Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Awardthe Option, and the number exercise price of shares of Common Stock 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 upon cancellation or expiration of an AwardOption, as well as any other terms that the price per share of Common Stock covered by each such outstanding Award, Committee determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or similar transaction affecting the Common Stock, (ii) any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, or (iii) any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, however that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;.” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary any distribution of cash or other assets to stockholders other than a normal cash dividend, the Committee shall also make such adjustments as provided in this Section 4.10 or substitute, exchange or grant an award to effect such adjustments (collectively “Adjustments”). Any such Adjustments to the Option will be effected in a manner that precludes the enlargement of rights and benefits under the Option. In connection with the foregoing adjustments, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as prohibit the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the PlanOption or other issuance of Common Stock, cash or other consideration pursuant to the Option during certain periods of time. Except as expressly provided hereinthe Committee determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof hereof shall be made with respect to, the number or price of shares of Common Stock subject to an Awardthe Option.

Adjustments Upon Changes in Capitalization. Subject to any required action (a) In the event of changes in the outstanding Common Stock of Grantor by the stockholders reason of the Companystock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock covered as to which the Option may be exercised shall be correspondingly adjusted by each outstanding AwardGrantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number 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 of Common Stock which have been authorized for issuance under the Plan but as subject to which no Awards have yet been granted or which have been returned this Agreement immediately prior to the Plan upon cancellation occurrence of such event. No adjustment shall be made with respect to stock dividends or expiration splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of an Award, as well as the price per share Grantor of rights to subscribe for additional shares of Common Stock covered by each such outstanding Awardor oher securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall be proportionately adjusted for have the discretionary authority to take any increase action necessary or decrease appropriate to prevent this Option from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issuedapply proportionately to only the unexercised portion of the Option granted hereunder. Such If fractions of a share would result from any such adjustment, the adjustment shall be made by revised to the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate next higher whole number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an AwardStock.

Adjustments Upon Changes in Capitalization. Subject Upon any increase, reduction, or change or exchange of the Common Stock for a different number or kind of shares or other securities, cash or property by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise, or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company (a “Change in Capitalization”), an equitable substitution or adjustment may be made in the kind, number and/or exercise price of shares or other property subject to any required action this Option, as may be determined by the stockholders Committee, in its sole discretion. Such other equitable substitutions or adjustments shall be made as may be determined by the Committee, in its sole discretion. Without limiting the generality of the Companyforegoing, in connection with a Change in Capitalization, the number Committee may provide, in its sole discretion, for the cancellation of this Option (i) in exchange for payment in cash or other property equal to the Fair Market Value of the shares of Common Stock covered by each outstanding Awardthis Option (whether or not otherwise vested or exercisable), reduced by the aggregate exercise price of this Option, or (ii) for no consideration, in the case (and to the extent) this Option is not otherwise then vested or exercisable. In the event of any adjustment in the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned covered by this Option pursuant to the Plan upon cancellation or expiration of an Awardprovisions hereof, as well as the price per share of Common Stock covered by each any fractional shares resulting from such outstanding Award, adjustment shall be proportionately adjusted for any increase or decrease in disregarded, and this Option shall cover only the number of issued full shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issuedadjustment. Such adjustment All adjustments under this Section 8 shall be made by the Board in Committee, and its sole discretiondetermination as to what adjustments shall be made, whose determination in that respect and the extent thereof, shall be final, binding and conclusive. In For purposes hereof, “Fair Market Value” on any date shall be equal to the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, closing sale price per share as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits published by a national securities exchange on which shares of the Plan. Except as expressly provided hereinCommon Stock are traded on such date or, if there is no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares sale of Common Stock subject to an Awardon such date, the average of the bid and asked prices on such exchange at the closing of trading on such date or, if shares of the Common Stock are not listed on a national securities exchange on such date, the closing price or, if none, the average of the bid and asked prices in the over the counter market at the close of trading on such date, or if the Common Stock is not traded on a national securities exchange or the over the counter market, the fair market value of a share of the Common Stock on such date as determined in good faith by the Committee.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the CompanyCompany and Section 17 hereof, the number of shares of Common Stock Shares covered by each outstanding Awardthe Option, and the number exercise price of shares of Common Stock 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 upon cancellation or expiration of an AwardOption, as well as any other terms that the price per share of Common Stock covered by each such outstanding Award, Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common StockShares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, however that (a) 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 stockholders other than a normal cash dividend, the Board shall also make such adjustments as provided in this Section 17 or substitute, exchange or grant an award to effect such adjustments (collectively “adjustments”). Any such adjustments to the Option will be effected in a manner that precludes the enlargement of rights and (b) no adjustment shall be made below par value and no fractional shares benefits under the Option. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Common Stock shall be issuedthe Option or other issuance of Shares, cash or other consideration pursuant to the Option during certain periods of time. Such adjustment shall be made by the Board in Administrator and its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well Except as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided hereinAdministrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof hereof shall be made with respect to, the number or price of shares of Common Stock Shares subject to an Awardthe Option.

