Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "“Adjustment Event" ” shall also mean to include: (i) any issuance by the Company of the Company's ’s securities (excluding securities issued to the Company's ’s employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used hereinSubject and pursuant to the provisions of this Section 3.4, the term "Adjustment Event" means an event number of INVT Common Shares subject to the Conversion Right shall be subject to adjustment from time to time as set forth hereinafter: 3.4.1 If INVT shall at any time subdivide its outstanding shares of Stock by recapitalization, reclassification or split-up thereof, or if INVT shall declare a stock dividend or distribute INVT Common Shares to its shareholders, the number of INVT Common Shares subject to the Conversion Right immediately prior to such subdivision, stock dividend or distribution shall be proportionately increased, and if INVT shall at any time combine the outstanding INVT Common Shares by recapitalization, reclassification or combination thereof, the number of INVT Common Shares subject to the Conversion Right immediately prior to such combination shall be proportionately decreased. Any such adjustment pursuant to this Section 3.4 shall be effective at the close of business on the effective date of such subdivision of combination or, in the case of any adjustment which is the result of a stock dividend or distribution, the effective date for such adjustment shall be the record date therefor. 3.4.2 In case of any reclassification of the outstanding shares of Stock, other than a change covered by Section 3.4.1 hereof or which solely affects the Company are increased, decreased or changed intopar value of INVT Common Shares, or exchanged in the case of any merger or consolidation of INVT with or into another company (other than a merger or consolidation in which INVT is the continuing company and which does not result in any reclassification or capital reorganization of the outstanding INVT Common Shares), or in the case of any sale or conveyance to another company of the property of INVT as an entirety or substantially as an entirety in connection with which INVT is dissolved, the holders of INVT Preferred Shares shall have the right thereafter to receive upon the exercise of the Conversion Right, for a different number or the same INVT Preferred Shares deliverable hereunder immediately prior to such event, the kind and amount of shares of Capital Stock or securitiesother property receivable upon such reclassification, without receipt of consideration by the Company, through capital reorganization, mergermerger or consolidation, recapitalizationor upon the dissolution following any sale or other transfer, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company a holder of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of sharesINVT Common Shares obtainable upon exercise of the Conversion Right immediately prior to such event; and if any reclassification also results in a change in INVT Common Shares covered by Section 3.4.1, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements then such adjustment shall be made pursuant to both Section 3.4.1 and this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementSection 3.4.

Adjustments Upon Changes in Capitalization. As used herein, The Exercise Price and the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt subject to the Option are subject to adjustment in case the Company should at any time issue additional shares of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, its Common Stock as a stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for in case the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall of its Common Stock should at any time be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of subdivided into a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the greater number of shares, kind or in case the outstanding shares of shares and its Common Stock should be combined by reclassification or otherwise into a lesser number of shares, or in case the Company shall merge, consolidate with or into another corporation or entity, or another corporation or entity merges into the Company, or in the case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of a capital reorganization or recapitalization not involving a merger, consolidation or sale or transfer of all or substantially all of the assets of the Company. The adjustment will entitle the Optionee to receive, for the same aggregate Exercise Price, in lieu of securities receivable upon the exercise price for each share subject of any part of the Option prior to any such dividend, subdivision, reclassification, combination, sale, transfer or reorganization, the securities to which the Optionee would have been entitled if the Optionee had exercised any part of the Option immediately prior to the Optionsrecord date or effective date of the stock dividend, subdivision, reclassification, combination, sale, transfer or reorganization. The good faith determination by Neither the Board issuance of Directors as to what adjustmentsstock for consideration, amendments the issuance of stock on the exercise of stock rights, options or arrangements warrants, nor the issuance of stock on the conversion of a debenture or of a share of capital stock shall be considered a change in the Company's capital structure. No fractional shares of Option Stock shall be issued upon any exercise of the Option following an adjustment made pursuant to this SectionSection 10, and the extent thereof, aggregate Exercise Price paid shall be final and conclusive, provided that the Options herein are appropriately adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any fractional share not issued upon such adjustment or arrangementan exercise.

