Common use of ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC Clause in Contracts

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreement, in the event of any change in the number of outstanding shares of Stock (a) effected without receipt of consideration by the Corporation, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation is the surviving corporation, or (b) by reason of a spin-off of a part of the Corporation into a separate entity, or assumptions and conversions of outstanding grants due to an acquisition by the Corporation of a separate entity, (1) the aggregate number and class of shares subject to this Incentive Option and (2) the exercise price of this Incentive Option shall be automatically adjusted to accurately and equitably reflect the effect of such changes. In the event of a dispute concerning such adjustment, the Committee shall have full discretion to resolve the dispute. The number of shares subject to this Incentive Option shall be automatically reduced by any fraction which results from any adjustment made pursuant to this Paragraph. In the event of: (a) a dissolution or liquidation of the Corporation, (b) a merger or consolidation (other than a merger effecting a reincorporation of the Corporation in another state or any other merger or a consolidation in which the stockholders of the surviving corporation and their proportionate interests in the surviving corporation immediately after the merger or consolidation are substantially identical to the stockholders of the Corporation and their proportionate interests in the Corporation immediately prior to the merger or consolidation) in which the Corporation is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Corporation and their proportionate interests in the parent immediately after the transaction are not substantially identical to the stockholders of the Corporation and their proportionate interests therein immediately prior to the transaction; provided that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction), or (c) a transaction in which any person (other than Cairn Energy PLC) becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation (provided, however, that the Board of Directors LABDAL:49156.2 15467-6 5 may at any time prior to such transaction provide by resolution that this Subparagraph (c) shall not apply if such acquiring person is a corporation and a majority of the board of directors of the acquiring corporation immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the acquisition of such 50% or more total combined voting power) the Board of Directors may, at its election, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, provided, however, that in no event may any change be made under this Paragraph which would constitute a "modification" within the meaning of section 425(h)(3) of the Code, or (2) purchase the Option from the Holder by tendering cash equal to the Fair Market Value of the Stock represented by the Option less the exercise price of the Option specified in this Agreement, without regard to the determination as to the periods and installments of exercisability made pursuant to this Agreement, if (and only if) the Option has not at that time expired or been terminated.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreement, in In the event that, before delivery by the Company of any change all of the shares of Common Stock in respect of which this Option has been granted the Company shall have effected a split of the Common Stock, a dividend payable in Common Stock or combination of Common Stock into a smaller number of outstanding shares, the shares of Stock (a) effected without receipt of consideration by the Corporation, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation is the surviving corporation, or (b) by reason of a spin-off of a part of the Corporation into a separate entity, or assumptions and conversions of outstanding grants due to an acquisition by the Corporation of a separate entity, (1) the aggregate number and class of shares still subject to this Incentive Option and (2) the exercise price of this Incentive Option shall be automatically adjusted increased or decreased proportionately and the purchase price per share shall be decreased or increased proportionately so that the aggregate purchase price for all of the shares then subject to accurately and equitably reflect the effect Option shall remain the same as immediately prior to such split, dividend or combination. Notwithstanding any indication to the contrary in the preceding paragraphs of such changes. In this Section 6, upon the event occurrence of a dispute concerning such adjustment"Change in Control" (as hereinafter defined) of the Company, the Committee shall have full discretion to resolve maturity of the dispute. The number of shares subject to this Incentive Option shall be automatically reduced by any fraction accelerated automatically, so that the Option shall become exercisable in full with respect to all shares as to which results from any adjustment made pursuant the Option shall not have previously been exercised or become exercisable; provided, however, that no such acceleration shall occur with respect to this ParagraphOption if Optionee ceases to provide services to the Company prior to the occurrence of such Change in Control. In For purposes of the event ofPlan, a "Change in Control" of the Company shall be deemed to have occurred if: (a) a dissolution or liquidation the stockholders of the Corporation,Company shall approve: (bi) a merger any merger, consolidation or consolidation (other than a merger effecting a reincorporation reorganization of the Corporation in another state or any other merger or Company (a consolidation "Transaction") in which the stockholders of the surviving corporation and their proportionate interests in the surviving corporation immediately after the merger or consolidation are substantially identical to the stockholders of the Corporation and their proportionate interests in the Corporation Company immediately prior to the merger Transaction would not, immediately after the Transaction, beneficially own, directly or consolidationindirectly, shares representing in the aggregate more than 50% of all votes to which all stockholders of the corporation issuing cash or securities in the Transaction (or of its ultimate parent corporation, if any) would be entitled under ordinary circumstances in the election of directors, or in which the Corporation is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders members of the parent of the Corporation and their proportionate