Common use of Effect of Certain Changes Clause in Contracts

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Board may provide that the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Board may provide that the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of this Section 11 10 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 1110, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of dividends on Common Stock paid in equity securities of the Company, recapitalization, stock dividendssplits, or through a recapitalization resulting in stock splits reverse splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, Option shall be proportionately adjusted by the Board to reflect any increase or decrease such change in the number of issued shares of Common Stock: Stock (provided, however, that any fractional shares resulting from such adjustment shall be eliminated); and the exercise price per share of the Option shall be proportionately adjusted by a fraction, the numerator of which is the number of shares of new Common Stock outstanding immediately before the occurrence of such event, and the denominator of which is the number of shares of new Common Stock outstanding immediately following the occurrence of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In the event of the proposed dissolution or liquidation of the CorporationCompany, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Corporation Company with another corporationcompany, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisitionother similar transactions, directly or indirectly, by any person or group for more than 50% each of the then outstanding voting securities of Shares purchasable hereunder shall be replaced for the Corporationpurposes herein by (and this Option shall be deemed to pertain to) the securities, case or property issuable or distributable in respect of, or exchangeable for, the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable Shares upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of Except as contemplated by this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares)7, the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient Holder shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporationconsolidation; and any issue issues by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionan award. The grant of this This Option shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes change of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of its business or assets. (d) Whenever the Shares issuable upon the exercise of the Option or the exercise price of the Option is adjusted, as herein provided, the Company shall promptly deliver to the Holder notice of such adjustment or adjustments.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, a split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporationother similar transactions, the Recipient Committee may, in its sole discretion, provide that either: (i) the Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or (ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option. (b) In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above. (c) Paragraph In the event of a “Change in Control” (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results as defined in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of sharesPlan), the Board may provide that Option, to the Recipient extent not previously vested and exercisable, shall have become fully vested and exercisable as of the right date of, and immediately before, such Change in Control. From and after such Change in Control, the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to exercise such Option solely for the amount and kind and amount of shares of stock and or other securities (including those of any direct or indirect Parent property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Corporation), property, Option in exchange for a cash or any combination thereof receivable upon such reclassification, change consolidation or merger by payment in an amount equal to the Recipient of the number of shares of Common Stock for which Option might have been exercised. “Spread” (d) If there is a change as defined in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option AgreementPlan). (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the board may provide that the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options options and the number of such shares covered by outstanding Optionsoptions, and the exercise price per share of the outstanding Optionsoptions, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: ; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, or an initial public offering of the common stock of the Corporation, the Option shall become immediately exercisable as to all or any portion of the shares of Common Stock covered by the Option without regard to whether the Option is fully exercisable in accordance with the exercise schedule provided in Paragraph 2. The Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: ; sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each the Option granted herein shall terminate as of a date fixed by the Board: ; provided, however, that not less than 30 thirty (30) day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 thirty (30) days preceding such termination, to exercise the Option. (c) Paragraph Subparagraph (b) of this Section 11 Paragraph 10 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may shall provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the aggregate number of issued and outstanding shares of outstanding the Common Stock and Company's Limited Duration Class B Common Stock, par value $1 per share ("Class B Stock"; the Common Stock and the Class B Stock are collectively referred to herein as the "Common Equity") through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options Option Shares and the number of such shares covered by outstanding Options, and the exercise price Option Price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: Equity; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the a proposed dissolution or liquidation of the CorporationCompany, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporationBoard, or any sale or transfer by in its sole discretion, may provide (i) that the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Recipient Optionee shall have the right to exercise such Option (at its the Option, to the extent then current Option Price) exercisable, solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, division by a Recipient holder of the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in (ii) that