Common use of Effect of Certain Changes Clause in Contracts

Effect of Certain Changes. (1) In the event that any dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall adjust, (i) the number and kind of shares of stock which may thereafter be issued in connection with Options hereunder, (ii) the number and kind of shares of stock or other property issued or issuable in respect of outstanding Options, and (iii) the exercise price, xxxxx xxxxx or purchase price relating to any award. Any fractional shares resulting from such adjustment shall be disregarded. (2) If an Acceleration Event (as defined below) shall occur while unexercisable Options remain outstanding under the Standard Terms and Conditions, such Options not theretofor exercisable by their terms shall become exercisable in full. An “Acceleration Event” shall occur if: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (A) or (C) of this Section 4(f)(2) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (C) there is consummated a merger or consolidation of the Corporation with any other entity other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (D) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets. Following the Acceleration Event, the Committee may provide for the cancellation of all Options then outstanding. Upon such cancellation, the Corporation shall make, in exchange for each such Option, a payment either in (i) cash; (ii) shares of the successor entity; or (iii) some combination of cash or shares thereof, at the discretion of the Committee, and in each case in an amount per share subject to such Option equal to the difference between the per share exercise price of such Option and the Fair Market Value of a share of Common Stock on the date of the Acceleration Event. (3) 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 these Standard Terms and Conditions. (4) The foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. (5) Except as hereinbefore expressly provided in this Section 4(f), the Option 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 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 affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. The grant of an Option pursuant to the Option Agreement and these Standard Terms and Conditions 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 to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.

Effect of Certain Changes. The number of Restricted Shares subject to the Grant shall be appropriately adjusted by the Committee in the event of any changes in the shares of Common Stock set forth in this Section 4(d)(1). (1) In the event that any dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall adjust, (i) appropriately adjust the number and kind of shares of stock which may thereafter be issued in connection with Options hereunder, (ii) Restricted Shares subject to the number and kind of shares of stock or other property issued or issuable in respect of outstanding Options, and (iii) the exercise price, xxxxx xxxxx or purchase price relating to any award. Any fractional shares resulting from such adjustment shall be disregardedGrant. (2) If Upon occurrence of an Acceleration Event (as defined below) ), all restrictions then outstanding with respect to the Restricted Stock Award shall occur while unexercisable Options remain outstanding under the Standard Terms automatically expire and Conditions, such Options not theretofor exercisable by their terms shall become exercisable in fullbe of no further force and effect. An “Acceleration Event” shall occur if: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (A) or (C) of this Section 4(f)(24(d)(2) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (C) there is consummated a merger or consolidation of the Corporation with any other entity other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (D) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets. Following the Acceleration Event, the Committee may provide for the cancellation of all Options then outstanding. Upon such cancellation, the Corporation shall make, in exchange for each such Option, a payment either in (i) cash; (ii) shares of the successor entity; or (iii) some combination of cash or shares thereof, at the discretion of the Committee, and in each case in an amount per share subject to such Option equal to the difference between the per share exercise price of such Option and the Fair Market Value of a share of Common Stock on the date of the Acceleration Event. (3) 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 these Standard Terms and Conditions. (4) The foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. (5) Except as hereinbefore expressly provided in this Section 4(f4(d), the Option Holder 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 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 affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the OptionRestricted Stock Award. The grant of an Option the Restricted Stock Award pursuant to the Option Restricted Stock Agreement and these Standard Terms and Conditions 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 to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.