Adjustments Upon Changes in Capitalization. Subject to any required action by In the stockholders event that a dividend payable in Shares of the Company or a share split shall be hereinafter declared upon the Shares of the Company, the number of shares of Common Stock covered by each outstanding Award, Shares then subject to any Award hereunder and the number of shares of Common Stock which have been authorized Shares reserved for issuance under pursuant to the Plan but as to which no Awards have not yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by an Award shall be adjusted by adding to each such outstanding Award, shall be proportionately adjusted for any increase or decrease in Share the number of issued shares which would be distributable thereon if such Share had been outstanding on the date fixed for determining the shareholders entitled to receive such share dividend or share split. In the event that the outstanding Shares of the Company shall be changed into or exchanged for a different number or kind of shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination beneficial interest or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company or of another corporation, whether through reorganization, recapitalization, share split, combination of shares, merger, consolidation, combination, spin-off, repurchase or exchange of Shares then there shall be substituted for each Share subject to any such Award and for each Share reserved for issuance pursuant to the Plan but not yet covered by an Award, the number and kind of shares of beneficial interest or other securities into which each outstanding Common Share shall be deemed to so changed or for which each such Share shall be exchanged. In the event there shall be any change, other than as specified above in this SECTION 6.9, in the number or kind of outstanding Shares of the Company or of any shares of beneficial interest or other securities into which Shares shall have been “effected without receipt changed or for which they shall have been exchanged, then if the Board or the Committee shall in its sole discretion determine that such change equitably requires an adjustment in the number or kind of consideration;” Shares theretofore reserved for issuance pursuant to the Plan but not yet covered by an Award and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such the Shares then subject to an Award or Awards, such adjustment shall be made by the Board in its sole discretion, whose determination in that respect Committee and shall be final, effective and binding for all purposes of the Plan and conclusiveof each Award Agreement. In the event case of an extraordinary cash dividendany such substitution or adjustment as provided for in this Section, the Committee mayoption or purchase price in each Award Agreement for each Share covered thereby prior to such substitution or adjustment will be the option or purchase price for all shares of beneficial interest or other securities which shall have been substituted for such Share or to which such adjustment provided for in this SECTION 6.9 shall be made, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits accordance with Section 424(a) of the PlanCode. Except as expressly No adjustment or substitution provided herein, no issuance by for in this SECTION 6.9 shall require the Company of shares of stock of pursuant to any class, or securities convertible into shares of stock of any class, shall affectAward Agreement to sell a fractional Share, and no the total substitution or adjustment by reason thereof with respect to each Award Agreement shall be made with respect to, the number or price of shares of Common Stock subject to an Awardlimited accordingly.