the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, provided however, that not less than 30 day's twenty days' prior written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during the period of 30 twenty days preceding such termination, to exercise the OptionOption as to all or any part of the Option Shares covered thereby, including shares as to which the Option would not otherwise be exercisable, or (iii) for an equitable adjustment in the Option Price. (c) Paragraph The Board shall, in its sole discretion, in the case of a merger or consolidation in which the Company is not the surviving corporation (i) promptly make an appropriate adjustment to the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price, or (ii) provide for the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option Price and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option. (d) Paragraphs (b) and (c) of this Section 11 4 shall not apply to a merger or consolidation in which the Corporation Company is the surviving corporation and pursuant to which shares of Common Stock are not converted into or exchanged for stock, stock or securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in In case of any consolidation or merger of another corporation into the Corporation Company in which the Corporation Company is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right may, in its sole discretion (i) make an appropriate adjustment to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price or (ii) provide for which the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option might have been exercisedPrice and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option. (de) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (ef) To the extent that the foregoing adjustments relate to stock or securities of the CorporationCompany, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. (fg) Except as otherwise expressly provided in this Section 11Agreement or in the Plan, the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, merger or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.convertible

Effect of Certain Changes. (a) If there is any change in the number or class of shares of outstanding Common Stock through the declaration of stock or cash dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number or class of shares of Common such outstanding Restricted Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall may be proportionately adjusted by the Board Committee in its sole discretion to reflect any increase or decrease such change in the number or class of issued shares of Common Stock: ; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. In the event of any other extraordinary corporate transaction, including but not limited to distributions of cash or other property to the Company's shareholders, the Committee may equitably adjust outstanding Restricted Stock as it deems appropriate in its sole discretion. (b) In If, while unvested Restricted Stock remains outstanding, the event Company undergoes a "Change in Control" (as defined below), then, from and after the date of the proposed dissolution or liquidation Change in Control, all the outstanding Restricted Stock shall vest in full. A "Change in Control" of the Corporation, or Company shall have occurred if at any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation time during the term of this Agreement any of the Corporation following events shall occur: (i) The Company is merged, consolidated or reorganized into or with another corporationcorporation or other legal person and as a result of such merger, consolidation or any sale reorganization less than 60% of the combined voting power to elect each class of Directors of the then outstanding securities of the remaining corporation or transfer legal person or its ultimate parent immediately after such transaction is available to be received by all of the Corporation Company's stockholders (who were stockholders immediately prior to the merger, consolidation or reorganization) on a pro rata basis and is actually received in respect of or exchange for voting securities of the Company pursuant to such transaction; (ii) The Company sells all or substantially all of its assets to any other corporation or other legal person and as a result of such sale less than 60% of the combined voting power to elect each class of Directors of the then outstanding securities of such corporation or legal person or its ultimate parent immediately after such transaction is available to be received by all of the Company's stockholders (who were stockholders immediately prior to the merger, consolidation or reorganization) on a pro rata basis and is actually received in exchange for the assets of the Company pursuant to such sale (provided that this provision shall not apply to a registered public offering of securities of a subsidiary of the Company, which offering is not part of a transaction otherwise a part of or related to a Change in Control); (iii) Any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act"), including any "person" as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, but excluding Emerson Radio Corp. xxx its Affiliates and Associates, as such terms are defined in Rule 12b-2 under the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any tender offer successor rule or exchange offer regulation promulgated under the Exchange Act) of securities which when added to any securities already owned by such person would represent in the aggregate 20% or more of the then outstanding securities of the Company which are entitled to vote to elect any class of Directors; (iv) During any period of up to two consecutive years, individuals who at the beginning of such period and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (v) Any occurrence that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the acquisitionExchange Act. Notwithstanding any provision to the contrary contained herein, directly a Change in Control of the Company shall not be deemed to have occurred as the result of any transaction having one or indirectlymore of the foregoing effects if such transaction is proposed by, by any person or group for more than 50and includes a significant equity participation (i.e., an aggregate of at least 20% of the then outstanding voting common equity securities of the Corporation, the Recipient shall have the right Company immediately after such transaction which are entitled to exercise such Option (at its then current Option Pricevote to elect any class of Directors) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient executive officers of the number of shares of Common Stock for which such Option might have been exercised Company