Common use of Adjustments Upon the Occurrence of Certain Events Clause in Contracts

Adjustments Upon the Occurrence of Certain Events. (a) If the outstanding shares of the Company's Common Stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, an appropriate and proportionate adjustment shall be made in the Option Shares pursuant to which the Options relate. Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each Option Share. (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all the property or more than eighty percent (80%) of the then outstanding stock of the Company to another corporation, all Options shall terminate; provided, however, that notwithstanding the foregoing, the Company or the Committee may provide to the Optionee in writing in connection with such transaction any or all of the following alternatives (separately or in combinations): (i) for the Options granted more than six months before such transaction to become immediately exercisable; (ii) for the assumption by the successor corporation of the Options or the substitution by such corporation for such Options of new options and rights covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) for the continuance of the Options in the matter and under the terms so provided; or (iv) for the payment in cash or stock in lieu of and in complete satisfaction of such Options. (c) No adjustment provided for in this Section 8 shall require the Company to sell a fractional share under the Options.

Adjustments Upon the Occurrence of Certain Events. (a) If the outstanding shares of the Company's Common Stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, an appropriate and proportionate adjustment shall be made in the Option Shares pursuant to which the Options relate. Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each Option Share. (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all the property or more than eighty percent (80%) of the then outstanding stock of the Company to another corporation, all Options shall terminate; provided, however, that notwithstanding the foregoing, the Company or the Committee Board of Directors may provide to the Optionee in writing in connection with such transaction any or all of the following alternatives (separately or in combinations): (i) for the Options granted more than six months before such transaction to become immediately exercisable; (ii) for the assumption by the successor corporation of the Options or the substitution by such corporation for such Options of new options and rights covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) for the continuance of the Options in the matter and under the terms so provided; or (iv) for the payment in cash or stock in lieu of and in complete satisfaction of such Options. (c) No adjustment provided for in this Section 8 shall require the Company to sell a fractional share under the Options.

Adjustments Upon the Occurrence of Certain Events. (a) If the outstanding shares of the Company's Company Common Stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, recapitalizationrecapitalization (excluding the Reclassification as defined in the Employment Agreement), reclassification, stock dividend, stock split, reverse stock split or other similar transaction, an appropriate and proportionate adjustment shall be made in the Option Base Shares pursuant to which the Options Option and Tandem SAR relate. Any such adjustment in the outstanding Options Option and Tandem SAR shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Options Option or the aggregate Maintenance Price but with a corresponding adjustment in the price for each Option Share or each Base Share. (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all the property or more than eighty percent (80%) of the then outstanding stock of the Company to another corporation, all Options the Option and Tandem SAR shall terminate; provided, however, that notwithstanding the foregoing, the Company or the Committee may provide to the Optionee Awardee in writing in connection with such transaction any or all of the following alternatives (separately or in combinations): (i) for the Options Option and Tandem SAR granted more than six months before such transaction to become immediately exercisable; (ii) for the assumption by the successor corporation of the Options Option and Tandem SAR or the substitution by such corporation for such Options Option and Tandem SAR of new options Option and Tandem SAR and rights covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) for the continuance of the Options Option and Tandem SAR in the matter and under the terms so provided; or (iv) for the payment in cash or stock in lieu of and in complete satisfaction of such OptionsOption and Tandem SAR. (c) No adjustment provided for in this Section 8 herein shall require the Company to sell a fractional share under the OptionsOption.