Common use of Adjustments Upon Changes in Capital Structure Clause in Contracts

Adjustments Upon Changes in Capital Structure. (a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the share of stock or the share price of the stock of the Company, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (i) the terms and conditions of this Option and (ii) the grant or exercise price per share for this Option. (b) In the event of any transaction or event described in Section 8(a), the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, may take one or more of the following actions: (i) provide for the purchase or exchange of this Option for an amount of cash equal to the amount that could have been obtained upon the exercise of this Option or realization of the Optionee's rights had such Option been currently exercisable or payable or fully vested, or the replacement of such Option with other rights or property selected by the Committee in its sole discretion; (ii) provide that this Option shall be exercisable as to all shares covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this Agreement, (iii) provide that this Option be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) provide for adjustments in the number and kind of shares or other securities or property subject to the Option and/or adjustments in the terms and conditions of the Option (including the Exercise Prices); (v) provide that immediately upon the consummation of such event, this Option shall not be exercisable and shall terminate, provided, that for a specified period of time prior to such event, such Option shall be exercisable as to all shares of stock covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this Agreement.

Adjustments Upon Changes in Capital Structure. (a) In the event of any If a stock dividend, stock split, combination reverse stock split, reclassification or exchange of sharesrecapitalization occurs, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the share of stock or the share price of the stock of the Company, then the Committee and/or the Board shall make such proportionate adjustments, if any, as the Committee adjustments in its discretion may deem appropriate to reflect such change with respect to (i) the terms number and conditions class of shares to which Optionee will thereafter be entitled upon exercise of this Option and (ii) the grant or price which Optionee shall be required to pay upon such exercise as the Committee and/or Board in its sole discretion in good xxxxx xxxxx appropriate, and such determination shall be final, binding, and conclusive. Notwithstanding the foregoing, such adjustment shall have the result that Optionee exercising this Option subsequent to such occurrence would pay the same aggregate exercise price per share for this Optionto exercise the entire Option and would then hold the same class and aggregate number of shares as if Optionee would have exercised the outstanding option immediately prior to such occurrence. (b) In the event of any transaction merger or event described in Section 8(aconsolidation of the Corporation (except with a Subsidiary) or any acquisition of 80% or more of its gross assets or stock, or any reorganization or liquidation of the Corporation (an “Event”), the CommitteeBoard shall make arrangements (the “Arrangements”) which shall be binding upon Optionee for such shares that are unexpired or unexercised under this Option as the Board, in its sole discretion, and on such terms and conditions as it deems appropriate, may take one or more in good faith determines to be in the best interests of the following actions: Corporation, which determination shall be final, binding and conclusive. The possible Arrangements include, but are not limited to, the substitution of a new option for any portion of such unexpired Option, the assumption of any portion of such unexpired Option by any successor to the Corporation, the acceleration of the expiration date of any portion of such unexpired Option to a date not earlier than thirty (i30) provide days after notice to Optionee, or the cancellation of such portion in exchange for the purchase or exchange payment by any successor to the Corporation of this Option for deferred compensation to Optionee in an amount of cash equal to the amount that could have been obtained upon difference between the exercise of this Option or realization of the Optionee's rights had such Option been currently exercisable or payable or fully vested, or the replacement of such Option with other rights or property selected by the Committee in its sole discretion; (ii) provide that this Option shall be exercisable as to all shares covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this Agreement, (iii) provide that this Option be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) provide for adjustments in the number and kind of shares or other securities or property subject to the Option and/or adjustments in the terms and conditions fair market value of the Option (including Shares subject to such unexpired portion and the Exercise Prices); (v) provide that immediately upon aggregate exercise price of the consummation Option Shares under the terms of such eventunexpired portion on the date of the Event, this Option in installments which correspond to the vesting schedule of the unexpired Option. The Board shall not be exercisable and shall terminate, provided, that for obligated to arrange such substitution or assumption to comply with Section 424(a) of the Code or to accelerate the exercisability of a specified period portion of an option when it accelerates the expiration date of such portion. The Board or Committee may from time prior to such event, such Option shall be exercisable time issue guidelines as to all shares what Arrangements it deems appropriate should an Event occur. The guidelines currently issued by the Board of stock covered herebyDirectors are listed in Exhibit A hereof. These guidelines may be changed at any time without notice. Accordingly, notwithstanding anything Optionee has no vested right with respect to the contrary in Arrangements which may be made upon the Plan or the provisions occurrence of this Agreementan Event.