as constituted immediately prior to the occurrence of such dissolution, liquidation, corporate separation transaction or division, any Company employee stock ownership plan or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Optionpension plan. (c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the CorporationCompany, such adjustments shall be made by the BoardCommittee, whose determination in that respect shall be final, binding and conclusive. (fd) Except as expressly provided in this Section 11herein, the Recipient Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or of stock of another corporation; and any issue issuance by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this OptionRestricted Stock. The grant award of this Option Restricted Stock pursuant hereto shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of extraordinary cash dividends, stock dividends, or through a recapitalization resulting in recapitalization, stock splits splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for Options awards (both the maximum number of shares issuable under the Plan as a whole and the maximum number of shares issuable on a per-employee basis, each as set forth in Section 5 hereof), the number of such shares covered by outstanding Optionsawards, the Performance Goals, and the exercise price per share of the outstanding Options, Options or SARs shall be proportionately adjusted by the Board Committee to reflect any increase or decrease such change in the number of issued shares of Common Stock: ; provided, however, that any fractional shares resulting from such adjustment shall be eliminated; and provided, further, that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424(h) of the Code. (b) In the event of the proposed dissolution or liquidation of the Corporation, or Company; in the event of any corporate separation or division, including, including but not limited to, split-up, split-off or spin-off, ; or a merger or consolidation in the event of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporationother similar transactions, the Recipient Committee may, in its sole discretion, provide that either: (i) the Grantee of any award hereunder shall have the right to exercise such an Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of exercise as would have been received with respect to the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that ; or (ii) each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the Recipienteach Grantee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of such Option. In the Optionevent of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, any award then outstanding shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of such outstanding awards in the manner set forth in Section 11(b)(i) or 11(b)(ii) above. (c) Paragraph If, while any awards remain outstanding under the Plan, any of the following events shall occur (bwhich events shall constitute a “Change in Control” of the Company): (i) the “beneficial ownership”, as defined in Rule 13d-3 under the Exchange Act, of securities representing more than a majority of the combined voting power of the Company are acquired by any “person” as defined in Sections 13(d) and 14(d) of this Section 11 shall not apply the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company); or (ii) the closing of a definitive agreement approved by the shareholders of the Company to merge or consolidate the Company with or into another company (other than a merger or consolidation which would result in which the Corporation is voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) a majority of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or to sell or otherwise dispose of all or substantially all of its assets, or the liquidation or dissolution of the Company; or (iii) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period); then from and after the date on which any such Change in Control shall have occurred (the “Acceleration Date”), any Option, SAR, and share of Restricted Stock awarded pursuant to this Plan shall be exercisable or otherwise nonforfeitable in full, as applicable, whether or not otherwise exercisable or forfeitable. Following the Acceleration Date, (i) the Committee shall, in the case of a merger, consolidation, or sale or disposition of assets, promptly make an appropriate adjustment to the number and class of shares of Common Stock are not converted into available for awards, and to the amount and kind of shares or exchanged for stock, other securities or property receivable upon exercise or other realization of any other corporationoutstanding awards after the effective date of such transaction, and, if applicable, the price thereof, and (ii) the Committee may in its discretion (unless proscribed with respect to certain Grantees), permit the cancellation of outstanding Options, SARs, and Restricted Stock in exchange for a cash or any other thing payment in an amount equal to the Spread. The term "Spread" as used herein shall mean an amount equal to the product computed by multiplying (i) the excess of value. Notwithstanding (A) the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares highest Fair Market Value per share of Common Stock during the sixty-day period preceding the Acceleration Date over (other than a change in par valueB) the Option Price per share of Common Stock at which such Option, SAR, or from no par value to par valueRestricted Stock is exercisable, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities by (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of ii) the number of shares of Common Stock for with respect to which the Option, SAR, or Restricted Stock is being exercised. Notwithstanding the foregoing, (i) with respect to any Incentive Stock Option might have been exercised.(or an SAR relating to an Incentive Stock Option), the Grantee may not receive a cash payment in excess of the maximum amount that will enable such option to continue to qualify as an Incentive Stock Option (d) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which constituted that is limited to a change of all of its authorized shares with par value of Common Stock into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as herein before expressly provided in this Section 11, the Recipient Grantee of an award hereunder shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporationcompany; and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionan award. The grant of this Option an award pursuant to the Plan shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate liquidate, or sell sell, or transfer all or any part of its business or assetsassets or engage in any similar transactions.