Adjustments Upon Changes in Capitalization. As used herein(a) In the event of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, exchanges of shares, reorganizations or liquidations, the term "Adjustment Event" means an event pursuant number of shares of Common Stock as to which the outstanding shares options may be exercised shall be correspondingly adjusted by the Grantor, and the Purchase Price shall be adjusted so that the product of the Company are increased, decreased or changed into, or exchanged for a different Purchase Price immediately after such event multiplied by the number or kind of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean subject to include: (i) any issuance by the Company of the Company's securities (excluding securities issued this Agreement immediately prior to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 5% in any fiscal year, cash dividends or the issuance to shareholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Companycontrary contained herein notwithstanding, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Grantor shall have the discretionary power to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options. Notwithstanding " under the foregoing, any such United States Income Tax laws then in effect. (b) Any adjustment to the Options shall be made without change in the total exercise price applicable number of shares of Common Stock shall apply proportionately to only the unexercised portion of the OptionsIncentive Stock Options granted hereunder. If fractions of a share of Common Stock would result from any such adjustment, but with an appropriate the adjustment shall be revised to the next higher whole number of shares, kind shares of Common Stock so long as such increase does not result in the holder of the options being deemed to own more than 5% of the total combined voting power or value of all classes of shares and exercise price for each share subject to of capital stock of the Options. The good faith determination by the Board of Directors as to what adjustments, amendments Grantor or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementsubsidiaries.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Stock Options, and (ii) appropriate amendments to this Agreement Stock Option Certificate shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Stock Options. Notwithstanding the foregoing, any such adjustment to the Stock Options shall be made without change in the total exercise price applicable to the unexercised portion of the Stock Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Stock Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Stock Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options Stock Options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein(a) If the shares of Common Stock outstanding are changed in number, kind, or class by reason of a stock split, combination, merger, consolidation, reorganization, reclassification, exchange, or any capital adjustment, including a stock dividend, or if any distribution is made to stockholders other than a cash dividend and the term "Adjustment Event" means Board of Directors (or Committee) deems it appropriate to make an event adjustment, then (i) the aggregate number and class of shares that may be issued or transferred pursuant to Section 2, (ii) the number and class of shares which are issuable under outstanding options, and (iii) the purchase price to be paid per share under outstanding options, shall be adjusted as hereinafter provided. In the event any distribution consists of common stock held by the Company in ant subsidiary, then each holder of options under this Plan on the record date for such distribution shall be entitled to receive options to purchase such number of shares of such common stock as is equal to the number of shares of common stock such holder would have received had such holder exercised all of such holder's options under this Plan (vested and unvested) and owned the common stock in the Company are increasedunderlying such options, decreased which options in the subsidiary shall be vested or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by shall vest to the same extent as such holder's options in the Company, through reorganizationand, mergergenerally, recapitalizationshall contain such provisions as to put such holder in the same equitable position such holder was in prior to the distribution, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company including an allocation of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject options issued under this Plan to both such options and the Options, and options in the subsidiary. (iib) appropriate amendments to Adjustments under this Agreement Section 12 shall be executed by the Company made in a proportionate and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined equitable manner by the Board of Directors to be appropriate(or Committee), in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith whose determination by the Board of Directors as to what adjustments, amendments or arrangements adjustments shall be made pursuant to this Sectionmade, and the extent thereof, shall be final final, binding, and conclusive. In the event that a fraction of a share results from the foregoing adjustment, provided that said fraction shall be eliminated and the Options herein are price per share of the remaining shares subject to the option adjusted in accordingly. (c) In the event of a manner that is no less favorable than liquidation of the manner Company, or a merger, reorganization, or consolidation of adjustment used as to the Company with any other corporation in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another corporation, any unexercised options issued by theretofore granted under the Plan shall be deemed canceled unless the surviving corporation in any such merger, reorganization, or consolidation elects to assume the options under the Plan or to issue substitute options in place thereof; provided, however, if such options would otherwise be canceled in accordance with the foregoing, the optionee shall have the right, exercisable during a ten-day period immediately prior to such liquidation, merger, or consolidation, to exercise the option, in whole or in part. The granting of an option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reorganizations, reclassifications, or changes of its employeescapital or business structure or to merge, directorsconsolidate, consultants dissolve, liquidate, or in sell or transfer all or any transaction. No fractional Shares shall be issued on account part of any such adjustment its business or arrangementassets.