Common use of CHANGE IN CONTROL ADJUSTMENTS Clause in Contracts

CHANGE IN CONTROL ADJUSTMENTS. (a) Upon the earlier to occur of (i) Optionee's death or Disability, (ii) Optionee's termination of employment pursuant to Section 7(d) of the Employment Agreement or (iii) a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. (i) The Board may make or provide for such adjustments in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Board may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Board may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option.

CHANGE IN CONTROL ADJUSTMENTS. (a) Upon the earlier to occur of (i) Optionee's death or Disability, Disability or (ii) Optionee's termination of employment pursuant to Section 7(d) of the Employment Agreement or (iii) a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. (i) The Board may make or provide for such adjustments in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Board may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Board may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option.

CHANGE IN CONTROL ADJUSTMENTS. (a) Upon the earlier to occur of (i) Optionee's death or Disability, (ii) Optionee's termination of employment other than pursuant to Section 7(d7(a)(iv) or (v) of the Employment Agreement or (iii) a Change in Control (as hereinafter defineddefined in Section 7(e) of the Employment Agreement, as amended), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. (i) The Board may make or provide for such adjustments in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Board may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Board may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option.