Effect of Certain Changes. (ai) If there is any change in the number of outstanding shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and options, the number of such shares covered by outstanding Optionsoptions, and the exercise price per share of the outstanding Optionssuch options, shall be proportionately adjusted by the Board Committee to reflect any increase or decrease in the number of issued shares of Common Stock: ; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (bii) In the event of the proposed dissolution or liquidation of the Corporation, or in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation Committee may provide that the holder of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the each option then outstanding voting securities of the Corporation, the Recipient exercisable shall have the right to exercise such Option option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof which would be receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation, sale or transfer of assets or tender offer or exchange offer, consolidation by a Recipient bolder of the number of shares of Common Stock for which such Option option might have been exercised immediately prior to such dissolutionevent; or the Committee may provide, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide alternative, that each Option option granted herein under the Plan shall terminate as of a date to be fixed by the Board: Committee; provided, however, that not less than 30 day's days' written notice of the date so fixed shall be given to the Recipienteach Optionee, who shall have the right, during the period of 30 days preceding such termination, to exercise the Optionoptions as to all or any part of the shares of Common Stock covered thereby, including shares as to which such options would not otherwise be exercisable. (ciii) Paragraph (bII) of this Section 11 8(i) shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board Committee may provide that the Recipient holder of each option then exercisable shall have the right to exercise such Option option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect Parent parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change change, consolidation or merger by the Recipient holder of the number of shares of Common Stock for which Option such option might have been exercised. (div) If there Notwithstanding paragraph (ii) of this Section 8(i), in the event of any merger or consolidation in which the Company is not the surviving corporation or any sale or transfer by the Company of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group of all or a majority of the then outstanding voting securities of the Company, all options issued pursuant to the Plan shall become exercisable in full, notwithstanding any other provision of the Plan or of any outstanding options granted thereunder, including provisions providing for staggered vesting of options, on and after (i) the fifteenth day prior to the effective date of such merger, consolidation, sale, transfer or acquisition or (ii) the date of commencement of such tender offer or exchange offer, as the case may be. To the extent that Section 422(d) of the Internal Revenue Code would not permit the provisions of the foregoing sentenc to apply to any outstanding options, such options shall immediately upon the occurrence of the event described in the foregoing sentence, be treated for all purposes of the Plan as nonstatutory stock options and shall be immediately exercisable as such as provided in the foregoing sentence. Notwithstanding the foregoing, in no event shall any option be exercisable after the date of termination of the exercise period of such option specified in Section 8(d). (v) In the event of a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (evi) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the BoardCommittee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code. (fvii) Except as expressly provided in this Section 118(i), the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionthe option. The grant of this Option an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures structure or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of o its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the proposed dissolution or liquidation of the CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, split-upa split‑up, split-off split‑off or spin-offspin‑off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporationother similar transactions, the Recipient Committee may, in its sole discretion, provide that either: (i) the Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or (ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option. (b) In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above. (c) Paragraph In the event of a “Change in Control” (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results as defined in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of sharesPlan), the Board may provide that Option, to the Recipient extent not previously vested and exercisable, shall have become fully vested and exercisable as of the right date of, and immediately before, such Change in Control. From and after such Change in Control, the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to exercise such Option solely for the amount and kind and amount of shares of stock and or other securities (including those of any direct or indirect Parent property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Corporation), property, Option in exchange for a cash or any combination thereof receivable upon such reclassification, change consolidation or merger by payment in an amount equal to the Recipient of the number of shares of Common Stock for which Option might have been exercised. “Spread” (d) If there is a change as defined in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option AgreementPlan). (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If In the event there is any change in the number of outstanding shares of outstanding Common Stock through the declaration of stock dividends, dividends or through a recapitalization resulting which results in stock splits or combinations or exchanges of such sharesreverse