Adjustments Upon Changes in Capitalization. Subject In the event that at any time prior to any required action the expiration of this option each of the outstanding shares of common stock of the Company (except shares held by dissenting stockholders) shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the stockholders Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then for all purposes of this option there shall be substituted for each share of common stock purchasable under this option the number and kind of shares of stock or other securities into which each such share of common stock of the Company shall be so changed, or for which each such share shall be so exchanged, and the shares or securities so substituted for each such share of common stock shall be subject to purchase at an appropriately adjusted option exercise price and subject to the terms and conditions of this Agreement. In the event that the Company shall issue a stock dividend in common stock with respect to the common stock of the Company, the number of shares of Common Stock covered then purchasable under this option shall be adjusted by adding to each outstanding Award, and such share the number of shares of Common Stock which that would have been authorized for issuance under the Plan but distributed as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, dividend on such share had such share been outstanding on the record date for payment of the stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued and each such share together with said additional shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value purchasable at the option exercise price as above provided and no fractional shares of Common Stock shall as may be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusiveappropriately adjusted. In the event that there shall be any other change in the number or kind of outstanding shares of common stock or other securities of the Company, or of any shares of stock or other securities into which such shares of common stock shall have been changed or for which they shall have been exchanged, or the Company shall make an extraordinary cash dividendExtraordinary Distribution (as defined in the Plan) or a Pro Rata Repurchase (as defined in the Plan), then the Compensation Committee mayshall make such adjustment in the number or kind of shares of stock or other securities covered by this option and in the number or kind of shares of stock or other securities subject to purchase at the option exercise price as above provided and with any such adjustment in the option exercise price to reflect the effect of such Extraordinary Distribution or Pro Rata Repurchase as the Compensation Committee, in its sole discretion, may determine is equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance required by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affectsuch change, and no such adjustment by reason thereof so made shall be made with respect toeffective and binding for all purposes of this option. Notwithstanding anything to the contrary contained in this Agreement, the number or price Participant shall not be entitled to purchase a fraction of shares of Common Stock subject to an Awarda share under this option.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the The number of shares Shares of Common Stock covered by each outstanding Awardthe Option, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each thereof in such outstanding AwardOption, shall be proportionately adjusted for any increase or decrease in the number of issued shares Shares of Common Stock of the Company resulting from a subdivision or consolidation of Shares or the payment of a stock split, reverse stock split, stock dividend, combination or reclassification of dividend (but only on the Common Stock, ) or any other increase or decrease in the number of issued shares of Common Stock such Shares effected without receipt of consideration by the Company. In the event the Company shall be the surviving corporation in any merger or consolidation, the Option shall pertain to and apply to the securities to which a holder of the number of Shares of Common Stock subject to the Option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, shall cause the Option to terminate as of a date to be fixed by the Committee (which date shall be as of or prior to the effective date of any such dissolution or liquidation or merger or consolidation); provided, howeverthat not less than thirty (30) days written notice of the date so fixed as such termination date shall be given to the Participant, and the Participant shall, in such event, have the right, during the said period of thirty (30) days preceding such termination date, to exercise the Option in whole or in part in the manner set forth in the Plan and above. To the extent that (a) conversion of any convertible the foregoing adjustments relate to stock or securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment Company, such adjustments, if any, shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be appropriately made by the Board Committee, as provided in its sole discretionthe Plan, whose determination in that respect shall be final, binding and conclusive. In The Company shall give timely notice of any adjustments made to the event of an extraordinary cash dividendParticipant. Except as hereinabove expressly provided in this Section 17, the Committee may, Participant shall have no rights by reason of any subdivision or consolidation of Shares of stock of any class or the payment of any stock dividend or any other increase or decrease in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms stock of any outstanding Award in order to preserve the intended benefits class or by reason of the Plan. Except as expressly provided hereinany dissolution, no issuance liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Company of shares Shares of stock of any class, or securities convertible into shares Shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares Shares of Common Stock subject to an Awardthe Option. Without limiting the generality of the foregoing, no adjustment shall be made with respect to the number or price of Shares subject to the Option upon the occurrence of any of the following events: (a) The grant or exercise of any other Options which may be granted or exercised under any qualified or nonqualified stock option plan or under any other Participant benefit plan of the Company, whether or not such Options were outstanding on the Grant Date of the Option or thereafter granted; (b) The sale of any Shares of Common Stock by the Company in any public offering, including, without limitation, Shares sold upon the exercise of any overallotment Option granted to the underwriter in connection with such offering; (c) The issuance, sale or exercise of any warrants to purchase Shares of Common Stock, whether or not such warrants were outstanding on the Date of Grant of the Option or thereafter issued; (d) The issuance or sale of rights, promissory notes or other securities convertible into Shares of Common Stock in accordance with the terms of such securities ("Convertible Securities"), whether or not such Convertible Securities were outstanding on the Date of Grant of the Option or were thereafter issued or sold; (e) The issuance or sale of Common Stock upon conversion or exchange of any Convertible Securities, whether or not any adjustment in the purchase price was made or required to be made upon the issuance or sale of such Convertible Securities and whether or not such Convertible Securities were outstanding on the Date of Grant of the Option or were thereafter issued or sold; or (f) Upon any amendment to or change in the terms of any rights or warrants to subscribe for or purchase, or Options for the purchase of, Common Stock or Convertible Securities or in the terms of any Convertible Securities, including, but not limited to, any extension of any expiration date of any such right, warrant or Option, any change in any exercise or purchase price provided for in any such right, warrant or Option, any extension of any date through which any Convertible Securities are convertible into or exchangeable for Common Stock or any change in the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock.

