Common use of Dilution and Other Adjustments Clause in Contracts

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) of the Plan, in the event of any change in the outstanding shares of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, the Number of Shares, the Exercise Price of the Option or other terms of the Award Communications of outstanding Options as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. (ii) As provided by Paragraph 15(b) of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option to the extent outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares subject to such Option would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option (whether or not then exercisable or vested) for an Option with respect to (1) some or all of the property which a holder of the number of shares of the Company subject to such Option would have received in such transaction or (2) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares subject to the Option or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the Option; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share subject to such Option, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.

Dilution and Other Adjustments. (i) i. As provided by Paragraph 15(a) Section 14.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, class and maximum number of shares of Common Stock that may be delivered under the Number of Shares, the Exercise Price of the Option or other terms of Plan and the Award Communications of outstanding Options limits under the Plan, as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. (ii) . As provided by Paragraph 15(b) Section 14.2 of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company Common Stock receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option to the extent Award outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) . As provided by Paragraph 15(c) Section 14.3 of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) ; a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) ; or a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company Common Stock receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to to: (1A) some or all of the property which a holder of the number of shares of the Company Common Stock subject to such Option Award would have received in such transaction transaction; or (2B) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares or amount of property subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share of Common Stock subject to such OptionAward, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of any change in the outstanding shares of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, class and the Number of Shares, the Exercise Price of the Option Shares or other terms of the Award Communications of outstanding Options Awards as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. (ii) As provided by Paragraph 15(b) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option Award to the extent outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to (1) some or all of the property which a holder of the number of shares of the Company subject to such Option Award would have received in such transaction or (2) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share subject to such OptionAward, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) In the event of a stock dividend or stock split occurring after the date of this Agreement and prior to the exercise in full of the PlanOption, in the committee appointed by the Company's Board of Directors to administer the Plan (the "Committee") shall make appropriate adjustments to the number of shares for which the Option may be exercised and the Exercise Price for the Option. In the event of any change recapitalization, merger or consolidation involving the Company, any transaction in the outstanding shares of which the Company by reason becomes a subsidiary of another entity, any corporate transaction sale or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company other disposition of all or part a substantial portion of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation the assets of the Company or other extraordinary or unusual eventany similar transaction, the Committee shall make such adjustment in the class, the Number of Shares, the Exercise Price of the Option or other terms of the Award Communications of outstanding Options as may be determined to be appropriate by the Committee, and such adjustments shall be final(any of the foregoing, conclusive and binding for all purposes. a "covered transaction") occurring while the Option is outstanding, the Committee in its discretion may (i) accelerate the exercisability of the Option, or (ii) As provided by Paragraph 15(b) of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option to the extent outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares subject to such Option would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange terms of the Option (whether or not then exercisable or vestedin a manner that complies with the requirements of Section 424(a) for an Option with respect to (1) some or all of the property Internal Revenue Code of 1986, as amended (the "Code")), or (iii) if there is a survivor or acquiror entity, provide for the assumption of the Option by such survivor or acquiror or an affiliate thereof or for the grant of one or more replacement options by such survivor or acquiror or an affiliate thereof, in each case on such terms (which may, but need not, comply with the requirements of Section 424(a) of the Code) as the Committee may determine, or (iv) terminate the Option (provided, that if the Committee terminates the Option, it shall, in connection therewith, either (A) accelerate the exercisability of the Option prior to such termination, or (B) provide for a payment to the holder of the number Option of shares cash or other property or a combination of the Company subject to such Option would have received cash or other property in such transaction or (2) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as amount reasonably determined by the Committee in to approximate the number of shares subject to the Option or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the Option; provided, however, that in the event that the acquirer does not agree to the assumption or substitution value of the Option in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective assuming an exercise immediately prior to the occurrence transaction, or (C) if there is a survivor or acquiror entity, provide for the grant of such eventone or more replacement options pursuant to clause (iii) above), or (v) provide for none of, or any combination of, the Option (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share subject to such Option, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder foregoing. No fraction of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will or fractional shares shall be made to the extent it would result in a tax purchasable or deliverable under Section 409A.this Agreement.

Dilution and Other Adjustments. (i) i. As provided by Paragraph 15(a) Section 14.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in (A) the class and maximum number of shares of Common Stock that may be delivered under the Plan and the Award limits under the Plan or (B) the class, the Number of Shares, the number and Exercise Price of the Option or other terms of the Award Communications of outstanding Options Options, as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. (ii) . As provided by Paragraph 15(b) Section 14.2 of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company Common Stock receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option to the extent Award outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) . As provided by Paragraph 15(c) Section 14.3 of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) ; a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) ; or a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company Common Stock receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to to: (1A) some or all of the property which a holder of the number of shares of the Company Common Stock subject to such Option Award would have received in such transaction transaction; or (2B) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares or amount of property subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then exercisable or vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share of Common Stock subject to such OptionAward, equal to the value, as determined by the Committee Committee, of such OptionAward, provided that with respect to any outstanding Option such value shall be equal to the excess of (AX) the value, as determined by the Committee, of the property (including cash) received by the holder of a share shares of Common stock as a result of such event event, over (BY) the exercise price Exercise Price of such Option, provided further that the value of any outstanding Option shall be zero where the Exercise Price of such Option is greater than the value, as determined by the Committee, of the property (including cash) received by the holder of shares of Common Stock as a result of such event; and that no change to the original timing of payment will be made to the extent it would result in a tax under violate Section 409A.