stock splits, the Board shall make corresponding adjustments to the number of shares of Common Stock available for Options and under the Plan, the number of such shares covered by outstanding Optionsthis Option, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board this Option in order to approximately reflect any increase or decrease in the number of issued shares of Common Stock: ; provided, however, that any fractional shares of Common Stock resulting from such adjustment shall be eliminated. Any determination made by the Board relating to such adjustments shall be final, binding and conclusive. (b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option. (c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation Company, as presently constitutedconstituted as of the date of the Plan, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (ec) To Notwithstanding subsections (a) and (b) of this Section 9, upon the dissolution or liquidation of the Company, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is the surviving corporation and the stockholders of the Company immediately prior to such transaction do not own at least 80% of the Company’s Common Stock immediately after such transaction, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving corporation, or upon a sale of substantially all of the assets or 80% or more of the then outstanding shares of Common Stock of the Company to another corporation or entity (any such reorganization, merger, consolidation, sale of assets, or sale of shares of Common Stock being hereinafter referred to as the “Transaction”), the Plan shall terminate; provided however, that (i) the Option granted hereunder shall become immediately exercisable in full and shall remain exercisable until the effective date of such Transaction; and (ii) the termination of the Plan, and any exercise of the Option granted hereunder (to the extent that the foregoing adjustments relate holder’s right to stock or securities exercise such Option has been accelerated by the operation of Section 9(c) (i)), shall be subject to and conditioned upon the consummation of the CorporationTransaction to which such termination and acceleration relates, and if, for any reason, such adjustments Transaction is abandoned, exercise of this Option shall be made void and this Option shall thereafter be exercisable only as permitted by the BoardPlan and this Option Agreement, which shall remain in full force and effect. (fd) Except as hereinbefore expressly provided in this Section 119, the Recipient Employee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.

Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of extraordinary cash dividends, stock dividends, or through a recapitalization resulting in recapitalization, stock splits splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for Options awards (both the maximum number of shares issuable under the Plan as a whole and the maximum number of shares issuable on a per-employee basis, each as set forth in Section 5 hereof), the number of such shares covered by outstanding Optionsawards, the Performance Goals, and the exercise price per share of the outstanding Options, Options or SARs shall be proportionately adjusted by the Board Committee to reflect any increase or decrease such change in the number of issued shares of Common Stock: ; provided, however, that any fractional shares resulting from such adjustment shall be eliminated; and provided, further, that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424(h) of the Code. (b) In the event of the proposed dissolution or liquidation of the Corporation, or Company; in the event of any corporate separation or division, including, including but not limited to, split-up, split-off or spin-off, ; or a merger or consolidation in the event of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporationother similar transactions, the Recipient Committee may, in its sole discretion, provide that either: (i) the Grantee of any award hereunder shall have the right to exercise such an Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of exercise as would have been received with respect to the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that ; or (ii) each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the Recipienteach Grantee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of such Option. In the Optionevent of a sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, any award then outstanding shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of such outstanding awards in the manner set forth in Section 11(b)(i) or 11(b)(ii) above. (c) Paragraph If, while any awards remain outstanding under the Plan, any of the following events shall occur (bwhich events shall constitute a “Change in Control” of the Company): (i) the “beneficial ownership”, as defined in Rule 13d-3 under the Exchange Act, of securities representing more than a majority of the combined voting power of the Company are acquired by any “person” as defined in Sections 13(d) and 14(d) of this Section 11 shall not apply the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company); or (ii) the closing of a definitive agreement approved by the shareholders of the Company to merge or consolidate the Company with or into another company (other than a merger or consolidation which would result in which the Corporation is voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) a majority of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or to sell or otherwise dispose of all or substantially all of its assets, or the liquidation or dissolution of the Company; or (iii) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period); then from and after the date on which any such Change in Control shall have occurred (the “Acceleration Date”), any Option, SAR, and share of Restricted Stock awarded pursuant to this Plan shall be exercisable or otherwise nonforfeitable in full, as applicable, whether or not otherwise exercisable or forfeitable. Following the Acceleration Date, (i) the Committee shall, in the case of a merger, consolidation, or sale or disposition of assets, promptly make an appropriate adjustment to the number and class of shares of Common Stock are not