Common use of Recapitalization and Reorganization Clause in Contracts

Recapitalization and Reorganization. (a) If the outstanding shares of the Common Stock of the Company are subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue Common Stock as a dividend or upon a stock split, then the number and kind of shares then purchasable upon exercise of the Option and the Exercise Price hereunder shall be proportionately adjusted. However, no such adjustment shall change the total purchase price of a complete exercise of the unexercised portion of the Option. Adjustments under this Section shall be made by the Company's independent public accountants. In computing any such adjustments, any fractional share which might otherwise become subject to the Option shall be eliminated and be paid in cash. (b) In the event of (i) the dissolution or liquidation of the Company or (ii) a merger or consolidation in which (A) the Company does not survive as a publicly owned corporation with securities registered under the Exchange Act and (B) the agreements governing such merger or consolidation do not provide for the issuance of substitute options with substantially equivalent terms as determined by the Board in lieu of the Option or for the express assumption (within the meaning of Section 424(a) of the Code) of the Option by the surviving corporation, the Board shall declare that the Option shall terminate as of a date to be fixed by the Board (the "Termination Date"), provided that the Board shall cause to be delivered not less than thirty (30) days before the Termination Date written notice of the Termination Date to Holder, and Holder shall have the right, during the period between the receipt of the written notice and the Termination Date to exercise the Option, in whole or in part, whether or not all or any part of the Option would not otherwise be exercisable; provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, above, on the Effective Date. To the extent that the Option is not exercised in its entirety on or prior to the Termination Date, the Option and any and all rights then remaining hereunder shall terminate as of the Termination Date. (c) In the event "Change in Control of Employer" (as defined in the Employment Agreement) occurs prior to October 1, 1997, the Option shall become immediately exercisable, in whole or in part, to the extent provided in paragraph (b) of Section 2, above. (d) In the event of a "Change in Control of Employer" pursuant to which substitute options are offered in place of the Option herein granted or the surviving corporation offers to assume the Option, the Board shall cause to be delivered not less than thirty (30) days before the effective date of such "Change in Control of Employer" (the "Effective Date") written notice of the Effective Date to Optionee and Optionee shall have the right to elect (i) to accept such substitute options or assumption, or (ii) to exercise the Option, in whole or in part, to the extent provided in paragraph (b) of Section 2, above, prior to the Effective Date (and such notice shall so state); provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have rejected any substitute options offered to Optionee and any offer to assume the Option and to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, above, on the Effective Date.

Recapitalization and Reorganization. (a) a. If the outstanding shares of the Common Stock of the Company are subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue Common Stock as a dividend or upon a stock split, then the number and kind of shares then purchasable upon exercise of the Option and the Exercise Price hereunder shall be proportionately adjusted. However, no such adjustment shall change the total purchase price of a complete exercise of the unexercised portion of the Option. Adjustments under this Section shall be made by the Company's independent public accountants. In computing any such adjustments, any fractional share which might otherwise become subject to the Option shall be eliminated and be paid in cash. (b) b. In the event of (i) the dissolution or liquidation of the Company or (ii) a merger or consolidation in which (A) the Company does not survive as a publicly owned corporation with securities registered under the Exchange Act and (B) the agreements governing such merger or consolidation do not provide for the issuance of substitute options with substantially equivalent terms as determined by the Board in lieu of the Option or for the express assumption (within the meaning of Section 424(a) of the Code) of the Option by the surviving corporation, the Board shall declare that the Option shall terminate as of a date to be fixed by the Board (the "Termination Date"), provided that the Board shall cause to be delivered not less than thirty (30) days before the Termination Date written notice of the Termination Date to Holder, Holder and Holder shall have the right, during the period Period between the receipt of the written notice and the Termination Date to exercise the Option, in whole or in part, whether or not all or any part of the Option would not otherwise be exercisable; provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, abovewhole, on the Effective Date. To the extent that the Option is not exercised in its entirety on or prior to the Termination Date, the Option and any and all rights then remaining hereunder shall expire and terminate as of the Termination Date. (c) In the event "Change in Control of Employer" (as defined in the Employment Agreement) occurs prior to October 1, 1997, the Option shall become immediately exercisable, in whole or in part, to the extent provided in paragraph (b) of Section 2, above. (d) In the event of a "Change in Control of Employer" pursuant to which substitute options are offered in place of the Option herein granted or the surviving corporation offers to assume the Option, the Board shall cause to be delivered not less than thirty (30) days before the effective date of such "Change in Control of Employer" (the "Effective Date") written notice of the Effective Date to Optionee and Optionee shall have the right to elect (i) to accept such substitute options or assumption, or (ii) to exercise the Option, in whole or in part, to the extent provided in paragraph (b) of Section 2, above, prior to the Effective Date (and such notice shall so state); provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have rejected any substitute options offered to Optionee and any offer to assume the Option and to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, above, on the Effective Date.