Adjustments Upon Changes in Capitalization. Subject to In the event of any required action change in the number of issued and outstanding shares of STB Common Stock by reason of any stock dividend, stock split, recapitalization, merger, rights offering, share exchange or other change in the stockholders corporate or capital structure of STB, 3Dfx shall receive, upon exercise of the CompanyOption, the stock or other securities, cash or property to which 3Dfx would have been entitled if 3Dfx had exercised the Option and had been a holder of record of shares of STB Common Stock on the record date fixed for determination of holders of shares of STB Common Stock entitled to receive such stock or other securities, cash or property at the same aggregate price as the aggregate Option Price of the Option Shares. In the event that any additional shares of Common Stock are issued after December 11, 1998 (other than pursuant to an event described in the preceding sentence of this Option Agreement), the number of shares of Common Stock covered by each outstanding Awardsubject to the Option shall be adjusted so that, and after such issuance, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned subject to the Plan upon cancellation or expiration Option (ignoring any exercise of an Award, as well as the price per share this Option) equals at least fifteen percent (15%) of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of STB Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any then issued and outstanding (other increase or decrease in the number of issued than shares of STB Common Stock effected without receipt of consideration by issued pursuant to the CompanyOption); provided, however, that (a) conversion of any convertible securities of the Company nothing contained in this Section 10 shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional authorize STB to issue any shares of STB Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits violation of the Plan. Except as expressly provided herein, no issuance by provisions of the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an AwardReorganization Agreement.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividendchanges in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, reverse stock splits, re-capitalizations, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidation's or any similar events or events having similar consequences, the Committee may, in its sole discretion, equitably adjust number and class of Shares as to which the option may be exercised shall be correspondingly adjusted so that for the same aggregate exercise price the Optionee shall be entitled to acquire the securities and other property Optionee would have held if Optionee had exercised the option granted hereunder for the number of Shares available under consideration prior to the Plan, as well as the exercise price, number first of such events to occur and continued to hold such Shares and all other appropriate terms of any outstanding Award securities and other property issued with respect thereto in order to preserve the intended benefits of the Planconnection with such events. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no No adjustment by reason thereof shall be made with respect toto cash dividends or non-liquidating dividends payable in property other than cash, so long as Grantor provides Optionee with written notice of any such proposed dividend at least fifteen (15) days prior to the record date for such dividend. Grantor shall also give Optionee prompt written notice of any event resulting in an adjustment under this Paragraph 7 (a), including a detailed computation of such adjustment. (b) Any adjustment in the number and kind of Shares and other securities shall apply proportionately to only the unexercised portion of the option granted hereunder at the time of the event given rise to the adjustment. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or price value of shares all classes of Common Stock subject stock of the Grantor or its subsidiaries, in which case the adjustment shall be revised to an Awardthe next lower whole number of Shares.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the CompanyCompany and Section 17 hereof, the number of shares of Common Stock Shares covered by each outstanding Awardthe Option, and the number exercise price of shares of Common Stock 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 upon cancellation or expiration of an AwardOption, as well as any other terms that the price per share of Common Stock covered by each such outstanding Award, Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Common StockShares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, however that (a) 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 stockholders other than a normal cash dividend, the Board shall also make such adjustments as provided in this Section 14 or substitute, exchange or grant an award to effect such adjustments (collectively “adjustments”). Any such adjustments to the Option will be effected in a manner that precludes the enlargement of rights and (b) no adjustment shall be made below par value and no fractional shares benefits under the Option. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Common Stock shall be issuedthe Option or other issuance of Shares, cash or other consideration pursuant to the Option during certain periods of time. Such adjustment shall be made by the Board in Administrator and its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well Except as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided hereinAdministrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof hereof shall be made with respect to, the number or price of shares of Common Stock Shares subject to an Awardthe Option.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” ”; (b) the dilution effect of the Shares authorized, plus the shares reserved for issuance pursuant to all other stock-related plans of the Company, shall not exceed 10%; and (bc) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividendchanges in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company class of shares of stock of any class, or securities convertible into shares of stock of any class, as to which the options may be exercised shall affect, and no be correspondingly adjusted by Grantor. No adjustment by reason thereof shall be made with respect toto stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the number or price issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock subject or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an Awardoption granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of Grantor or its subsidiaries. (c) Notwithstanding anything contained herein to the contrary, a merger or consolidation in which Grantor is not the surviving corporation, or a sale of substantially all of Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividendchanges in the outstanding Shares of the Grantor by reason of stock dividends, stock splits, reorganizations or liquidations, the Committee maynumber and class of Shares as to which the option may be exercised shall be correspondingly increased to reflect an increase in the outstanding Common Shares or decreased to reflect a decrease in the outstanding Common Shares, in its sole discretion, equitably adjust and the exercise price shall be inversely adjusted by the Grantor so that the aggregate number of option price for all Shares available under covered after the Plan, as well change in outstanding Common Shares shall be the same as the exercise price, number of aggregate option price for the Common Shares and other appropriate terms of any remaining subject to such option immediately prior to the change in the outstanding Award in order to preserve the intended benefits of the PlanCommon Shares. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no No adjustment by reason thereof shall be made with respect toto 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 Common Shares or other securities. Notwithstanding the foregoing, there shall be no adjustment in the number and class of Shares as to which the option may be exercised or the exercise price in the event the Grantor issues new or treasury shares in consideration of (i) the settlement of any absolute or contingent liability of the Grantor, (ii) new investment capital contributed to the Grantor, or (iii) any compensatory stock, options or warrants issued by Grantor. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of the option granted hereunder. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next lower whole number or price of shares of Common Stock subject to an AwardShares.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by each outstanding Awardthe Option, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each thereof in such outstanding AwardOption, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or consolidation of shares or the payment of a stock split, reverse stock split, stock dividend, combination or reclassification of dividend (but only on the Common Stock, ) or any other increase or decrease in the number of issued such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of . In the event the Company shall not be deemed the surviving corporation in any merger or consolidation, the Option shall pertain to have been “effected without receipt and apply to the securities to which a holder of consideration;” and (b) no adjustment shall be made below par value and no fractional the number of shares of Common Stock subject to the Option would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, shall cause the Option to terminate as of a date to be fixed by the Committee (which date shall be issued. Such adjustment as of or prior to the effective date of any such dissolution or liquidation or merger or consolidation); provided, that not less than thirty (30) days written To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments, if any, shall be appropriately made by the Compensation Committee appointed and designated by the Board in its sole discretionof Directors of the Company, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms The Company shall give timely notice of any outstanding Award in order adjustments made to preserve the intended benefits of the PlanOptionee. Except as hereinabove expressly provided hereinin this Section 15, the Optionee shall have no issuance rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock 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 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 price of shares of Common Stock subject to an Awardthe Option. Without limiting the generality of the foregoing, no adjustment shall be made with respect to the number or price of shares subject to the Option upon the occurrence of any of the following events: (a) The grant or exercise of any other options which may be granted or exercised under any qualified or non-qualified stock option plan or under any other employee benefit plan of the Company whether or not such options were outstanding on the Date of Grant of the Option or thereafter granted; (b) The sale of any shares of Common Stock in the Company's initial or any subsequent public offering, including, without limitation, shares sold upon the exercise of any overallotment option granted to the underwriter in connection with such offering; (c) The issuance, sale or exercise of any warrants to purchase shares of Common Stock whether or not such warrants were outstanding on the Date of Grant of the Option or thereafter issued; (d) The issuance or sale of rights, promissory notes or other securities convertible into shares of Common Stock in accordance with the terms of such securities ("Convertible Securities") whether or not such Convertible Securities were outstanding on the Date of Grant of the Option or were thereafter issued or sold; (e) The issuance or sale of Common Stock upon conversion or exchange of any Convertible Securities, whether or not any adjustment in the purchase price was made or required to be made upon the issuance or sale of such Convertible Securities and whether or not such Convertible Securities were outstanding on the Date of Grant of the Option or were thereafter issued or sold; or (f) Upon any amendment to or change in the terms of any rights or warrants to subscribe for or purchase, or options for the purchase of, Common Stock or Convertible Securities or in the terms of any Convertible Securities, including, but not limited to, any extension of any expiration date of any such right, warrant or option, any change in any exercise or purchase price provided for in any such right, warrant or option, any extension of any date through which any Convertible Securities are convertible into or exchangeable for Common Stock or any change in the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividendchanges in the outstanding Common Stock of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalization's, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidation's or any similar events or events having similar consequences, the Committee may, in number and class of Shares as to which the Warrant may be exercised shall be correspondingly adjusted so that for the same aggregate exercise price the Warrant Holder shall be entitled to acquire the securities and other property Warrant Holder would have held if Warrant Holder had exercised 'its sole discretion, equitably adjust rights to purchase shares under this Warrant Agreement for the aggregate number of Shares available under consideration prior to the Plan, as well as the exercise price, number first of such events to occur and continued to hold such Shares and all other appropriate terms of any outstanding Award securities and other property issued with respect thereto in order to preserve the intended benefits of the Planconnection with such events. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no No adjustment by reason thereof shall be made with respect toto cash dividends or non-liquidating dividends payable in property other than cas, so long as Company provides Warrant Holder with written notice of any such proposed dividend at least fifteen (I 5) days prior to the record date for such dividend. Company shall also give Warrant Holder prompt written notice of any event resulting in an adjustment under this Paragraph 8 (a), including a detailed computation of such adjustment. (b) Any adjustment in the number and kind of Shares and other securities shall apply proportionately to only the unexercised portion of the Warrant at the time of the event given rise to the adjustment. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next hi,)-her whole number of Shares so long as such increase does not result in the holder of the Warrant being deemed to own more than 5% of the total combined voting,, power or price value of shares all classes of Common Stock subject stock of the Company or its subsidiaries, in which case the adjustment shall be revised to an Awardthe next lower whole number of Shares.

