Common use of Recapitalization; Merger and Consolidation Clause in Contracts

Recapitalization; Merger and Consolidation. If the shares of the Company’s Stock as a whole are increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares of Stock subject to this Agreement and in number, kinds, and per share exercise price of shares subject to unexercised Options or portions thereof granted prior to such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment. If the Company or the Stockholders of the Company enter into an agreement to dispose of all or substantially all of the assets or capital stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation, or otherwise, all installments under this Option Agreement shall become immediately exercisable with respect to the full number of shares subject to this Option Agreement, and the Options granted hereby shall terminate and become unexercisable unless exercised during the period commencing as of the later of the date of execution of such agreement, or six (6) months after the date the Option is granted, and ending as of the earlier of the Option Expiration Date, or the date on which the disposition of assets or capital stock contemplated by the agreement is consummated. Notwithstanding the foregoing, in the event that any such agreement shall be terminated without consummating the disposition of said stock or assets: (i) any unexercised non-vested installments that had become exercisable soley by reason of the provisions of this Subsection 4(e) shall again become non-vested and unexercisable as of said termination of such agreement, and (ii) the exercise of any option that had become exercisable solely by reason of this Subsection 4(e) shall be deemed ineffective and such installments shall again become non-vested and unexercisable as of said termination of such agreement. Notwithstanding the foregoing provisions, the Board (or the Committee, if so authorized by the Board) may, at its election and subject to the approval of the corporation purchasing or acquiring the stock or assets of the Company (the “surviving corporation”), arrange for the Optionee to receive upon surrender of Optionee’s Option a new option covering shares of the surviving corporation in the same proportion, at an equivalent option price and subject to the same terms and conditions as the old Option. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to such new option immediately after consummation of such disposition of stock or assets over the aggregate option price of such shares of the surviving corporation shall not be more than the excess of the aggregate fair market value of all shares subject to the old Option immediately before consummation of such disposition of stock and assets over the aggregate Option Price of such shares of the Company, and the new option shall not give the Optionee additional benefits which such Optionee did not have under the old Option or deprive the Optionee of benefits which the Optionee had under the old Option. If such substitution of options is effectuated, the Optionee’s rights under the old Option shall thereupon terminate. Any determination made by the Board with respect to any matter referred to in this Paragraph 4 shall be final and conclusive on all persons affected thereby. Employment by the Company shall be deemed to include employment of the Optionee by, and to continue during any period in which the Optionee is in the employ of, any subsidiary.

Recapitalization; Merger and Consolidation. If a. After the granting of this Option, if the number of shares of the Company’s Stock issued and outstanding as a whole are is increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made with respect to the unexercised portion of this Option in the number number, kinds and kinds per-share exercise price of shares of Stock subject to this Agreement and in number, kinds, and per share exercise price of shares subject to unexercised Options or portions thereof granted prior to such changeOption. Any such adjustment in an outstanding this Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of stock Stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment. . b. If the Company or the Stockholders of the Company enter into an agreement to dispose of all or substantially all of the assets or capital stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation, or otherwise, all installments under then subject to the other provisions of this Section 6, this Option Agreement shall become immediately exercisable with respect to the full number of shares subject to this Option Agreementbe fully vested, and the Options granted hereby shall thereafter terminate and become unexercisable unexerciseable unless exercised during the period commencing as of the later of the date of execution of such agreement, or six (6) months after the date the Option is granted, and ending as of before the earlier of the Option Expiration Date, Date or the date on which the Company consummates the disposition of assets or capital stock contemplated by the agreement is consummated. agreement. c. Notwithstanding the foregoingforegoing provisions of this Section, if any agreement referred to in the event that any such agreement Section 6(b) shall be terminated without consummating the disposition of said stock or assetsconsummation: (i) i. any unexercised non-vested installments portion of this Option that had become vested and exercisable soley solely by reason of the provisions of this Subsection 4(eSection 6(b) shall again become non-vested and unexercisable unexerciseable as of said termination of such agreement, and (ii) . the exercise of any option portion of the Option that had become vested and exercisable solely by reason of this Subsection 4(eSection 6(b) shall be deemed ineffective ineffective, and such installments portion shall again become non-vested and unexercisable unexerciseable as of said the termination of such agreement. agreement without consummation. d. Notwithstanding the foregoing provisionsprovisions of this Section, if the number of shares of Stock issued and outstanding as a whole is increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, the Board (or the Committee, if so authorized by the Board) of Directors may, at its election and subject to the approval of the corporation purchasing or acquiring the stock or assets of the Company (the “surviving corporation”)election, arrange for the Optionee to receive upon surrender of Optionee’s Option and upon consummation of the Transaction, a new option covering shares of the surviving corporation in the same proportion, at an equivalent option exercise price and subject to the same terms and conditions as the old this Option, in which case Section 6(a), (b) and (c) shall be ineffective. For purposes of the preceding sentence, the excess of the aggregate fair market value Fair Market Value of the shares subject to such new option immediately after consummation of such disposition of stock Stock or assets over the aggregate option price Exercise Price of such shares of the surviving corporation shall not be more than the excess of the aggregate fair market value Fair Market Value of all the shares subject to the old this Option immediately before consummation of such disposition of stock Stock and assets over the aggregate Option Exercise Price of such shares of the Company, and the . The new option shall not give the Optionee additional benefits which such the Optionee did does not have under the old this Option or deprive the Optionee of benefits which the Optionee had has under the old this Option. If such substitution of options is effectuated, the Optionee's shall have the rights set forth in the new option, and the Optionee’s rights under the old this Option shall thereupon terminate. Any determination made by the Board with respect to any matter referred to in this Paragraph 4 shall be final and conclusive on all persons affected thereby. Employment by the Company shall be deemed to include employment of the Optionee by, and to continue during any period in which the Optionee is in the employ of, any subsidiary.