interests in the parent immediately after the transaction are not substantially identical to the stockholders of the Corporation and their proportionate interests therein Company's Board immediately prior to the transaction; provided that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent Transaction would not, immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction)Transaction, or (c) a transaction in which any person (other than Cairn Energy PLC) becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation (provided, however, that the Board of Directors LABDAL:49156.2 15467-6 5 may at any time prior to such transaction provide by resolution that this Subparagraph (c) shall not apply if such acquiring person is a corporation and constitute a majority of the board of directors of the acquiring corporation immediately after issuing cash or securities in the transaction consists Transaction (or of its ultimate parent corporation, if any), (iii) any plan or proposal for the liquidation or dissolution of the Company; (b) individuals who constituted constitute the Company's Board as of the date of adoption of the Plan by the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors immediately prior to the acquisition of such 50% or more total combined voting power) the Board of Directors may, at its election, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, Board; provided, however, that for purposes of this subparagraph (b), any individual who becomes a Director of the Company subsequent to the date of adoption of the Plan by the Board, and whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the Incumbent Directors who are Directors at the time of such vote, shall be considered an Incumbent Director; or (c) any "person," as that term is defined in no event may any change be made under this Paragraph which would constitute a "modification" within the meaning of section 425(h)(3Section 3(a)(9) of the CodeSecurities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such plan), together with all "affiliates" and "associates" (2as such terms are defined in Rule 12b-2 under the Exchange Act) purchase of such person (as well as any "Person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Option Exchange Act), shall become the "beneficial owner" or "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 20% or more of either (i) the then outstanding shares of Common Stock or (ii) the combined voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Company's Board ("Voting Securities"), in either such case other than as a result of acquisitions of such securities directly from the Holder by tendering cash equal to the Fair Market Value Company. 20% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock represented by the Option less the exercise price or other Voting Securities (other than a result of a stock split, stock dividend or similar transaction), then a "Change in Control" of the Option specified Company shall be deemed to have occurred for purposes of subparagraph (c) of this Section 6. Except as expressly modified by this amendment, all terms and conditions of the Agreement shall remain in this Agreement, without regard to the determination as to the periods full force and installments of exercisability made pursuant to this Agreement, if (and only if) the Option has not at that time expired or been terminatedeffect.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreementhereof, in the event of any change in the number of outstanding shares of Stock (a) effected without receipt of consideration therefor by the CorporationCompany, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation Company is the surviving corporation, or, (b) by reason of a spin-off to the shareholders of a part of the Corporation Company into a separate entity, or or (c) by reason of assumptions and conversions of outstanding grants due to an acquisition by the Corporation Company of a separate entity,; (1) the aggregate number and class of shares subject to this Incentive Nonstatutory Option and (2) the exercise price of this Incentive Nonstatutory Option shall be automatically adjusted to accurately and equitably reflect the effect thereon of such changeschange; provided, however, that any fractional share resulting from such adjustment may be eliminated. In the event of a dispute concerning such adjustment, the decision of the Committee shall have full discretion to resolve the disputebe conclusive. The number of shares subject to this Incentive Nonstatutory Option shall be automatically reduced by any fraction included therein which results from any adjustment made pursuant to this ParagraphParagraph 8. In the event The occurrence of: (a) a dissolution or liquidation of the CorporationCompany, (b) a merger or consolidation (other than a merger effecting a reincorporation of the Corporation Company in another state or any other merger or a consolidation in which the stockholders shareholders of the surviving corporation and their proportionate interests in the surviving corporation therein immediately after the merger CORPDAL:53223.1 14047-00001 5 or consolidation are substantially identical to the stockholders shareholders of the Corporation Company and their proportionate interests in the Corporation therein immediately prior to the merger or consolidation) in which the Corporation Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders shareholders of the parent of the Corporation Company and their proportionate interests in the parent therein immediately after the transaction are not substantially identical to the stockholders shareholders of the Corporation Company and their proportionate interests therein immediately prior to the transaction; provided that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction), or, (c) a transaction in which any person (other than Cairn Energy PLC) becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation Company, or (providedd) a sale of all or substantially all of the assets of the Company where it is contemplated that within a reasonable period of time thereafter the Company will either be liquidated or converted into a nonoperating company or an extraordinary dividend will be declared resulting in a partial liquidation of the Company (but in all cases only with respect to those employees whom it is anticipated will lose their employment with the Company and its Affiliates as a result of such sale of assets) shall cause this Nonstatutory Option to terminate, howeverbut the Holder shall, that in any event, have the Board of Directors LABDAL:49156.2 15467-6 5 may at any time