Effect of Changes in Capitalization. All share amounts of the Company's capital stock referred to in this Agreement shall be appropriately and proportionally adjusted for any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, occurring after the date of this Agreement.
Effect of Changes in Capitalization. The number of Restricted Shares is subject to adjustment as provided in Section 4.2 of the Plan. Any additional or different shares or securities issued as the result of such an adjustment will be held or delivered in accordance with this Agreement and will be deemed to be included within the term ‘‘Restricted Shares’’.
Effect of Changes in Capitalization. The shares of Restricted Stock shall be subject to adjustment in accordance with Section 10(c) of the Plan.
Effect of Changes in Capitalization. This Award shall be subject to adjustment in accordance with Section 10(c) of the Plan.
Effect of Changes in Capitalization. (a) If the number of outstanding shares of common stock of the Company is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any merger, share exchange, consolidation, reorganization, recapitalization, reclassification, stock split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, a proportionate and appropriate adjustment shall be made by the Company with respect to the number Option Shares then outstanding under Section 3.4, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of Option Shares shall not change the aggregate option price payable with respect to the then unexercised Option Shares, but shall include a corresponding proportionate adjustment in the option price per Option Share.
(b) Adjustments under this Section 3.6 relating to Option Shares or securities of the Company shall be made by the Board of Directors, whose determination in that respect shall be final and conclusive. No fractional shares or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding upward to the nearest whole share or unit.
Effect of Changes in Capitalization. The RSUs and Restricted Stock shall be subject to adjustment in accordance with Section 10(c) of the Plan.
Effect of Changes in Capitalization. The Option shall be subject to adjustment in accordance with Section 10(c) of the Plan. In addition, notwithstanding anything in the Plan or this Agreement to the contrary, in connection with any Change in Control, the Committee shall have authority to (i) make provision for a cash payment to the Participant in consideration for the cancellation of all or a portion of the Option, in an amount equal to the excess, if any, of (x) the Fair Market Value of a Share (as of a date specified by the Committee), multiplied by the number of Option Shares subject to the portion of the Option being cancelled, over (y) the aggregate Exercise Price for the Option Shares subject to the portion of the Option being cancelled, or (ii) if the Exercise Price is equal to, or in excess of, the Fair Market Value of a Share (as of a date specified by the Committee), cancel and terminate the Option without any payment or consideration therefor.
Effect of Changes in Capitalization. (a) Changes in Common Stock. If the outstanding shares of Common ------------------------ Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, occurring after the effective date of the Plan, the number and kind of shares for the purchase of which Options may be granted under Section 5(d) of the Plan shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares for which Options are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the holder of the Option immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in outstanding Options shall not change the aggregate Option Price payable with respect to shares subject to the unexercised portion of the Option outstanding but shall include a corresponding proportionate adjustment in the Option Price per share.
(b) Reorganization in Which the Company is the Surviving Entity. ----------------------------------------------------------- Subject to Subsection (c) hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities, any Option theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to such Option would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price per share so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the shares remaining subject to the Option immediately prior to such reorganization, merger, or consolidation.
(c) Reorganization in Which the Company is Not the Surviving Company ---------------------------------------------------------------- or Sale of Assets or Stock. Upon the dissolution or liquidation of -------------------------- the Bank, or upon a merger, consolidation or reorganization of the Company with one or more other entities in ...