Effect of Certain Changes. (1a) In the event that If there is any dividend or other distribution is declared (whether change in the form shares of cashCommon Stock through the declaration of extraordinary cash dividends, Common Stockstock dividends, recapitalization, stock splits, or combinations or exchanges of such shares, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or eventtransactions, the Committee shall adjust, (i) the number and kind of shares of stock which may thereafter be issued Common Stock available for 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 connection with Options hereunderSection 5 hereof), (ii) the number of such shares covered by outstanding awards, the Performance Goals, and kind the price per share of Options or SARs shall be proportionately adjusted by the Committee to reflect such change in the issued shares of stock or other property issued or issuable in respect of outstanding OptionsCommon Stock; provided, and (iii) the exercise price, xxxxx xxxxx or purchase price relating to that any award. Any fractional shares resulting from such adjustment shall be disregardedeliminated; and provided, further, that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424(h) of the Code. (2b) If In the event of the dissolution or liquidation of the Company; 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 other similar transactions, the Committee may, in its sole discretion, provide that either: (i) the Grantee of any award hereunder shall have the right to exercise an Acceleration Event Option (at its then Option Price) and receive such property, cash, securities, or any combination thereof upon such exercise as defined belowwould 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 (ii) each Option shall occur terminate as of a date to be fixed by the Committee and that written notice of the date so fixed shall be given to each Grantee, who shall have the right, within such period as may be specified by the Committee preceding such termination, to exercise all or part of such Option. In the event 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) If, while unexercisable Options any awards remain outstanding under the Standard Terms and ConditionsPlan, such Options not theretofor exercisable by their terms shall become exercisable in full. An “Acceleration Event” any of the following events shall occur if:(which events shall constitute a “Change in Control” of the Company): (Ai) 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 such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), Act (other than any person who on (A) the date hereof is a director or officer of the CorporationCompany, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the CorporationCompany, or (C) any corporation owned, directly or indirectly, by the stockholders shareholders of the Corporation Company in substantially the same proportions as their ownership of stock of the Corporation, is or becomes Company); or (ii) the “beneficial owner” (as defined in Rule 13d-3 under closing of a definitive agreement approved by the Exchange Act), directly or indirectly, of securities shareholders of the Corporation representing 20% Company to merge or more of consolidate the combined voting power of the Corporation’s then outstanding securities; Company with or into another company (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (A) or (C) of this Section 4(f)(2) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (C) there is consummated a merger or consolidation of the Corporation with any other entity other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% a majority of the combined voting power of the voting securities of the Corporation Company or such surviving entity outstanding immediately after such merger or consolidation; or (D) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation ), or an agreement for the sale to sell or disposition by the Corporation otherwise dispose of all or substantially all of its assets, or the Corporation’s assetsliquidation 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 EventDate, (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 available for awards, and to the amount and kind of shares or other securities or property receivable upon exercise or other realization of any outstanding awards after the effective date of such transaction, and, if applicable, the price thereof, and (ii) the Committee may provide for in its discretion (unless proscribed with respect to certain Grantees), permit the cancellation of all Options then outstanding. Upon such cancellationoutstanding Options, the Corporation shall makeSARs, and Restricted Stock in exchange for each such Option, a cash payment either 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) cash; the excess of (iiA) shares of the successor entity; or (iii) some combination of cash or shares thereof, at the discretion of the Committee, and in each case in an amount per share subject to such Option equal to the difference between the per share exercise price of such Option and the highest Fair Market Value of a per share of Common Stock on during the date sixty-day period preceding the Acceleration Date over (B) the Option Price per share of Common Stock at which such Option, SAR, or Restricted Stock is exercisable, by (ii) the number of shares of Common Stock with respect to which the Option, SAR, or Restricted Stock is being exercised. Notwithstanding the foregoing, (i) with respect to any Incentive Stock Option (or an SAR relating to an Incentive Stock Option), the Grantee may not receive a cash payment in excess of the Acceleration Eventmaximum 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. (3d) In the event of a change in the Common Stock of the Corporation Company as presently constituted which 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 these Standard Terms and Conditionsthe Plan. (4) The foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. (5e) Except as hereinbefore herein before expressly provided in this Section 4(f)11, the Option Holder 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 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 affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Optionan award. The grant of an Option award pursuant to the Option Agreement and these Standard Terms and Conditions 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, or transfer all or part of its business or assetsassets or engage in any similar transactions.

