Changes in Company’s Capital Structure. Subject to any required action by the Company’s Board and stockholders, as may be determined to be appropriate and equitable by the Committee, to prevent dilution or enlargement of rights, the Committee shall: (a) adjust proportionately the number of Units for any increase or decrease in the number of issued and outstanding registered shares resulting from a subdivision or combination of such shares or the payment of a stock dividend or any other increase or decrease in the number of such outstanding registered shares of the Company effected without the receipt of consideration by the Company; (b) if the Company is a participating corporation in any merger or consolidation and provided the Units are not terminated upon consummation of such merger or consolidation, modify such Units to pertain to and apply to the securities or other property to which a holder of the number of shares subject to the Units would have been entitled upon such consummation; and (c) for the avoidance of doubt, make any other adjustments, modifications, replacements, or exchanges permitted by the Plan, including without limit, the Plan’s Articles 18 and 19. Notwithstanding anything to the contrary, any such actions taken by the Committee shall be final, binding and conclusive.
Appears in 8 contracts
Samples: Employee Restricted Stock Unit Award Agreement (Foster Wheeler Ag), Employee Restricted Stock Unit Award Agreement (Foster Wheeler Ag), Employee Restricted Stock Unit Award Agreement (Foster Wheeler Ag)
