Common use of Adjustments Upon Specified Events Clause in Contracts

Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan, the Administrator shall make adjustments if appropriate in the number and kind of securities that may become vested under the Award. If any adjustment shall be made under Section 7.1 of the Plan or an event described in Section 7.3 of the Plan shall occur and the shares of Restricted Stock are not fully vested upon such event or prior thereto, the restrictions applicable to such shares of Restricted Stock shall continue in effect with respect to any consideration or other securities (the “Restricted Property” and, for the purposes of this Award Agreement, “Restricted Stock” shall include “Restricted Property”, unless the context otherwise requires) received in respect of such Restricted Stock. Such Restricted Property shall vest at such times and in such proportion as the shares of Restricted Stock to which the Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if such shares of Restricted Stock had remained outstanding. To the extent that the Restricted Property includes any cash (other than regular cash dividends provided for in Section 5 hereof), such cash shall be invested, pursuant to policies established by the Administrator, in interest bearing, FDIC-insured (subject to applicable insurance limits) deposits of a depository institution selected by the Administrator, the earnings on which shall be added to and become a part of the Restricted Property. Furthermore, the Administrator shall adjust the performance measures and performance goals referenced on Exhibit A hereto to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any other similar special circumstances.

Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 6.2 of the Plan, the Administrator Committee shall make adjustments if as it deems appropriate in the number and kind of securities or other consideration that may become vested under payable with respect to the Award; provided, however, that the Committee shall not make any such adjustment to the Award with respect to any Cash or Combination Dividend, but it shall make an adjustment to the Award pursuant to Section 6.2 of the Plan with respect to any Stock Dividend. If any adjustment shall be made under Section 7.1 6.2 of the Plan or an event described a Change in Section 7.3 of the Plan Control Event shall occur and the shares of Restricted Stock are Unit Award is not fully vested upon such event Event or prior thereto, the restrictions applicable to such shares amount payable in respect of Restricted the Stock shall continue Unit Award may be made payable in effect with respect to any consideration the securities or other securities consideration (the “Restricted Property” and, for the purposes of this Award Agreement, “Restricted Stock” shall include “Restricted Property”, unless the context otherwise requires) received payable in respect of such Restricted the Common Stock. Such Restricted Property shall vest become payable at such times and in such proportion as the shares of Restricted Stock Unit Award vests. Notwithstanding the foregoing, to which the Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if such shares of Restricted Stock had remained outstanding. To the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (other than regular cash dividends provided for in Section 5 hereof), with earnings attributable thereto as if such cash shall be amount had been invested, pursuant to policies established by the AdministratorCommittee, in interest bearing, FDIC-FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the AdministratorCommittee) at such times and in such proportions as the Stock Unit Award vests. Notwithstanding the foregoing, the earnings on which shall be added to Stock Unit Award and become a part any Common Stock payable in respect of the Restricted Property. Furthermore, the Administrator Stock Unit Award shall adjust the performance measures continue to be subject to such proportionate and performance goals referenced on Exhibit A hereto to the extent equitable adjustments (if any) it under Section 6.2 of the Plan consistent with the effect of such event on stockholders generally, as the Committee determines that the adjustment is to be necessary or advisable to preserve appropriate, in the intended incentives number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination Stock Unit Accounts credited under the Plan. All rights of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges Participant hereunder are subject to the Corporation’s earnings, or (4) any other similar special circumstancesthose adjustments.

Adjustments Upon Specified Events. Upon the occurrence of certain events relating to a stock split, reverse stock split, stock dividend or any other change in capitalization, reorganization, merger or similar event affecting the Corporation’s stock contemplated by Section 7.1 of the Plan, the Administrator shall make adjustments if appropriate in the number and kind of securities that may become vested under the Award. If any adjustment shall be made under Section 7.1 of the Plan or an event described in Section 7.3 of the Plan shall occur and the shares of Restricted Stock are not fully vested upon such event or prior theretoCommon Stock, the restrictions and limitations applicable to such shares of the Restricted Stock shall Shares under this Agreement will continue in effect with respect to any consideration or other securities (the “Restricted Property” and, for the purposes of this Award Agreement, “Restricted StockShares” shall include “Restricted Property”, unless the context otherwise requires) received in respect of such Restricted StockShares. Such In connection with any such event, the Company’s Board of Directors or a duly authorized committee thereof (the “Board”) shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances, proportionately adjust the per share repurchase price contemplated by Section 3(a) above. Any Restricted Property shall be subject to the Company’s repurchase rights under this Agreement and shall vest at such times and in such proportion as the shares of Restricted Stock Shares to which the Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if such shares of Restricted Stock Shares had remained outstanding. To the extent that the Restricted Property includes any cash (other than regular cash dividends provided for in Section 5 hereof), such cash shall be invested, pursuant to policies established by the AdministratorBoard, in interest bearing, FDIC-insured (subject to applicable insurance limits) deposits of a depository institution selected by the AdministratorBoard, the earnings on which shall be added to and become a part of the Restricted Property. FurthermoreAny adjustment or determination by the Board pursuant to this Section 7 shall be final, binding, and conclusive. Unless otherwise expressly provided by the Administrator Board, in no event shall adjust a new issuance of securities by the performance measures Company for consideration be deemed, in and performance goals referenced on Exhibit A hereto of itself, to the extent (if any) it determines that the require an adjustment is necessary or advisable pursuant to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any other similar special circumstancesthis Section 7.

Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 6.2 of the Plan, the Administrator Committee shall make adjustments if as it deems appropriate in the number and kind of securities or other consideration that may become vested under payable with respect to the Award. If any adjustment shall be made under Section 7.1 6.2 of the Plan or an event described a Change in Section 7.3 of the Plan Control Event shall occur and the shares of Restricted Stock are Unit Award is not fully vested upon such event Event or prior thereto, the restrictions applicable to such shares amount payable in respect of Restricted the Stock shall continue Unit Award may be made payable in effect with respect to any consideration the securities or other securities consideration (the “Restricted Property” and, for the purposes of this Award Agreement, “Restricted Stock” shall include “Restricted Property”, unless the context otherwise requires) received payable in respect of such Restricted the Common Stock. Such Restricted Property shall vest become payable at such times and in such proportion as the shares of Restricted Stock Unit Award vests. Notwithstanding the foregoing, to which the Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if such shares of Restricted Stock had remained outstanding. To the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (other than regular cash dividends provided for in Section 5 hereof), with earnings attributable thereto as if such cash shall be amount had been invested, pursuant to policies established by the AdministratorCommittee, in interest bearing, FDIC-FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the AdministratorCommittee) at such times and in such proportions as the Stock Unit Award vests. Notwithstanding the foregoing, the earnings on which shall be added to Stock Unit Award and become a part any Common Stock payable in respect of the Restricted Property. Furthermore, the Administrator Stock Unit Award shall adjust the performance measures continue to be subject to such proportionate and performance goals referenced on Exhibit A hereto to the extent equitable adjustments (if any) it under Section 6.2 of the Plan consistent with the effect of such event on stockholders generally, as the Committee determines that the adjustment is to be necessary or advisable to preserve appropriate, in the intended incentives number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination Stock Unit Accounts credited under the Plan. All rights of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges Participant hereunder are subject to the Corporation’s earnings, or (4) any other similar special circumstancesthose adjustments.

Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 6.2 of the Plan, the Administrator Committee shall make adjustments if as it deems appropriate in the number and kind of securities or other consideration that may become vested under payable with respect to the Award; provided, however, that the Committee shall not make any such adjustment to the Award with respect to any Cash or Combination Dividend, but it shall make an adjustment to the Award pursuant to Section 6.2 of the Plan with respect to any Stock Dividend. If any adjustment shall be made under Section 7.1 6.2 of the Plan or an event described Plan, the amount payable in Section 7.3 respect of the Plan shall occur and Stock Unit Award may be made payable in the shares of Restricted Stock are not fully vested upon such event or prior thereto, the restrictions applicable to such shares of Restricted Stock shall continue in effect with respect to any consideration securities or other securities consideration (the “Restricted Property” and, for the purposes of this Award Agreement, “Restricted Stock” shall include “Restricted Property”, unless the context otherwise requires) received payable in respect of such Restricted the Common Stock. Such Restricted Property shall vest become payable at such times and in such proportion as the shares of Restricted underlying Stock Units to which the Restricted Property is attributable vestrelates. Notwithstanding the foregoing, or would have vested pursuant to the terms hereof if such shares of Restricted Stock had remained outstanding. To the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (other than regular cash dividends provided for in Section 5 hereof), with earnings attributable thereto as if such cash shall be amount had been invested, pursuant to policies established by the AdministratorCommittee, in interest bearing, FDIC-FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the AdministratorCommittee) at such times and in such proportions as the Stock Unit Award vests. Notwithstanding the foregoing, the earnings on which shall be added to Stock Unit Award and become a part any Common Stock payable in respect of the Restricted Property. Furthermore, the Administrator Stock Unit Award shall adjust the performance measures continue to be subject to such proportionate and performance goals referenced on Exhibit A hereto to the extent equitable adjustments (if any) it under Section 6.2 of the Plan consistent with the effect of such event on stockholders generally, as the Committee determines that the adjustment is to be necessary or advisable to preserve appropriate, in the intended incentives number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination Stock Unit Accounts credited under the Plan. All rights of the foregoing)Director hereunder are subject to those adjustments. If a Change in Control Event occurs, or any complete or partial liquidation Section 6.2(c) of the CorporationPlan shall not apply, (2) any change in accounting policies or practices, (3) and the effects vesting and payment of any special charges to the Corporation’s earnings, or (4) any other similar special circumstancesAward will be governed by this Agreement.