right, immediately prior to such transaction provide by resolution that dissolution, liquidation, merger, consolidation, or transaction, to exercise this Subparagraph (c) shall not apply if such acquiring person is a corporation and a majority of the board of directors of the acquiring corporation immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior Nonstatutory Option, to the acquisition of such 50% or more total combined voting power) the Board of Directors may, at its election, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, provided, however, that in no event may any change be made under this Paragraph which would constitute a "modification" within the meaning of section 425(h)(3) of the Code, or (2) purchase the Option from the Holder by tendering cash equal to the Fair Market Value of the Stock represented by the Option less the exercise price of the Option specified in this Agreementextent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability made pursuant to this Agreement, Paragraph 2 if (and only if) the this Nonstatutory Option has not at that time expired or been terminated.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreement, in the event of any change in the number of outstanding shares of Stock Stock that is (a) effected without receipt of consideration by the CorporationBank, by reason of a stock dividend, or split, combination, exchange of shares shares, merger, or other recapitalization, merger, or otherwise, in which the Corporation Bank is the surviving corporation, or or (b) by reason of a spin-off of a part of the Corporation Bank into a separate entity, or assumptions and conversions of outstanding grants due to an acquisition by the Corporation Bank of a separate entity, (1) , the aggregate number and class of the reserved shares, the number and class of shares subject to this Incentive each outstanding Option and (2) the exercise price of this Incentive each outstanding Option shall be automatically adjusted to accurately and equitably reflect the effect of such changeschange. In the event of a dispute concerning such adjustment, the Committee shall have has full discretion to resolve determine the resolution of the dispute. Such determination shall be final, binding and conclusive. The number of reserved shares or the number of shares subject to this Incentive any outstanding Option shall be automatically reduced by to the extent necessary to eliminate any fraction which results from any adjustment made pursuant to this Paragraphfractional shares. In the event of: (a) a dissolution or liquidation of the CorporationBank, (b) a merger or consolidation (other than a merger effecting a reincorporation re-incorporation of the Corporation Bank in another state or any other merger or a consolidation in which the stockholders shareholders of the surviving corporation and their proportionate interests in the surviving corporation therein immediately after the merger or consolidation are substantially identical to the stockholders shareholders of the Corporation Bank and their proportionate interests in the Corporation therein immediately prior to the merger or consolidation) in which the Corporation Bank is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders shareholders of the parent of the Corporation Bank and their proportionate interests in the parent therein immediately after the transaction are not substantially identical to the stockholders shareholders of the Corporation Bank and their proportionate interests therein immediately prior to the transaction; provided provided, however, that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction), or (c) a transaction in which any person (other than Cairn Energy PLCa shareholder of the Bank on the date of the Optionee's Agreement) becomes the owner of fifty percent (50% %) or more of the total combined voting power of all classes of stock of the Corporation Bank (provided, however, that the Board of Directors LABDAL:49156.2 15467-6 5 may at any time prior to such transaction provide by resolution that this Subparagraph (c) Subsection shall not apply if such acquiring person is a corporation and a majority of the board of directors of the acquiring corporation immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the acquisition of such fifty percent (50% %) or more total combined voting power) ("Change in Control Events") all options shall fully vest and the Board of Directors may, at its electionshall, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, ; provided, however, that in no event may any change be made under this Paragraph Section which would constitute a "modification" within the meaning of section 425(h)(3424(h)(3) of the Code, ; or (2) purchase the Option Options from the Holder each Optionee by tendering cash equal to the Fair Market Value of the Stock represented by the Option Options less the exercise price of the Option specified in this each Agreement, without regard to the determination as to the periods and installments of exercisability made pursuant to this an Optionee's Agreement, if (and only if) the Option has such Options have not at that time expired or been terminated.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreement, in the event of any change in the number of outstanding shares of Stock (a) effected without receipt of consideration by the Corporation, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation is the surviving corporation, or (b) by reason of a spin-off of a part of the Corporation into a separate entity, or assumptions and conversions of outstanding grants due to an acquisition by the Corporation of a separate entity, (1) the aggregate number and class of shares subject to this Incentive Nonstatutory Option and (2) the exercise price of this Incentive Nonstatutory Option shall be automatically adjusted to accurately and equitably reflect the effect of such changes. In the event of a dispute concerning such adjustment, the Committee shall have full discretion to resolve the dispute. The number of shares subject to this Incentive Nonstatutory Option shall be automatically reduced by any fraction which results from any adjustment made pursuant to this Paragraph. In the event of: (a) a dissolution or liquidation of the Corporation, (b) a merger or consolidation (other than a merger effecting a reincorporation of the Corporation in another state or any other merger or a consolidation in which the stockholders of the surviving corporation and their proportionate interests in the surviving corporation immediately after the merger or consolidation are substantially identical