Common use of Recapitalizations and Corporate Changes Clause in Contracts

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock in respect of which this Option has not been exercised shall be adjusted so that this Option shall thereafter cover the number and class of shares of stock and securities to which Employee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, Employee had been the holder of record of the number of shares of Stock then covered by this Option. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 40% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors (defined below), the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the shareholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Board or Committee, acting in its sole discretion without the consent or approval of Employee, shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by Employee: (1) accelerate the time at which this Option may be exercised so that

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock in respect of which covered by this Option has not been exercised shall be adjusted so that this the Option shall thereafter cover the number and class of shares of capital stock and securities to which Employee the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, Employee the holder had been the holder of record of the number of shares of Stock then covered by this the Option. If (i) the Company shall not be the surviving merges with or into any entity in any merger or consolidation (or survives only as is a subsidiary of an entity)party to a consolidation, (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person Person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person Person or entity, including a “group” as contemplated by Section section 13(d)(3) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”), acquires or gains ownership or control (including, without limitation, power to vote) of more than 4050% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors (defined below)the members of the Board, the persons who were Directors members of the Company Board before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the shareholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Board or Committee, acting in its sole discretion without the consent or approval of Employee, Committee shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by Employeealternatives: (1A) accelerate the time at which this Option may be exercised so thatthat the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which date the Option, to the extent unexercised, and all rights of the holder thereunder shall terminate, (B) require the mandatory surrender to the Company of this Option (irrespective of whether the Option is then exercisable) as of a date, before or after such Corporate Change, specified by the Committee in which event the Committee shall thereupon cancel the Option and pay or cause to be paid to the holder the securities or other property (including, without limitation, cash) exchanged for the shares of Stock subject to such Option that the holder would have been entitled to pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C) make such adjustment to the Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the Option), or (D) provide that the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Change.

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Series D-2 Preferred Stock in respect of which this covered by an Option has not been exercised theretofore granted shall be adjusted so that this such Option shall thereafter cover the number and class of shares of stock and securities to which Employee the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, Employee the Holder had been the holder of record of the number of shares of Series D-2 Preferred Stock then covered by this such Option. If (i) the Company shall is a party or bound by a merger or consolidation (whether or not be the Company is the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 ActSecurities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 4050% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors (defined below)Directors, the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the shareholders stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Board or Committee, acting in its sole discretion without the consent or approval of Employeeany Holder, shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Optionalternatives, which alternatives may vary among individual holders of options or other derivative or other securities of the Company Holders and which may vary among options or other derivative or other securities of the Company Options held by Employeeany individual Holder: (1) accelerate the time at which this Option Options then outstanding may be exercised so thatthat such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected Holders of some or all of the outstanding Options held by such Holders (irrespective of whether such Options are then exercisable under the provisions of this Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and cause the Company to pay to each Holder an amount of cash per share equal to the excess, if any, of the amount calculated in Section 9.4 below (the “Change of Control Value”) of the shares subject to such Option over the exercise price(s) under such Options for such shares, or (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Series D-2 Preferred Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion.

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock in respect of which this Option has not been exercised shall be adjusted so that this Option shall thereafter cover the number and class of shares of stock and securities to which Employee Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, Employee Optionee had been the holder of record of the number of shares of Stock then covered by this Option. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 40% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors (defined below), the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the shareholders stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Board or Committee, acting in its sole discretion without the consent or approval of EmployeeOptionee, shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by EmployeeOptionee: (1) accelerate the time at which this Option may be exercised so thatthat it may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date, this Option, to the extent theretofore not exercised, and all rights of Optionee in respect thereof shall terminate, (2) require the mandatory surrender to the Company by Optionee of this Option (irrespective of whether it then is exercisable) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel this Option and the Company shall pay (or cause to be paid) to Optionee an amount of cash per share equal to the excess, if any, of the Change of Control Value (as calculated in accordance with subparagraph (d) below) of the shares subject to this Option over the exercise price under this Option for such shares, or (3) make such adjustments to this Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to this Option), including, without limitation, adjusting this Option to provide that the number and class of shares of Stock covered by this Option shall be adjusted so that this Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as