Effect of Certain Changes. (1a) In the event that If there is any dividend or other distribution is declared (whether change in the form of cash, Common Stock, number or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall adjust, (i) the number and kind class of shares of Common Stock through the declaration of stock which may thereafter be issued or cash dividends, or recapitalization resulting in connection with Options hereunderstock splits, (ii) or combinations or exchanges of such shares, the number and kind or class of shares of stock such outstanding Restricted Stock may be proportionately adjusted by the Committee in its sole discretion to reflect any such change in the number or other property class of issued or issuable in respect shares of outstanding OptionsCommon Stock; provided, and (iii) the exercise pricehowever, xxxxx xxxxx or purchase price relating to that any award. Any fractional shares resulting from any such adjustment shall be disregardedeliminated. 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. (2b) If an Acceleration Event If, while unvested Restricted Stock remains outstanding, the Company undergoes a "Change in Control" (as defined below) ), then, from and after the date of the Change in Control, all the outstanding Restricted Stock shall occur while unexercisable Options remain outstanding under the Standard Terms and Conditions, such Options not theretofor exercisable by their terms shall become exercisable vest in full. An “Acceleration Event” A "Change in Control" of the Company shall occur ifhave occurred if at any time during the term of this Agreement any of the following events shall occur: (Ai) The Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or 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 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 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 Sections 13(dSection 13(d)(3) and 14(dor Section 14(d)(2) of the Exchange Act), other than any person who on the date hereof is a director or officer of the Corporationbut excluding Emerson Radio Corp. xxx its Affiliates and Associates, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as such terms are defined in Rule 13d-3 12b-2 under the Exchange Act), directly ) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or indirectly, any successor rule or regulation promulgated under the Exchange Act) of securities of which when added to any securities already owned by such person would represent in the Corporation representing aggregate 20% or more of the combined voting power then outstanding securities of the Corporation’s then outstanding securitiesCompany which are entitled to vote to elect any class of Directors; (Biv) during During any period of up to two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into whose initial assumption of office is in connection with an agreement with actual or threatened election contest relating to the Corporation to effect a transaction described in clause (A) or (C) election of this Section 4(f)(2directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Corporation’s Company's stockholders was approved by a vote of at least two-thirds (2/3) a majority of the directors then still in office who either were directors at the beginning of the such period or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (C) there is consummated a merger or consolidation of the Corporation with any other entity other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (Dv) 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 stockholders Exchange Act. Notwithstanding any provision to the contrary contained herein, a Change in Control of the Corporation approve a plan Company shall not be deemed to have occurred as the result of complete liquidation any transaction having one or more of the Corporation or foregoing effects if such transaction is proposed by, and includes a significant equity participation (i.e., an agreement for the sale or disposition by the Corporation aggregate of all or substantially all at least 20% of the Corporation’s assets. Following the Acceleration Event, the Committee may provide for the cancellation of all Options then outstanding. Upon such cancellation, the Corporation shall make, in exchange for each such Option, a payment either in (i) cash; (ii) shares outstanding common equity securities of the successor entity; or (iiiCompany immediately after such transaction which are entitled to vote to elect any class of Directors) some combination of cash or shares thereof, at the discretion executive officers of the Committee, and in each case in an amount per share subject to such Option equal Company as constituted immediately prior to the difference between the per share exercise price occurrence of such Option and the Fair Market Value of a share of Common Stock on the date of the Acceleration Eventtransaction or any Company employee stock ownership plan or pension plan. (3c) In To the event of a change in extent that the Common Stock foregoing adjustments relate to stock or securities 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 valueCompany, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of these Standard Terms and Conditions. (4) The foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. (5d) Except as hereinbefore expressly provided in this Section 4(f)herein, the Option Holder 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 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 affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the OptionRestricted Stock. The grant award of an Option Restricted Stock pursuant to the Option Agreement and these Standard Terms and Conditions 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, or transfer all or part of its business or assets.