to the stockholders of the Corporation and their proportionate interests in the Corporation immediately prior to the merger or consolidation) in which the Corporation is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Corporation and their proportionate interests in the parent immediately after the transaction are not substantially identical to the stockholders of the Corporation and their proportionate interests therein immediately prior to the transaction; provided provided, however, that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction), or (c) a transaction in which any person (other than Cairn Energy PLC) becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation (provided, however, that the Board of Directors LABDAL:49156.2 15467-6 5 may at any time prior to such transaction provide by resolution that this Subparagraph (c) shall not apply if such acquiring person is a corporation and a majority of the board of directors of the acquiring corporation immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the acquisition of such 50% or more total combined voting power) the Board of Directors may, at its election, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, provided, however, that in no event may any change be made under this Paragraph which would constitute a "modification" within the meaning of section 425(h)(3) of the Code, or (2) purchase the Option from the Holder by tendering cash equal to the Fair Market Value of the Stock represented by the Option less the exercise price of the Option specified in this Agreement, without regard to the determination as to the periods and installments of exercisability made pursuant to this Agreement, if (and only if) the Option has not at that time expired or been terminated.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. Notwithstanding any other provision of this Agreementhereof, in the event of any change in the number of outstanding shares of Stock: (a) effected Effected without receipt of consideration therefor by the CorporationCompany, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation Company is the surviving corporation, or; (b) by By reason of a spin-off to the shareholders of a part of the Corporation Company into a separate entity, or ; or (c) By reason of assumptions and conversions of outstanding grants due to an acquisition by the Corporation Company of a separate entity,; CORPDAL:53223.1 14047-00001 5 (1) the aggregate The number and class of shares subject to this Incentive Option and (2) the exercise price of this Incentive Option shall be automatically adjusted to accurately and equitably reflect the effect thereon of such changeschange; provided, however, that any fractional share resulting from such adjustment may be eliminated. In the event of a dispute concerning such adjustment, the decision of the Committee shall have full discretion to resolve the disputebe conclusive. The number of shares subject to this Incentive Option shall be automatically reduced by any fraction included therein which results from any adjustment made pursuant to this ParagraphParagraph 8. In the event The occurrence of: (a) a A dissolution or liquidation of the Corporation,Company; (b) a A merger or consolidation (other than a merger effecting a reincorporation of the Corporation Company in another state or any other merger or a consolidation in which the stockholders shareholders of the surviving corporation and their proportionate interests in the surviving corporation therein immediately after the merger or consolidation are substantially identical to the stockholders shareholders of the Corporation Company and their proportionate interests in the Corporation therein immediately prior to the merger or consolidation) in which the Corporation Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders shareholders of the parent of the Corporation Company and their proportionate interests in the parent therein immediately after the transaction are not substantially identical to the stockholders shareholders of the Corporation Company and their proportionate interests therein immediately prior to the transaction; provided that the Board of Directors may at any time prior to such a merger or consolidation provide by resolution that the foregoing provisions of this parenthetical shall not apply if a majority of the board of directors of such parent immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior to the transaction), or; (c) a A transaction in which any person (other than Cairn Energy PLC) becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation Company; or (providedd) A sale of all or substantially all of the assets of the Company where it is contemplated that within a reasonable period of time thereafter the Company will either be liquidated or converted into a nonoperating company or an extraordinary dividend will be declared resulting in a partial liquidation of the Company (but in all cases only with respect to those employees whom it is anticipated will lose their employment with the Company and its Affiliates as a result of such sale of assets) shall cause this Incentive Option to terminate, howeverbut the Holder shall, that in any event, have the Board of Directors LABDAL:49156.2 15467-6 5 may at any time right, immediately prior to such transaction provide by resolution that dissolution, liquidation, merger, consolidation, or transaction, to exercise this Subparagraph (c) shall not apply if such acquiring person is a corporation and a majority of the board of directors of the acquiring corporation immediately after the transaction consists of individuals who constituted a majority of the Board of Directors immediately prior Incentive Option, to the acquisition of such 50% or more total combined voting power) the Board of Directors may, at its election, as of the effective time of such transaction, either (1) change the number and kind of shares of stock (including substitution of shares of another corporation) and exercise price in the manner it deems appropriate, provided, however, that in no event may any change be made under this Paragraph which would constitute a "modification" within the meaning of section 425(h)(3) of the Code, or (2) purchase the Option from the Holder by tendering cash equal to the Fair Market Value of the Stock represented by the Option less the exercise price of the Option specified in this Agreementextent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability made pursuant to this Agreement, Paragraph 2 if (and only if) the this Incentive Option has not at that time expired or been terminated.