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which (a) If the outstanding shares of the Company Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the Corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustmentsAwards. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the Options consideration payable with respect to Awards granted prior to any such change and to the price, if any, paid in connection with Restricted Stock Awards or Performance Share Awards shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the Options, Award not exercised but with an a corresponding adjustment in the price for each share. Corresponding adjustments shall be made with respect to Stock Appreciation Rights based upon the adjustments made to the Options to which they are related or, in the case of Stock Appreciation Rights granted independently of any Option, based upon the adjustments made to Common Stock. Corresponding adjustments may also be made in particular stock grants with respect to extraordinary cash dividends. (b) Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, the Plan shall terminate, and any outstanding Awards shall terminate and be forfeited. Notwithstanding the foregoing, the Committee may provide in writing in connection with, or in contemplation of, any such transaction for any or all of the following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Awards theretofore granted or the substitution by such corporation for such Awards of awards covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustment adjustments as to the number of shares, and kind of shares and exercise price prices; (ii) for each share subject the continuance of the Plan by such successor corporation in which event the Plan and the Awards shall continue in the manner and under the terms so provided; or (iii) for the payment in cash or shares of Common Stock in lieu of and in complete satisfaction of such Awards. (c) In adjusting Awards to reflect the Options. The good faith determination by changes described in this Section 7.2, or in determining that no such adjustment is necessary, the Board Committee may rely upon the advice of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Sectionindependent counsel and accountants of the Corporation, and the extent thereof, determination of the Committee shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsStock Option, and (ii) appropriate amendments to this Agreement Stock Option Certificate shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsStock Option. Notwithstanding the foregoing, any such adjustment to the Options Stock Option shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsStock Option, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsStock Option. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Stock Option herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options Stock Option issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the OptionsWarrants, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsWarrants, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsWarrants. Notwithstanding the foregoing, any such adjustment to the Options Warrants shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsWarrants, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsWarrants. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Warrants herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options warrants issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsWarrants, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Holder if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsWarrants. Notwithstanding the foregoing, any such adjustment to the Options Warrants shall be made without change in the total exercise price applicable to the unexercised portion of the OptionsWarrants, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsWarrants. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options Warrants herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options warrants issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which (a) If the outstanding shares of the Company Class B Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the Corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the consideration payable with respect to Options granted prior to any such change shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the Options, Option not exercised but with an a corresponding adjustment in the price for each share. (b) Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, the Plan shall terminate, and any outstanding Options shall, subject to the provisions of Section 4.4, terminate and be forfeited. Notwithstanding the foregoing, the Committee may provide in writing in connection with, or in contemplation of, any such transaction for any or all of the following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Options theretofore granted or the substitution by such corporation for such Options of Options covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustment adjustments as to the number of shares, and kind of shares and exercise price prices; (ii) for each share subject to the Options. The good faith determination continuance of the Plan by such successor corporation in which event the Board Plan and the Options shall continue in the manner and under the terms so provided; or (iii) for the payment in cash or shares of Directors as to what adjustments, amendments or arrangements Class B Common Stock in lieu of and in complete satisfaction of such Awards. (c) All determinations under this Section 4.2 shall be made pursuant by the Committee with the purpose of neither enlarging nor diminishing the rights or obligations hereunder or under any then outstanding Option. In adjusting Options to reflect the changes described in this SectionSection 4.2, or in determining that no such adjustment is necessary, the Committee may rely upon the advice of counsel and accountants of the Corporation, and the extent thereof, determination of the Committee shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which (a) If the outstanding shares of the Company Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the Corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustmentsAwards. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the Options consideration payable with respect to Awards granted prior to any such change and to the price, if any, paid in connection with Restricted Stock Awards or Performance Share Awards shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the Options, Award not exercised but with an appropriate a corresponding adjustment to in the number of shares, kind of shares and exercise price for each share subject to the Optionsshare. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements Corresponding adjustments shall be made pursuant with respect to Stock Appreciation Rights based upon the adjustments made to the Options to which they are related or, in the case of Stock Appreciation Rights granted independently of any Option, based upon the adjustments made to Common Stock. (b) Upon the dissolution or liquidation of the Corporation, the Plan shall terminate, and any outstanding Awards shall terminate and be forfeited. (c) In the event of a (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii) a reverse merger in which the 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 form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume any Awards outstanding under the Plan or shall substitute similar awards (including an award to acquire the same consideration paid to the shareholders in the transaction described in this Sectionsubsection 7.2(d) for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding under the Plan, then with respect to Awards held by Participants whose employment by the Company has not terminated, the vesting of such Awards (and, if applicable, the time during which such Awards may be exercised) shall be accelerated in full, and the extent thereof, Awards shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as terminate if not exercised (if applicable) at or prior to such event. With respect to any other options issued by Awards outstanding under the Company Plan, such Awards shall terminate if not exercised (if applicable) prior to its employeessuch event. (d) In adjusting Awards to reflect the changes described in this Section 7.2, directors, consultants or in any transactiondetermining that no such adjustment is necessary, the Board may rely upon the advice of independent counsel and accountants of the Corporation, and the determination of the Board shall be conclusive. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, the term "“Adjustment Event" ” means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, business combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding The number of shares of stock and the Company are increasedprice to be paid therefor shall be subject to adjustment as follows: (i) In the event that the shares of Common Stock, decreased or as presently constituted, shall be changed into, into or exchanged for a different number or kind of shares of stock or securitiesother securities of the Company or of another corporation (whether by reason or merger, without receipt of consideration by the Company, through reorganization, mergerconsolidation, recapitalization, reclassification, stock split-up, reverse stock split, combination or shares or otherwise) or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued then, subject to the Company's employeesprovisions of Subparagraph (c) below, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments there shall be made substituted for or added to each share of Common Stock subject to this Option the number and kind of shares of the Common Stock of the Company shall be so changed or for which each such share shall be entitled, as the case may be. This Option shall also be appropriately amended as to price and exercise price for other terms, as may be necessary to reflect the shares subject to the Options, and foregoing events. (ii) appropriate amendments to this Agreement If there shall be executed by any other change in the Company number or kind of the outstanding shares of the Common Stock of the Company, or of any stock or other securities into which such stock shall have been changed, or for which it shall have been exchanged, and the Optionee if the Board of Directors shall, in good faith determines its sole discretion, determine that such change equitably requires an amendment is necessary adjustment in this Option, then such adjustment shall be made in accordance with such determination. (iii) A dissolution or desirable liquidation of the Company shall cause this Option to reflect terminate on the date of such adjustments. If determined dissolution or liquidation of the Company. (iv) Fractional shares resulting from any adjustment in this Option pursuant to this Paragraph 7 shall not be issued upon exercise of this Option, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. (v) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors to be appropriateDirectors, whose determination in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options that respect shall be made without change in the total exercise price applicable to the unexercised portion final, binding and conclusive. Notice of the Options, but with an appropriate any adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued given by the Company to its employees, directors, consultants or the Optionee. (vi) The grant of this Option shall not affect in any transaction. No fractional Shares shall be issued on account way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, to consolidate, to dissolve, to liquidate or to sell or transfer all or any such adjustment part of its business or arrangementassets.

