Common use of Adjustments to Common Stock Clause in Contracts

Adjustments to Common Stock. The shares with respect to which Awards may be granted under the Plan are shares of Common Stock as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of shares of Common Stock underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share of the Common Stock shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share of the Common Stock shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-Qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.

Adjustments to Common Stock. The shares with respect to which Awards may be granted under the Plan are shares of Common Stock as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of shares of Common Stock underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of the Common Stock or the payment of a stock Common Share dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding sharesCommon Stock, shall be proportionately increased, and the purchase price per share of the Common Stock Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding sharesCommon Stock, shall be proportionately reduced, and the purchase price per share of the Common Stock Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XVXIV, any adjustment made with respect to an Award (x) which is an Incentive Stock Share Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Share Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Share Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-Qualified Stock Share Option granted under the Plan to become subject to Section 409A of the Code.

Adjustments to Common Stock. The aggregate number of shares with respect to of Common --------------------------- Stock of the Company on which Awards Options may be granted under hereunder, the Plan are number of shares thereof covered by each outstanding Option and the price per share thereof in each such Option may all be appropriately adjusted, as the Board of Common Stock as presently constituted; providedDirectors may determine, however, that if, and whenever, prior to for any increase or decrease in the expiration or distribution to the Holder number of shares of Common Stock underlying an Award theretofore granted, of the Company shall effect resulting from a subdivision or consolidation of shares whether through reorganization, recapitalization, stock split-up or combination of Common Stock shares, or the payment of a stock dividend on Common Stock or other increase or decrease in such shares effected without receipt of consideration by the Company. No fractional share of stock shall be issued upon the exercise of an Option, and in case a fractional share shall become subject to an Option by reason of a stock dividend or otherwise, Employee holding such Option shall not be entitled to exercise it with respect to such fractional share. Subject to any required action by the stockholders, if the Company shall be the surviving corporation in any merger or consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled. Upon a dissolution of the Company, a merger or consolidation in which the Company is not the surviving corporation, or sale or disposition of all or substantially all of the Company's assets (any of the foregoing to be referred to herein as a "Transaction"), every Option outstanding hereunder together with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, exercise price thereof shall be proportionately increased, and the purchase price per share equitably adjusted for any changes or exchange of the Common Stock shall be proportionately reducedfor a different number or kind of shares or other securities which results from the Transaction, and (ii) provided, however, that in the event of a reduction in Transaction, then during the number period thirty days prior to the effective date of outstanding sharessuch event, Employee shall be proportionately reduced, and have a right to exercise the purchase price per share of the Common Stock shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and whole or in no event shall any adjustment be made which would render any Non-Qualified Stock Option granted under the Plan to become subject to Section 409A of the Codepart.