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

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the Company's stockholders, the number of shares of Common Stock covered by the option granted hereby and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of such shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such outstanding shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Company of shares of stock of any class or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the option granted, hereunder. (e) The grant of the option hereby shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the Company's stockholders, the The number of shares of Common Stock covered by the option granted hereby this Option and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to this Option. In the option granted, hereunder. (e) The grant event of the option hereby proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that the Option shall not affect in any way terminate as of a date fixed by the Board and give the Optionee the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or exercise his Option as to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assetsthe Shares. In the event of a change of control of the Company, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject In the ---------------------------------------------------- event of any change in Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, the Option Cap (but not the Aggregate Option Cap) and the Purchase Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Parent shall receive upon exercise of the Option the number and class of shares or other securities or property that Parent would have received in respect of Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any required action by additional shares of Common Stock are issued after the Company's stockholdersdate of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Common Stock covered by subject to the option granted hereby and the exercise price thereof Option shall be proportionately adjusted for any increase or decrease in so that, after such issuance, it equals 19.9% of the number of issued shares of Common Stock resulting from a subdivision then issued and outstanding, without giving effect to any shares subject to or consolidation issued pursuant to the Option; provided that the Company shall not enter into any transaction described in the -------- first sentence of this Section 7(a) if, immediately following such transaction, it does not have available and capable of being reserved for purposes of this Agreement authorized but unissued and unreserved shares of Common Stock in the quantity required by this Agreement to be subject to the Option. (b) In the event that the Company shall enter into an agreement (i) to consolidate with or merge into any person, other than Parent or one of its subsidiaries, and shall not be the continuing or surviving corporation of such shares consolidation or merger, (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into the payment of a stock dividend (but only on Company and the Common Stock) Company shall be the continuing or any other increase or decrease surviving corporation, but, in connection with such merger, the number of such then outstanding shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any property or then outstanding shares of Common Stock shall not be deemed after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company, or (iii) to have been "effected without receipt sell or otherwise transfer all or substantially all of consideration." (b) Subject its assets to any required action by the Company's stockholdersperson, if the Company shall be the surviving corporation other than Parent or one of its subsidiaries, then, and in any merger or consolidationeach such case, the option granted hereby agreement governing such transaction shall pertain and apply to make proper provisions so that the securities to which a holder of Option shall, upon the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date consummation of any such eventtransaction and upon the terms and conditions set forth herein, unless be converted into, or exchanged for, an option, at the surviving corporation election of Parent, of either (I) the Acquiring Corporation (as defined below), (II) any person that controls the Acquiring Corporation, or (III) in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditionsdescribed in clause (ii), the Company. (c) To For purposes hereof, "Acquiring Corporation" means (i) the extent that continuing or surviving corporation of a consolidation or merger with the foregoing adjustments relate to stock Company (if other than the Company), (ii) the Company in a merger in which the Company is the continuing or securities surviving corporation and (iii) the transferee of all or substantially all of the Company, such adjustments shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusiveassets. The Company agrees provisions of Sections 9 and 10 shall apply with appropriate adjustments to give notice of any such adjustment securities for which the Option becomes exercisable pursuant to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Company of shares of stock of any class or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the option granted, hereunder7. (e) The grant of the option hereby shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the shareholders of the Company's stockholders, the number of shares of Common Stock covered by this Option, as well as the option granted hereby and the exercise price thereof per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to an Option. In the option granted, hereunder. (e) The grant event of the option hereby proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion, in such instances, declare that this Option shall not affect in any way terminate as of a date fixed by the Board and give Optionee the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or exercise this Option as to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of each in lieu of such assumption or substituted by such successor corporation or a parent or subsidiary of each successor corporation, unless the Board determines, in the exercise of its business sole discretion and in lieu of such assumption or substitution, that Optionee shall have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes this Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify Optionee that this Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and this Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the stockholders of the Company's stockholders, the number of shares of Common Stock Shares covered by the option granted hereby each outstanding Option, and the exercise price thereof number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) Shares, or any other increase or decrease in the number of such outstanding shares of Common Stock issued Shares effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board")or the Committee or a Designated Officer, whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof thereof, shall be made with respect to, to the number or exercise price of shares Shares subject to an Option or the option granted, hereunder. (e) The grant Option Price thereof. In the event of the option hereby proposed dissolution or liquidation of the Company, and subject to approval by any applicable Regulatory Authorities, all Options will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall not affect in any way terminate as of a date fixed by the Board and give each holder the right to exercise his or power of the Company her Option as to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part thereof, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its business sole discretion