converted into available for awards, and to the amount and kind of shares or exchanged for stock, other securities or property receivable upon exercise or other realization of any other corporationoutstanding awards after the effective date of such transaction, and, if applicable, the price thereof, and (ii) the Committee may in its discretion (unless proscribed with respect to certain Grantees), permit the cancellation of outstanding Options, SARs, and Restricted Stock in exchange for a cash or any other thing payment in an amount equal to the Spread. The term "Spread" as used herein shall mean an amount equal to the product computed by multiplying (i) the excess of value. Notwithstanding (A) the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares highest Fair Market Value per share of Common Stock during the sixty-day period preceding the Acceleration Date over (other than a change in par valueB) the Option Price per share of Common Stock at which such Option, SAR, or from no par value to par valueRestricted Stock is exercisable, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities by (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of ii) the number of shares of Common Stock for with respect to which the Option, SAR, or Restricted Stock is being exercised. Notwithstanding the foregoing, (i) with respect to any Incentive Stock Option might have been exercised(or an SAR relating to an Incentive Stock Option), the Grantee may not receive a cash payment in excess of the maximum amount that will enable such option to continue to qualify as an Incentive Stock Option, and (ii) if any award is considered to be a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, the permissible actions of the Committee set forth in this Section 11(c) shall apply to such award only to the extent that its application would not result in the imposition of any tax or interest, or the inclusion of any amount in income, under Section 409A of the Code. Implementation of the provisions of this Section 11(c) shall be conditioned upon consummation of the Change in Control. (d) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which constituted that is limited to a change of all of its authorized shares with par value of Common Stock into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as herein before expressly provided in this Section 11, the Recipient Grantee of an award hereunder shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporationcompany; and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionan award. The grant of this Option an award pursuant to the Plan shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate liquidate, or sell sell, or transfer all or any part of its business or assetsassets or engage in any similar transactions.

Effect of Certain Changes. (a) If there is any change in the aggregate number of issued and outstanding shares of outstanding the Common Stock and Company's Limited Duration Class B Common Stock, par value $1 per share ("Class B Stock"; the Common Stock and the Class B Stock are collectively referred to herein as the "Common Equity") through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options Option Shares and the number of such shares covered by outstanding Options, and the exercise price Option Price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: Equity; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (b) In the event of the a proposed dissolution or liquidation of the CorporationCompany, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporationBoard, or any sale or transfer by in its sole discretion, may provide (i) that the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Recipient Optionee shall have the right to exercise such Option (at its the Option, to the extent then current Option Price) exercisable, solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, division by a Recipient holder of the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in (ii) that the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, provided however, that not less than 30 day's twenty days' prior written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during the period of 30 twenty days preceding such termination, to exercise the OptionOption as to all or any part of the Option Shares covered thereby, including shares as to which the Option would not otherwise be exercisable, or (iii) for an equitable adjustment in the Option Price. (c) Paragraph The Board shall, in its sole discretion, in the case of a merger or consolidation in which the Company is not the surviving corporation (i) promptly make an appropriate adjustment to the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price, or (ii) provide for the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option Price and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option. (d) Paragraphs (b) and (c) of this Section 11 4 shall not apply to a merger or consolidation in which the Corporation Company is the surviving corporation and pursuant to which shares of Common Stock are not converted into or exchanged for stock, stock or securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in In case of any consolidation or merger of another corporation into the Corporation Company in which the Corporation Company is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right may, in its sole discretion (i) make an appropriate adjustment to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price or (ii) provide for which the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option might have been exercisedPrice and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option. (de) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan. (ef) To the extent that the foregoing adjustments relate to stock or securities of the CorporationCompany, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. (fg) Except as otherwise expressly provided in this Section 11Agreement or in the Plan, the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, merger or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this OptionOption Shares. The grant of this the Option shall does not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of its business or assets.