Adjustments Upon Changes in Capitalization. (a) Subject to any required action by the stockholders shareholders of the Company, (i) the number and kind of shares of Common Stock Shares covered by each outstanding this Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as (ii) the price per share of Common Stock covered by each such outstanding Share subject to this Award, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;.” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretionAdministrator, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an this Award. (b) In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify the Optionee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares subject thereto issued to the Optionee and unless otherwise determined by the Administrator, this Award will terminate immediately prior to the consummation of such proposed transaction. (c) In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment to, this Award; (ii) accelerate the vesting and terminate any restrictions subject to this Award; and/or (iii) provide for termination of this Award as a result of the Change of Control on such terms and conditions as it deems appropriate, including provide for the cancellation of this Award for a cash payment to the Optionee.

Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock 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 upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. Such adjustment shall be made by the Board in its sole discretion, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividendchanges in the outstanding Common Stock of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalization's, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidation's or any similar events or events haven,, similar consequences, the Committee may, in number and class of Shares as to which the Warrant may be exercised shall be correspondingly adjusted so that for the same aggregate exercise price the Warrant Holder shall be entitled to acquire the securities and other property Warrant Holder would have held if Warrant Holder had exercised its sole discretion, equitably adjust rights to purchase shares Lender this Warrant Agreement for the aggregate number of Shares available under consideration prior to the Plan, as well as the exercise price, number first of such events to occur and continued to hold such Shares and all other appropriate terms of any outstanding Award securities and other property issued with respect thereto in order to preserve the intended benefits of the Planconnection with such events. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no No adjustment by reason thereof shall be made with respect toto cash dividends or non-liquidating dividends payable in property other than cas, so long as Company provides Warrant Holder with written notice of any such proposed dividend at least fifteen (I 5) days prior to the record date for such dividend. Company shall also give Warrant Holder prompt written notice of any event resulting in an adjustment under this Paragraph 8 (a), including a detailed computation of such adjustment. (b) Any adjustment in the number and kind of Shares and other securities shall apply proportionately to only the unexercised portion of the Warrant at the time of the event given rise to the adjustment. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the Warrant being deemed to own more than 5% of the total combined voting power or price value of shares all classes of Common Stock subject stock of the Company or its subsidiaries, in which case the adjustment shall be revised to an Awardthe next lower whole number of Shares.

Adjustments Upon Changes in Capitalization. MERGER OR CERTAIN OTHER ------------------------------------------------------------------- TRANSACTIONS. ------------ A. CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders ------------------------- shareholders of the Company, the number of shares of Common Stock covered by each outstanding AwardOption or Stock Purchase Right, and the number of shares of Common Stock which that have been authorized for issuance under the Plan but as to which no Awards Options or Stock Purchase Rights have yet been granted or which that have been returned to the Plan upon cancellation or expiration of an AwardOption or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding AwardOption or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that (a) conversion of any convertible securities of the Company shall not be deemed to have been “"effected without receipt of consideration;” and (b) no adjustment shall be made below par value and no fractional shares of Common Stock shall be issued. ." Such adjustment shall be made by the Board in its sole discretionBoard, whose determination in that respect shall be final, binding and conclusive. In the event of an extraordinary cash dividend, the Committee may, in its sole discretion, equitably adjust the aggregate number of Shares available under the Plan, as well as the exercise price, number of Shares and other appropriate terms of any outstanding Award in order to preserve the intended benefits of the Plan. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an AwardOption or Stock Purchase Right.