Adjustments Upon Changes in Capitalization. As used hereinSubject to any required shareholder action, the term "Adjustment Event" means an event pursuant to which the outstanding number of shares of stock covered by each outstanding option and the Company are increased, decreased price per share in each such option shall be proportionately adjusted for any increase or changed into, decrease in the number of issued shares of Stock of the Corporation resulting from: (i) a subdivision or exchanged for consolidation of shares; (ii) the payment of a different stock dividend (but only on the Stock); (iii) any other increase or decrease in the number or kind of such shares or securities, effected without receipt of consideration by the CompanyCorporation; (iv) or, through reorganizationas to Stock issued other than pursuant to a stock option granted to a director, mergerofficer, recapitalizationemployee of a person rendering services as an independent contractor to the Corporation or any Parent or Subsidiary, reclassification, stock split, reverse stock split, stock dividend, stock consolidation any increase or otherwisedecrease in the number of shares made for per share consideration less than the option price of such option. The term "Adjustment Event" Any fraction of a share subject to option that would otherwise result from an adjustment pursuant to this subparagraph shall also mean be rounded downward to include: (i) any issuance by the Company next full number of shares without other compensation or consideration to the holder of the Company's securities (excluding securities issued option. Subject to any required shareholder action, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain and apply to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time to which a holder of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the of shares of Stock subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the option would have been entitled. The Corporation's Board of Directors may grant each optionee the right to exercise his or her option in good faith determines that such an amendment whole or in part immediately prior to the Corporation's dissolution or liquidation, or merger or consolidation in which the corporation is necessary or desirable to reflect such adjustmentsnot the surviving corporation. If determined the Corporation is consolidated with or merged into any other corporation, or if the Corporation sells or transfers all or substantially all of its assets, or if any other similar event affecting shares of Stock of the Corporation should occur, and if the exercisability of the options is not accelerated by the Board of Directors and the acquiring Corporation assumes the Corporation's obligations under the options granted under this Plan, then each optionee shall be entitled thereafter to be appropriate, purchase shares of stock and other securities and property in the event kind and amount, and at the price, which the optionee would have been entitled had his or her option been exercised prior to such event. The Corporation shall make lawful provision therefore as part of an Adjustment Event which involves any such transaction. To the substitution of extent that the foregoing adjustments relate to stock or securities of a corporation other than the CompanyCorporation, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options they shall be made without change in by the total exercise price applicable Committee, whose determinations shall be final, binding and conclusive. The grant of an option pursuant to the unexercised portion Plan shall not affect in any way the Corporation's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. Whenever the Corporation takes any action resulting in any adjustment provided for in this Section 5.6, the Corporation shall forthwith deliver notice of the Options, but with an appropriate adjustment action to optionee. The notice shall set forth the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, Option and the extent thereof, shall be final and conclusive, provided that purchase price thereof resulting from the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which If the outstanding shares of the Company Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustmentsAwards. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the Options consideration payable with respect to Awards granted prior to any such change and to the price, if any, paid in connection with Restricted Stock Awards shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the OptionsAward not exercised, but vested or issued with an appropriate a corresponding adjustment in the price for each share. Corresponding adjustments shall be made with respect to Stock Appreciation Rights based upon the adjustments made to the Options to which they are related. Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger, or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving Corporation, this Plan shall terminate, and any outstanding options, Stock Appreciation Rights and Performance Share Awards shall terminate and any Restricted Stock shall be forfeited, unless provision be made in connection with such transaction for the assumption of Awards theretofore granted, or the substitution for such Awards of new incentive awards covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number of shares, and kind of shares and exercise price for each share subject prices. In so adjusting Common Stock to the Options. The good faith determination by reflect such changes, or in determining that no such adjustment is necessary, the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Sectionmay rely upon the advice of independent counsel and accountants of the Corporation, and the extent thereof, determination of the Board of Directors shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares Shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the OptionsPurchase Rights, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee Purchaser if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation company other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the OptionsPurchase Rights. Notwithstanding the foregoing, any such adjustment to the Options Purchase Rights shall be made without change in the total exercise price applicable to the unexercised unvested portion of the OptionsPurchase Rights, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the OptionsPurchase Rights. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this SectionSection 9, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used The number of Shares covered by this Option, and the per share exercise price of this Option, shall be proportionately adjusted for certain corporate actions in accordance with and pursuant to Section 8.1 of the Plan. Such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance no issue by the Company of the Company's shares of stock of any class, or securities (excluding securities issued to the Company's employeesconvertible into shares of stock of any class, directorsshall affect, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments no adjustment by reason thereof shall be made to with respect to, the number or Option Price of Shares of Common Stock subject to this Option. THIS OPTION AGREEMENT is binding upon the parties and kind and exercise price for entered into effective as of the Grant Date set forth below. By: Name: Title: Grant Date: , 20 I, , spouse of the Optionee who executed the foregoing Option Agreement, hereby agree that my spouse’s interest in the shares of Common Stock subject to the Options, and (ii) appropriate amendments to this said Option Agreement shall be executed irrevocably bound by the Company Option Agreement’s terms. I further agree that my community property interest in such shares, if any, shall similarly be bound by said Option Agreement and the Optionee if the Board of Directors in good faith determines that such an amendment consent is binding upon my executors, administrators, heirs and assigns. I agree to execute and deliver such documents as may be necessary or desirable to reflect such adjustmentscarry out the intent of said Option Agreement and this consent. Dated: , 20 I (print legibly) hereby elect to exercise the following stock options(s) granted to me by NETLOGIC MICROSYSTEMS, INC. (the “Company”) under its 2004 Equity Incentive Plan (the “Plan”). All shares being purchased are fully vested and exercisable pursuant to Section 3 of the listed Option Agreement. 1. Shares at $ per share (Grant date): ) 2. Shares at $ per share (Grant date): ) 3. Shares at $ per share (Grant date): ) 4. Shares at $ per share (Grant date): ) Cash exercise in the amount of $ Shares purchased under the Plan should be issued to me as follows: If you choose to include your spouse, you must designate below how you wish your shares to be registered by checking the appropriate box. If determined we receive no designation, the shares will be designated as Joint Tenants. Joint Tenants Community Property Tenants in Common Tenancy by the Board of Directors Entirety Verification by Stock Administration Certificate to be appropriate, in the event delivered to (complete item 1 or 2 below) 1. Employee Home Address: ________________________ 2. (Insert Name of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangement.Second Broker)

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which (a) If the outstanding shares of the Company Common Stock are increased, decreased or changed into, or exchanged for for, a different number or kind of shares or securitiessecurities of the Corporation through a reorganization or merger in which the Corporation is the surviving entity, without receipt of consideration by the Company, or through reorganization, mergera combination, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments adjustment shall be made to in the number and kind and exercise price for the of shares subject that may be issued pursuant to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such A corresponding adjustment to the consideration payable with respect to Options granted prior to any such change shall also be made. Any such adjustment, however, shall be made without change in the total exercise price payment, if any, applicable to the unexercised portion of the Options, Option not exercised but with an a corresponding adjustment in the price for each share. (b) Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, the Plan shall terminate, and any outstanding Options shall, subject to the provisions of Section 4.4, terminate and be forfeited. Notwithstanding the foregoing, the Committee may provide in writing in connection with, or in contemplation of, any such transaction for any or all of the following alternatives (separately or in combinations): (i) for the assumption by the successor corporation of the Options theretofore granted or the substitution by such corporation for such Options of Options covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustment adjustments as to the number of shares, and kind of shares and exercise price prices; (ii) for each share subject to the Options. The good faith determination continuance of the Plan by such successor corporation in which event the Board Plan and the Options shall continue in the manner and under the terms so provided; or (iii) for the payment in cash or shares of Directors as to what adjustments, amendments or arrangements Common Stock in lieu of and in complete satisfaction of such Awards. (c) All determinations under this Section 4.2 shall be made pursuant by the Committee with the purpose of neither enlarging nor diminishing the rights or obligations hereunder or under any then outstanding Option. In adjusting Options to reflect the changes described in this SectionSection 4.2, or in determining that no such adjustment is necessary, the Committee may rely upon the advice of counsel and accountants of the Corporation, and the extent thereof, determination of the Committee shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shares of stock shall be issued under this Plan on account of any such adjustment or arrangementadjustment.