Recapitalization and Reorganization. (a) If any change is made in the outstanding shares stock subject to the Plan by reason of the Common Stock of the Company are subdividedstock dividends, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue Common Stock as a dividend or upon a stock split-up, then the number and kind a reverse stock split, or other recapitalization or reclassification of shares then purchasable upon exercise of the Option and the Exercise Price hereunder shall be proportionately adjusted. However, no such adjustment shall change the total purchase price of a complete exercise of the unexercised portion of the Option. Adjustments under this Section shall be made by the Company's independent public accountants. In computing any such adjustmentsstock, any fractional appropriate action shall be taken by the Committee as to the number of shares and price per share which might otherwise become of the stock subject to the Plan or to any Option shall be eliminated and be paid granted under the Plan in cashorder to prevent dilution. (b) In the event case of (i) the dissolution or liquidation of the Company or (ii) a spin-off, merger or consolidation in other corporate transaction to which (A) the Company does not survive as a publicly owned corporation with securities registered under the Exchange Act and (B) the agreements governing such merger or consolidation do not provide for the issuance of substitute options with substantially equivalent terms as determined by the Board in lieu of the Option or for the express assumption (within the meaning of Section 424(a425(a) of the Code) Internal Revenue Code of 1986, as amended, applies, the Option by Company and the spun- off corporation or surviving corporation, as the case may be, shall assume, without cost to any Employee, all Options outstanding under the Plan or issue equivalent new Options and the Board shall declare that take any appropriate action required to effectuate the Option shall terminate as intent of a date to be fixed by the Board (the "Termination Date"this Section 7(b), provided that the Board shall cause to be delivered not less than thirty (30) days before the Termination Date written notice of the Termination Date to Holder, and Holder shall have the right, during the period between the receipt of the written notice and the Termination Date to exercise the Option, in whole or in part, whether or not all or any part of the Option would not otherwise be exercisable; provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, above, on the Effective Date. To the extent that the Option is not exercised in its entirety on or prior to the Termination Date, the Option and any and all rights then remaining hereunder shall terminate as of the Termination Date. (c) In the event "Change in Control case of Employer" (as defined in a reorganization, merger, consolidation or spin-off of the Employment Agreement) occurs prior to October 1Company while any unexercised part of any Option granted hereunder remains outstanding, 1997, there shall be substituted for the Option shall become immediately exercisable, in whole or in part, shares subject to the extent provided in paragraph (b) unexercised portions of Section 2, above. (d) In the event of a "Change in Control of Employer" pursuant to which substitute options are offered in place of the Option herein granted or the surviving corporation offers to assume the Option, the Board shall cause to be delivered not less than thirty (30) days before the effective date an appropriate number of such "Change in Control shares of Employer" (the "Effective Date") written notice each class of stock or other securities of the Effective Date to Optionee and Optionee shall have the right to elect (i) to accept such substitute options reorganized or assumption, merged or (ii) to exercise the Option, in whole consolidated or in part, spun-off entity which were distributed to the extent provided shareholders of the Company in paragraph (b) respect of Section 2, above, prior to the Effective Date (and such notice shall so state)Common Stock; provided, however, that unless Optionee shall deliver to all such Options may be cancelled by the Company written as of the effective date of any such reorganization, merger, consolidation or spin-off or of any dissolution or liquidation of the Company, by action of the Committee, by giving notice to the contrary at least three (3Employee or his or her personal representative(s) business days prior or legal guardian(s) of its intention to do so and by permitting, during the Effective Date30-day period immediately preceding the effective date of any such event, the Optionee and every Holder shall be deemed to have rejected any substitute options offered to Optionee and any offer to assume the Option and to have delivered to the Company a notice of exercise in whole or in part of the Option, in whole without regard to the extent provided in paragraph (b) of Section 2any installment provisions hereof, above, but subject to any other limitation on the Effective Dateexercise of the Option in effect on the Date of Exercise. (d) The Committee may make such additional adjustments in the price and number of shares subject to Options as it deems appropriate to prevent dilution on account of any issuance of shares of the Company's Common Stock in a merger or similar corporate transaction.

