Common use of Non-Dilution Clause in Contracts

Non-Dilution. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee may adjust proportionally (a) the number of shares of Stock (i) available for issuance under the Plan and (ii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices dated to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards as the Committee in its sole discretion may in good faith determine to be equitably required in order prevent dilution or enlargement of the rights of Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Committee may also make or provide for such adjustments in the number of Shares specified in Section 3 of the Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any such transaction or event. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. Upon the occurrence of a "change in control", as defined in the Plan, of the Company, each Option shall at the discretion of the Committee either be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control Price over the exercise price for such Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or payable, as the case may be, subject however to Paragraph 9(b)

Non-Dilution. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee may shall adjust proportionally (a) the number of shares Shares of Stock (i) available for issuance under the Plan and (ii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices dated to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Committee may also make or provide for such adjustments in the number of Shares specified in Section 3 of the Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any such transaction or event. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. Upon the occurrence of a "change in control", as defined in the Plan, of the Company, each Option shall at the discretion of the Committee either be cancelled in exchange for a payment in cash of an any amount equal to the excess, if any, of the Change in Control Price price over the exercise price for such Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or payable, as the case may be, subject however to Paragraph 9(b)

Non-Dilution. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee may adjust proportionally (a) the number of shares of Stock (i) available for issuance under the Plan and (ii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices dated to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Committee may also make or provide for such adjustments in the number of Shares shares specified in Section 3 of the Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any such transaction or event. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. Upon the occurrence of a "change in control", as defined in the Plan, of the Company, each Option shall at the discretion of the Committee either be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, any of the Change in Control Price over the exercise price for such Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or payable, as the case may be, subject however to Paragraph 9(b)) of the Plan. In the event of a corporate merger,

Non-Dilution. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee may adjust proportionally (a) the number of shares of Stock (i) available for issuance under the Plan and (ii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices dated to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Committee may also make or provide for such adjustments in the number of Shares shares specified in Section 3 of the Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any such transaction or event. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. Upon the occurrence of a "change in control", as defined in the Plan, of the Company, each Option shall at the discretion of the Committee either be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, any of the Change in Control Price over the exercise price for such Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or payable, as the case may be, subject however to Paragraph 9(b)