Adjustments Upon Changes in Capitalization. As used hereinSubject to any required action by the shareholders of the Company, the term "Adjustment Event" means an event pursuant number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding shares Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any Fiscal Year, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Company are increased, decreased or changed intoShares, or exchanged for a different similar transaction affecting the Shares, (ii) any other increase or decrease in the number or kind of shares or securities, issued Shares effected without receipt of consideration by the Company, through or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, mergerliquidation (whether partial or complete) or any similar transaction; provided, recapitalizationhowever that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, reclassificationbinding and conclusive. Except as the Administrator determines, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Company's securities (excluding securities issued number or price of Shares subject to an Award. In the Company's employeesevent of a Spin-off Transaction, directorsthe Administrator may in its discretion make such adjustments and take such other action as it deems appropriate with respect to outstanding Awards under the Plan, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, including but not limited to: (i) appropriate and proportionate adjustments shall be made to the number and kind of Shares, the exercise or purchase price per Share and exercise price for the shares subject to the Optionsvesting periods of outstanding Awards, and (ii) appropriate amendments prohibit the exercise of Awards during certain periods of time prior to this Agreement shall be executed by the Company and consummation of a Spin-off Transaction, or (iii) the Optionee if the Board substitution, exchange or grant of Directors in good faith determines that such an amendment is necessary or desirable Awards to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of purchase securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, Subsidiary; provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as Administrator shall not be obligated to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of make any such adjustment adjustments or arrangementtake any such action hereunder.

Adjustments Upon Changes in Capitalization. As used herein, the term "Adjustment Event" means an event pursuant to which the outstanding shares of Common Stock of the Company are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation or otherwise. The term "Adjustment Event" shall also mean to include: (i) any issuance by the Company of the Company's securities Common Stock (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance of the Company's Common Stock (excluding securities issued to the Company's employees, directors, consultants and others similarly situtated) at a price below the purchase price per Share share for the common stock Common Stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments shall be made to the number and kind and exercise price for the shares subject to the Options, and (ii) appropriate amendments to this Option Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other similar options issued by the Company to its employees, directors, consultants or in any similar transaction. No fractional Shares shares shall be issued on account of any such adjustment or arrangement.

Adjustments Upon Changes in Capitalization. As used herein, Subject to any required action by the term "Adjustment Event" means an event pursuant to which the outstanding shares Shareholders of the Company are increasedand Section 11 hereof, decreased the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or changed intowhich have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or exchanged for a different similar transaction affecting the Shares, (ii) any other increase or decrease in the number or kind of shares or securities, issued Shares effected without receipt of consideration by the Company, through or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition of property or shares, separation (including a spin-off or other distribution of shares or property), reorganization, mergerliquidation (whether partial or complete) or any similar transaction; provided, recapitalization, reclassification, stock split, reverse stock split, stock however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to shareholders other than a normal cash dividend, stock consolidation or otherwise. The term "Adjustment Event" the Administrator shall also mean make such adjustments as provided in this Section 10 or substitute, exchange or grant Awards to include: effect such adjustments (i) any collectively “adjustments”). Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of the Company's shares of any class, or securities (excluding securities issued to the Company's employeesconvertible into shares of any class, directorsshall affect, consultants and others similarly situtated) below fair market value for such securities as determined at the time of issuance; and (ii) any issuance at a price below the purchase price per Share for the common stock underlying the Options, as adjusted. Upon the occurrence of an Adjustment Event, (i) appropriate and proportionate adjustments no adjustment by reason hereof shall be made to with respect to, the number and kind and exercise or price for the shares of Shares subject to the Options, and (ii) appropriate amendments to this Agreement shall be executed by the Company and the Optionee if the Board of Directors in good faith determines that such an amendment is necessary or desirable to reflect such adjustments. If determined by the Board of Directors to be appropriate, in the event of an Adjustment Event which involves the substitution of securities of a corporation other than the Company, the Board of Directors shall make arrangements for the assumptions by such other corporation of the Options. Notwithstanding the foregoing, any such adjustment to the Options shall be made without change in the total exercise price applicable to the unexercised portion of the Options, but with an appropriate adjustment to the number of shares, kind of shares and exercise price for each share subject to the Options. The good faith determination by the Board of Directors as to what adjustments, amendments or arrangements shall be made pursuant to this Section, and the extent thereof, shall be final and conclusive, provided that the Options herein are adjusted in a manner that is no less favorable than the manner of adjustment used as to any other options issued by the Company to its employees, directors, consultants or in any transaction. No fractional Shares shall be issued on account of any such adjustment or arrangementAward.