Recapitalization and Reorganization. (a) a. If the outstanding shares of the Common Stock of the Company are subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue Common Stock as a dividend or upon a stock split, then the number and kind of shares then purchasable upon exercise of the Option and the Exercise Price hereunder shall be proportionately adjusted. However, no such adjustment shall change the total purchase price of a complete exercise of the unexercised portion of the Option. Adjustments under this Section shall be made by the Company's independent public accountants. In computing any such adjustments, any fractional share which might otherwise become subject to the Option shall be eliminated and be paid in cash. (b) b. In the event of (i) the dissolution or liquidation of the Company or (ii) a merger or consolidation in which (A) the Company does not survive as a publicly owned corporation with securities registered under the Exchange Act and (B) the agreements governing such merger or consolidation do not provide for the issuance of substitute options with substantially equivalent terms as determined by the Board in lieu of the Option or for the express assumption (within the meaning of Section 424(a) of the Code) of the Option by the surviving corporation, the Board shall declare that the Option shall terminate as of a date to be fixed by the Board (the "Termination Date"), provided that the Board shall cause to be delivered not less than thirty (30) days before the Termination Date written notice of the Termination Date to HolderHolder and, and provided the Option has theretofore been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, Holder shall have the right, during the period Period between the receipt of the written notice and the Termination Date to exercise the Option, in whole or in part, whether or not all or any part of the Option would not otherwise be exercisable; provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, abovewhole, on the Effective Date. To the extent that the Option is not exercised in its entirety on or prior to the Termination Date, the Option and any and all rights then remaining hereunder shall expire and terminate as of the Termination Date. (c) In c. Provided the event Option or the Plan has been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, upon a "Change in Control of Employer" (as defined in the Employment Agreement) occurs prior to October 1, 1997", the Option Option, if not already exercisable in accordance with its terms, shall become immediately exercisable, exercisable in whole or in part, to the extent provided in paragraph (b) of Section 2, above. (d) d. In the event of a "Change in Control of Employer" pursuant to which substitute options are offered to Optionee in place of the Option herein granted or the surviving corporation offers to assume the Option, the Board shall cause to be delivered not less than thirty (30) days before the effective date of such "Change in Control of Employer" (the "Effective Date") written notice of the Effective Date to Optionee and provided the Option has theretofore been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, Optionee shall have the right to elect (i) to accept such substitute options or assumption, assumption or (ii) to exercise the Option, in whole or in part, to the extent provided in paragraph (b) of Section 2, above, prior to the Effective Date (and such notice shall so state); provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have rejected any substitute options offered to Optionee and any offer to assume the Option and to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, abovewhole, on the Effective Date.

Recapitalization and Reorganization. (a) If the outstanding shares of the Common Stock of the Company are subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue Common Stock as a dividend or upon a stock split, then the number and kind of shares then purchasable upon exercise of the Option and the Exercise Price hereunder shall be proportionately adjusted. However, no such adjustment shall change the total purchase price of a complete exercise of the unexercised portion of the Option. Adjustments under this Section shall be made by the Company's independent public accountants. In computing any such adjustments, any fractional share which might otherwise become subject to the Option shall be eliminated and be paid in cash. (b) In the event of (i) the dissolution or liquidation of the Company or (ii) a merger or consolidation in which (A) the Company does not survive as a publicly owned corporation with securities registered under the Exchange Act and (B) the agreements governing such merger or consolidation do not provide for the issuance of substitute options with substantially equivalent terms as determined by the Board in lieu of the Option or for the express assumption (within the meaning of Section 424(a) of the Code) of the Option by the surviving corporation, the Board shall declare that the Option shall terminate as of a date to be fixed by the Board (the "Termination Date"), provided that the Board shall cause to be delivered not less than thirty (30) days before the Termination Date written notice of the Termination Date to HolderHolder and, and provided the Option has theretofore been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, Holder shall have the right, during the period between the receipt of the written notice and the Termination Date to exercise the Option, in whole or in part, whether or not all or any part of the Option would not otherwise be exercisable; provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, abovewhole, on the Effective Date. To the extent that the Option is not exercised in its entirety on or prior to the Termination Date, the Option and any and all rights then remaining hereunder shall expire and terminate as of the Termination Date. (c) In Provided the Option has been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, in the event a "Change in Control of Employer" (as defined in the Employment Agreement) occurs prior to October 1, 1997, the Option shall become immediately exercisable, in whole or in part, to the extent provided in paragraph (b) of Section 2, above. (d) In the event of a "Change in Control of Employer" pursuant to which substitute options are offered to Optionee in place of the Option herein granted or the surviving corporation offers to assume the Option, the Board shall cause to be delivered not less than thirty (30) days before the effective date of such "Change in Control of Employer" (the "Effective Date") written notice of the Effective Date to Optionee and and, provided the Option has theretofore been approved or ratified by the Company's shareholders as contemplated by the provisions of Section 1 above, Optionee shall have the right to elect (i) to accept such substitute options or assumption, assumption or (ii) to exercise the Option, in whole or in part, to the extent provided in paragraph (b) of Section 2, above, prior to the Effective Date (and such notice shall so state); provided, however, that unless Optionee shall deliver to the Company written notice to the contrary at least three (3) business days prior to the Effective Date, the Optionee and every Holder shall be deemed to have rejected any substitute options offered to Optionee and any offer to assume the Option and to have delivered to the Company a notice of exercise of the Option, in whole to the extent provided in paragraph (b) of Section 2, abovewhole, on the Effective Date.