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of any change in the outstanding shares of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, class and the Number of Shares, the Exercise Price of the Option Shares or other terms of the Award Communications of outstanding Options Awards as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. . (ii) As provided by Paragraph 15(b) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option Award to the extent outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) of the Plan, to the extent permissible for purposes of Section 162(m) of the Code, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to (1) some or all of the property which a holder of the number of shares of the Company subject to such Option Award would have received in such transaction or (2) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share subject to such OptionAward, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.

Dilution and Other Adjustments. (i) As x.Xx provided by Paragraph 15(a) Section 14.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, class and maximum number of shares of Common Stock that may be delivered under the Number of Shares, the Exercise Price of the Option or other terms of Plan and the Award Communications of outstanding Options limits under the Plan, as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. xx. (ii) As Xx provided by Paragraph 15(b) Section 14.2 of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company Common Stock receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option to the extent Award outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Option Award would have received in such merger, consolidation or similar transaction. xxx. (iii) As Xx provided by Paragraph 15(c) Section 14.3 of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) ; a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) ; or a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company Common Stock receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to to: (1A) some or all of the property which a holder of the number of shares of the Company Common Stock subject to such Option Award would have received in such transaction transaction; or (2B) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares or amount of property subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share of Common Stock subject to such OptionAward, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) of the Plan, in the event of any change in the outstanding shares of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustment in the class, class and the Number of Shares, the Exercise Price of the Option Shares or other terms of the Award Communications of outstanding Options Awards as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes. (ii) As provided by Paragraph 15(b) of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust the Option Award to the extent outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee shall, to the extent deemed appropriate by the Committee, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to (1) some or all of the property which a holder of the number of shares of the Company subject to such Option Award would have received in such transaction or (2) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee in the number of shares subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee shall, to the extent deemed appropriate by the Committee, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share subject to such OptionAward, equal to the value, as determined by the Committee of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.

Dilution and Other Adjustments. (i) As provided by Paragraph 15(a) Section 14.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee Board shall make such adjustment in the class, class and maximum number of shares of Common Stock that may be delivered under the Number of Shares, the Exercise Price of the Option or other terms of Plan and the Award Communications of outstanding Options limits under the Plan, as may be determined to be appropriate by the CommitteeBoard, and such adjustments shall be final, conclusive and binding for all purposes. (ii) As provided by Paragraph 15(b) Section 14.2 of the Plan, in the event of any merger, consolidation or similar transaction as a result of which the holders of shares of the Company Common Stock receive consideration consisting exclusively of securities of the surviving entity (or the parent of the surviving entity) in such transaction, the Committee Board shall, to the extent deemed appropriate by the CommitteeBoard, adjust the Option to the extent Award outstanding on the date of such merger, consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Option Award would have received in such merger, consolidation or similar transaction. (iii) As provided by Paragraph 15(c) Section 14.3 of the Plan, in the event of (A) a dissolution or liquidation of the Company, (B) ; a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) ; or a merger, consolidation or similar transaction involving the Company in which the holders of shares of the Company Common Stock receive securities and/or other property, including cash, other than shares of the surviving entity in such transaction (or the parent of such surviving entity), the Committee Board shall, to the extent deemed appropriate by the CommitteeBoard, have the power to provide for the exchange of the Option Award (whether or not then exercisable or vested) for an Option Award with respect to to: (1A) some or all of the property which a holder of the number of shares of the Company Common Stock subject to such Option Award would have received in such transaction transaction; or (2B) securities of the acquirer or surviving entity (or parent of such acquirer or surviving entity) and, incident thereto, make an equitable adjustment as determined by the Committee Board in the number of shares or amount of property subject to the Option Award or provide for a payment (in cash or other property) to the Participant in partial consideration for the exchange of the OptionAward; provided, however, that in the event that the acquirer does not agree to the assumption or substitution of the Option Award in the foregoing manner, the Committee Board shall, to the extent deemed appropriate by the CommitteeBoard, have the power to cancel, effective immediately prior to the occurrence of such event, the Option Award (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share of Common Stock subject to such OptionAward, equal to the value, as determined by the Committee Board, of such Option, provided that such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share as a result of such event over (B) the exercise price of such Option and that no change to the original timing of payment will be made to the extent it would result in a tax under Section 409A.Award.