Recapitalization; Merger and Consolidation. If (a) Other than pursuant to any conversion rights set forth in the charter of the Company, if the shares of the Company’s Common Stock as a whole class are increased, decreaseddecreased or changed into, or changed into or exchanged for for, a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares of Stock securities subject to this Agreement the Plan and in the number, kinds, kinds and per share exercise price of shares of Stock subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of stock Stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment. If . (b) Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon the Stockholders sale of the Company enter into an agreement to dispose of all or substantially all of the assets or capital stock property of the Company by means of a saleto another corporation, merger, consolidation, reorganization, liquidation, or otherwise, all installments under this Option Agreement shall become immediately exercisable with respect to the full number of shares subject to this Option Agreement, Plan and the Options granted hereby issued thereunder shall terminate and become unexercisable terminate, unless exercised during provision is made in connection with such transaction for the period commencing as assumption of Options theretofore granted, or the substitution for such Options of new Options of the later successor employer corporation or a parent or subsidiary thereof, with appropriate adjustment as to the number and kinds of securities and the date of execution per share exercise prices. In the event of such agreementtermination, all outstanding Options shall be exercisable in full for at least thirty (30) days whether or six (6) months after not otherwise exercisable during such period but not later than the date the Option is granted, and ending as of the earlier of the Option Expiration Date, or the date on which the disposition of assets or capital stock contemplated by the agreement is consummated. Notwithstanding the foregoing, in the event that any such agreement shall be terminated without consummating the disposition of said stock or assets: (i) any unexercised non-vested installments that had become exercisable soley by reason of the provisions of this Subsection 4(e) shall again become non-vested and unexercisable as of said termination of such agreement, and (ii) the exercise of any option that had become exercisable solely by reason of this Subsection 4(e) shall be deemed ineffective and such installments shall again become non-vested and unexercisable as of said termination of such agreement. Notwithstanding the foregoing provisions, the Board (or the Committee, if so authorized by the Board) may, at its election and subject to the approval of the corporation purchasing or acquiring the stock or assets of the Company (the “surviving corporation”), arrange for the Optionee to receive upon surrender of Optionee’s Option a new option covering shares of the surviving corporation in the same proportion, at an equivalent option price and subject to the same terms and conditions as the old Option. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to such new option immediately after consummation of such disposition of stock or assets over the aggregate option price of such shares of the surviving corporation shall not be more than the excess of the aggregate fair market value of all shares subject to the old Option immediately before consummation of such disposition of stock and assets over the aggregate Option Price of such shares of the Company, and the new option shall not give the Optionee additional benefits which such Optionee did not have under the old Option or deprive the Optionee of benefits which the Optionee had under the old Option. If such substitution of options is effectuated, the Optionee’s rights under the old Option shall thereupon terminate. Any determination made by the Board with respect to any matter referred to in this Paragraph 4 shall be final and conclusive on all persons affected thereby. Employment by the Company shall be deemed to include employment of the Optionee by, and to continue during any period in which the Optionee is in the employ of, any subsidiaryOptions would otherwise expire.