share share of outstanding Options in such a manner as the Committee may determine to be appropriate necessary to equitably reflect the payment effect of the dividend or distribution, or (ciii) take the action described in this section 6(a) with respect to certain outstanding Options and the any other action described in section 6(b8.3(c) with respect of the Plan. Actions taken under section 8.3(c) of the Plan are subject to the remaining outstanding Options PROVIDED, HOWEVER, that no such action shall be taken without the approval of the Office of Thrift Supervision until unless approval of section 8.3(c) of the Plan is obtained by the stockholders of the Company have voted to approve the provisions of section 5.3(c) of the Plan in a vote taken after October 5September 26, 19961997.