Adjustments Upon Changes in Capital Structure. (a) In the event of changes in the outstanding capital stock of the Company by reason of any stock dividend, stock split or reverse split, combination or exchange of sharesreclassification, recapitalization, merger, consolidation, spin-off, recapitalization reorganization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the share of stock or the share price of the stock of the Companyliquidation, the Committee shall Board may make such proportionate adjustments, if any, as the Committee adjustments in its discretion may deem appropriate to reflect such change with respect to (ia) the terms aggregate number and conditions class of this Option and (ii) shares available under the grant or exercise price per share for this Option. Plan; (b) the number and class of shares to which optionees will thereafter be entitled upon exercise of their options; and (c) the price which optionees shall be required to pay upon such exercise; as it deems appropriate, and such determination shall be final, binding and conclusive. In the event of any transaction merger of the Company (except with a subsidiary) or event described in Section 8(aany acquisition of 80 percent or more of its gross assets or stock, or any reorganization or liquidation of the Company (an "Event"), the CommitteeBoard shall make arrangements (the "Arrangements") which shall be binding upon the holders of unexpired options then outstanding under this Plan (d) for the substitution of new options for any portion of such unexpired options; (e) for the assumption of any portion of such unexpired options by any successor to the Company; (f) for the acceleration of the expiration date of any portion of such unexpired options to a date not earlier than thirty (30) days after notice to the optionee; or (g) for the cancellation of such portion of unexpired options in exchange for the payment by any successor to the Company of deferred compensation to the optionee in an amount equal to the difference between the fair market value of the Shares subject to such unexpired portion and the aggregate exercise price of the Shares under the terms of such unexpired portion on the date of the Event, in its sole discretion, and on such terms and conditions as it deems appropriate, may take one or more installments which correspond to the vesting schedule of the following actions: unexpired option. Notwithstanding the foregoing, if an Event should occur, the Arrangements which the Board shall make to each portion of all outstanding unexercised options shall be limited to either (h) providing for the substitution of new options for such portion; (i) provide for providing the purchase holder of such portion with no less than thirty (30) days to exercise such portion in full; (j) causing any successor corporation to assume such portion in full; or exchange (k) 3 canceling such portion and causing any successor corporation to pay deferred compensation to the holder of this Option for such portion at the time such portion would have become exercisable, in an amount of cash equal to the amount that could have been obtained upon difference between the exercise of this Option or realization fair market value of the Optionee's rights had such Option been currently exercisable or payable or fully vested, or the replacement of such Option with other rights or property selected by the Committee in its sole discretion; (ii) provide that this Option shall be exercisable as to all shares covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this Agreement, (iii) provide that this Option be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) provide for adjustments in the number and kind of shares or other securities or property Shares subject to the Option and/or adjustments in portion and the terms and conditions aggregate exercise price of the Option (including portion on the Exercise Prices); (v) provide that immediately upon date of the consummation of such event, this Option shall not be exercisable and shall terminate, provided, that for a specified period of time prior to such event, such Option shall be exercisable as to all shares of stock covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this AgreementEvent.

Adjustments Upon Changes in Capital Structure. (a) In the event of changes in the outstanding capital stock of the Company by reason of any stock dividend, stock split or reverse split, combination or exchange of sharesreclassification, recapitalization, merger, consolidation, spin-off, recapitalization reorganization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the share of stock or the share price of the stock of the Companyliquidation, the Committee shall Board may make such proportionate adjustments, if any, as the Committee adjustments in its discretion may deem appropriate to reflect such change with respect to (ia) the terms aggregate number and conditions class of this Option and (ii) shares available under the grant or exercise price per share for this Option. Plan; (b) the number and class of shares to which optionees will thereafter be entitled upon exercise of their options; and (c) the price which optionees shall be required to pay upon such exercise; as it deems appropriate, and such determination shall be final, binding and conclusive. In the event of any transaction merger of the Company (except with a subsidiary) or event described in Section 8(aany acquisition of 80 percent or more of its gross assets or stock, or any reorganization or liquidation of the Company (an "Event"), the CommitteeBoard shall make arrangements (the "Arrangements") which shall be binding upon the holders of unexpired options then outstanding under this Plan (d) for the substitution of new options for any portion of such unexpired options; (e) for the assumption of any portion of such unexpired options by any successor to the Company; (f) for the acceleration of the expiration date of any portion of such unexpired options to a date not earlier than thirty (30) days after notice to the optionee; or (g) for the cancellation of such portion of unexpired options in exchange for the payment by any successor to the Company of deferred compensation to the optionee in an amount equal to the difference between the fair market value of the Shares subject to such unexpired portion and the aggregate exercise price of the Shares under the terms of such unexpired portion on the date of the Event, in its sole discretion, and on such terms and conditions as it deems appropriate, may take one or more installments which correspond to the vesting schedule of the following actions: unexpired option. Notwithstanding the foregoing, if an Event should occur, the Arrangements which the Board shall make to each portion of all outstanding unexercised options shall be limited to either (h) providing for the substitution of new options for such portion; (i) provide for providing the purchase holder of such portion with no less than thirty (30) days to exercise such portion in full; (j) causing any successor corporation to assume such portion in full; or exchange (k) canceling such portion and causing any successor corporation to pay deferred compensation to the holder of this Option for such portion at the time such portion would have become exercisable, in an amount of cash equal to the amount that could have been obtained upon difference between the exercise of this Option or realization fair market value of the Optionee's rights had such Option been currently exercisable or payable or fully vested, or the replacement of such Option with other rights or property selected by the Committee in its sole discretion; (ii) provide that this Option shall be exercisable as to all shares covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this Agreement, (iii) provide that this Option be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) provide for adjustments in the number and kind of shares or other securities or property Shares subject to the Option and/or adjustments in portion and the terms and conditions aggregate exercise price of the Option (including portion on the Exercise Prices); (v) provide that immediately upon date of the consummation of such event, this Option shall not be exercisable and shall terminate, provided, that for a specified period of time prior to such event, such Option shall be exercisable as to all shares of stock covered hereby, notwithstanding anything to the contrary in the Plan or the provisions of this AgreementEvent.