Adjustments to Awards. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Board, in order to prevent dilution or enlargement of your rights, will make appropriate adjustment (which determination will be conclusive) in the number of Restricted Stock Units credited to your Account and/or as to the number and kind of securities or other property (including cash) subject to the Restricted Stock Units; provided, however, that any such securities or other property distributable with respect to the Restricted Stock Units shall be, unless otherwise determined by the Board, distributed to you in the manner described in Section 4 and shall, together with the Restricted Stock Units, otherwise be subject to the provisions of Sections 3 and 5 and the other terms and conditions of this Agreement.
Adjustments to Awards. At any time prior to the end of a Performance Period, the Committee may adjust downward (but not upward) the Performance Target and/or the Minimum Target as a result of major events unforeseen at the time of the Performance Share award, such as changes in the economy, the industry, laws affecting the operations of the Company or a Subsidiary or any other event the Committee determines would have a significant impact upon the probability of attaining the previously established Performance Target.
Adjustments to Awards. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Board, in order to prevent dilution or enlargement of the Executive’s rights, will make appropriate adjustment (which determination will be conclusive) in the number and kind of Common Stock or other securities or other property (including cash) subject to the SAR or, if applicable, the Restricted Stock; provided, however, that any such securities or other property distributable with respect to the SAR shall be, unless otherwise determined by the Board, distributed to the Executive in the manner described in Section 5 and shall, together with the SAR, otherwise be subject to the terms and conditions of this Agreement.
Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, xxxxx xxxxx or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.
Adjustments to Awards. As at the date hereof, the Company has in force the AEI Performance Share Plan (“AEI PSP”) and no shares have been granted under the AEI PSP. Pursuant to the AEI PSP, (i) the class and/or number of shares which are subject of an award (“Award”) to the extent not yet vested and the rights attached thereto; and/or (ii) the class and/or number of shares over which future Awards may be granted under the AEI PSP shall be subject to adjustments in view of the Proposed Bonus Warrants Issue. The Company will make such further announcements on the adjustments for the Awards after such adjustments for Awards have been confirmed or reviewed (as the case may be) pursuant to the rules of the AEI PSP.
Adjustments to Awards. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Board, in order to prevent dilution or enlargement of your rights, will make appropriate adjustment (which determination will be conclusive) in the number of Performance Units credited to your Account and/or as to the number and kind of securities or other property (including cash) subject to the Performance Units; provided, however, that any such securities or other property distributable with respect to the Performance Units shall be, unless otherwise determined by the Board, distributed to you in the manner described in Section 4 and shall, together with the Performance Units, otherwise be subject to the provisions of Sections 3 and 5 and the other terms and conditions of this Agreement.
Adjustments to Awards. If there is a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of common stock other than an ordinary cash dividend, then the LMI Board of Directors will make equitable adjustments to the aggregate number of shares available for issuance under the Restated Plan, the number and type of securities subject to each outstanding award under the Restated Plan, the exercise price or xxxxx xxxxx of such outstanding award (if applicable), and the terms and conditions of any outstanding awards. Without limiting the generality of the foregoing, in the event LMI effects a split of the common stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an option between the record date and the distribution date for such stock dividend will receive, on the distribution date, the stock dividend with respect to the shares of common stock acquired upon such option exercise. The Restated Plan does not provide for any automatic single trigger acceleration upon a merger or other reorganization event. Instead, upon a merger or other reorganization event, the LMI Board of Directors, may, in 228 Table of Contents its sole discretion, take any one or more of the following actions pursuant to the Restated Plan, as to some or all outstanding awards (other than restricted stock and restricted stock unit awards): • provide that all outstanding awards shall be assumed or substituted by the successor corporation; • upon written notice to a participant, provide that the participant’s unexercised options or awards will terminate immediately prior to the consummation of such transaction unless exercised by the participant; • provide that outstanding awards will become exercisable, realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon the reorganization event; • in the event of a reorganization event pursuant to which holders of shares of LMI common stock will receive a cash payment for each share surrendered in the reorganization event, make or provide for a cash payment to the participants equal to the excess, if any, of the acquisition price times the ...
Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Shares and/or such other securities of the Company or any other issuer, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 4 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, xxxxx xxxxx or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.
Adjustments to Awards. The number of your Awards will be adjusted to reflect any change to the Company’s capital structure (e.g., a stock split). You must sign this Agreement; if you do not your Award will be cancelled. By signing this Agreement you acknowledge that this Award is granted under and is subject to the terms and conditions described above and in the Bancinsurance Corporation 2002 Stock Incentive Plan. OPTIONEE/GRANTEE BANCINSURANCE CORPORATION
Adjustments to Awards