and in lieu of such assumption or substitution, that the holder shall have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the holder that the Option shall be fully exercisable for a period of 60 days from the date of such notice (but not later than the expiration of the term of the Option), and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the shareholders of the Company's stockholders, the number of shares of Common Stock covered by the option granted hereby and Option., as well as the exercise price thereof per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination, recapitalization or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, final binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to the option granted, hereunder. (e) The grant Option. In the event of the option hereby proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not affect in any way been previously exercised, the right or power Option will terminate immediately prior to the consummation of such proposed action. In the event of a merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event that such successor corporation does not agree to make adjustments, reclassifications, reorganizations or changes of its capital or business structure assume the Option or to merge substitute an equivalent option, the Board shall, in lieu of such assumption or consolidate substitution, provide for the Optionee to have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes the option fully exercisable in lieu of assumption or to dissolvesubstitution in the event of a merger, liquidatethe Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, sell or transfer all or any part and the Option will terminate upon the expiration of its business or assetssuch period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the stockholders of the Company's stockholders, the number of shares of Common Stock Shares covered by this Option, and the option granted hereby and aggregate number of Shares which have been authorized for issuance hereunder, as well as the exercise price thereof per share of Common Stock, covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of such shares or the payment of a stock dividend or through any recapitalization, reclassification, stock split-up, combination or Company exchange of Shares (but only on the Common Stock) or any other increase or decrease in the number of such outstanding shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of than any such event, unless the surviving corporation in the case exchange or issuance of a merger Shares through which Shares are issued to effect an acquisition of another business or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments entity). Such adjustment shall be made by the Company's Board of Directors ("Board")Committee, whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to this Option. Unless otherwise expressly provided herein, in the option granted, hereunder. event of (eA) The grant the initial underwritten public offering of the option hereby shall not affect in any way the right or power equity securities of the Company pursuant to make adjustmentsa registration statement filed under the Securities Act of 1933, reclassificationsas amended, reorganizations (B) the sale of all or changes substantially all of the stock or assets of the Company, or (C) the merger or consolidation of the Company as a result of which those persons who hold 100% of the voting stock of the Company immediately prior to such transaction own less than 50% of the voting stock of the surviving resulting entity, this Option may, in the Committee's sole discretion, terminate immediately prior to the consummation of such proposed action, provided that if the Option is then exercisable, the Optionee shall have received written notice within a reasonable time prior to the consummation of such action advising the Optionee of (i) any of the foregoing and (ii) that the Optionee has the opportunity to exercise his Option during such period. The Committee may, in the exercise of its capital sole discretion, in such instances declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assetsher Option.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any ----------------------------------------------------- required action by the shareholders of the Company's stockholders, the number of shares of Common Stock covered by this Option, as well as the option granted hereby and the exercise price thereof per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to an Option. In the option granted, hereunder. (e) The grant event of the option hereby proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion, in such instances, declare that this Option shall not affect in any way terminate as of a date fixed by the Board and give Optionee the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or exercise this Option as to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of each in lieu of such assumption or substituted by such successor corporation or a parent or subsidiary of each successor corporation, unless the Board determines, in the exercise of its business sole discretion and in lieu of such assumption or substitution, that Optionee shall have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes this Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify Optionee that this Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and this Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the stockholders of the Company's stockholders, the number of shares of Common Stock Shares covered by the option granted hereby each outstanding Option, and the exercise price thereof number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) Shares, or any other increase or decrease in the number of such outstanding shares of Common Stock issued Shares effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "“effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments ” Such adjustment shall be made by the Company's Board of Directors ("Board")or the Committee or a Designated Officer, whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof thereof, shall be made with respect to, to the number or exercise price of shares Shares subject to an Option or the option granted, hereunder. (e) The grant Option Price thereof. In the event of the option hereby proposed dissolution or liquidation of the Company, and subject to approval by any applicable Regulatory Authorities, all Options will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall not affect in any way terminate as of a date fixed by the Board and give each holder the right to exercise his or power of the Company her Option as to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part thereof, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its business sole discretion and in lieu of such assumption or substitution, that the holder shall have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the holder that the Option shall be fully exercisable for a period of 60 days from the date of such notice (but not later than the expiration of the term of the Option), and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the Company's stockholdersstockholders of Seagate, the number of shares of Common Stock covered by the option granted hereby each outstanding Option, and the exercise number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price thereof per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the CompanySeagate; provided, however, that the conversion of any convertible securities of the Company Seagate shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights issuance by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Company Seagate of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to the option granted, hereunderan Option. (e) The grant of the option hereby shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the Company's stockholders, the The number of ------------------------------------------------------ shares of Common Stock covered by the option granted hereby and the exercise price thereof each outstanding Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) " Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to an Option. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action. In the event of a merger or consolidation of the Company with or into another corporation or the sale of all or substantially all of the Company's assets (hereinafter, a "merger"), the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event that such successor corporation does not agree to assume the Option or to substitute an equivalent option, the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger, the Option or right confers the right to purchase, for each Share of stock subject to the option grantedOption immediately prior to the merger, hereunder. the consideration (ewhether stock, cash, or other securities or property) The grant received in the merger by holders of Common Stock for each Share held on the effective date of the option hereby shall not affect in any way transaction (and if holders were offered a choice of consideration, the right or power type of consideration chosen by the holders of a majority of the Company outstanding Shares); provided, however, that if such consideration received in the merger was not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor corporation and the participant, provide for the consideration to make adjustmentsbe received upon the exercise of the Option, reclassificationsfor each Share of stock subject to the Option, reorganizations to be solely common stock of the successor corporation or changes its Parent equal in Fair Market Value to the per share consideration received by holders of its capital Common Stock in the merger or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part sale of its business or assets.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the shareholders of the Company's stockholders, the number of shares of Common Stock covered by the option granted hereby each outstanding Option, and the exercise number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price thereof per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision stock split, reverse stock split, stock dividend, combination or consolidation reclassification of such shares or the payment of a stock dividend (but only on the Common Stock) , or any other increase or decrease in the number of such outstanding issued shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." (b) Subject to any required action by the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on the effective date of any such event, unless the surviving corporation in the case of a merger or consolidation assumes outstanding options or replaces them with substitute options having substantially similar terms and conditions. (c) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments " Such adjustment shall be made by the Company's Board of Directors ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or received. (d) Except as hereinabove expressly provided in this Section 5herein, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue issuance by the Company of shares of stock of any class class, or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stock subject to an Option. In the option granted, hereunder. (e) The grant event of the option hereby proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall not affect in any way terminate as of a date fixed by the Board and give each Optionee the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or exercise his Option as to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. Unless the option agreement granting an Option to an Optionee specifically provides otherwise, in the event that such successor corporation refuses to assume the Option or to substitute an equivalent option, the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. The Board shall give written notice to each holder of an Option of the pendency of the sale of substantially all of the assets of the Company, a merger involving the Company or the dissolution or liquidation of the Company not less than ten days prior to such transaction. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject If any change is made in the Common Stock subject to the Plan, or subject to any required action by the Company's stockholdersOption, the number of shares of Common Stock covered by the option granted hereby and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of such shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such outstanding shares of Common Stock effected without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company; provided), howeverthe Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Section 3, that and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per Share subject to such outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be deemed to have been treated as a transaction "effected without receipt of consideration" by the Company.") (b) Subject to any required action by In the Company's stockholders, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereby shall pertain and apply to the securities to which event of a holder of the number of shares subject to the unexercised portion of this option would have been entitled. A dissolution or liquidation of the Company Company, then all outstanding Options shall terminate immediately prior to such event. (c) In the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation involving the Company in which the Company is not the surviving corporation shall cause this option to terminate on corporation, or (iii) a reverse merger in which the effective date of any such event, unless Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the case form of a merger securities, cash or consolidation assumes otherwise, then any surviving corporation or acquiring corporation shall assume any Options outstanding under the Plan or shall substitute similar options (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 11(c)) for those outstanding under the Plan. In the event any surviving corporation or replaces them acquiring corporation refuses to assume such Options or to substitute similar options for those outstanding under the Plan, then with substitute options having substantially similar terms respect to Options held by Optionholders whose Continuous Service has not terminated, the vesting of such Options (and, if applicable, the time during which such Options may be exercised) shall be accelerated in full, and conditions. the Options shall terminate if not exercised (cif applicable) To at or prior to such event. With respect to any other Options outstanding under the extent that the foregoing adjustments relate to stock or securities of the CompanyPlan, such adjustments Options shall be made by the Company's Board of Directors terminate if not exercised ("Board"), whose determination in that respect shall be final, binding and conclusive. The Company agrees if applicable) prior to give notice of any such adjustment to the Optionee, provided, however, that any such adjustment shall be effective and binding for all purposes hereof whether or not such notice is given or receivedevent. (d) Except as hereinabove expressly provided in this Section 5, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Company of shares of stock of any class or of securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the option granted, hereunder. (e) The grant of the option hereby shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.