Common use of Recapitalizations Clause in Contracts

Recapitalizations. Subject to any required action by shareholders, the number of Shares covered by this Option and the Exercise Price thereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Subject to any required action by shareholders, if the Company is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Shares subject to this Option would have been entitled. If the Company is not the surviving corporation in any merger or consolidation, then this Option shall be fully vested and exercisable until five (5) days prior to such merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction for the continuance of the Plan or the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices. A dissolution or liquidation of the Company shall cause this Option to terminate. Except as expressly provided in this Section 9, the Director shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to this Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Recapitalizations. Subject to any required action by shareholdersthe provision of the Plan, if the number outstanding shares of Shares covered by the class then subject to this Option and the Exercise Price thereof shall be proportionately are adjusted for any increase or decrease in the number of issued Shares shares of Common Stock resulting from a subdivision or consolidation of Shares Common Stock or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares shares of Common Stock effected without receipt of consideration by the CompanyCorporation for the issuance of such shares, appropriate adjustments shall be made in the number and /or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregated Exercise Price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the Exercise Price per share and/or an adjustment in the number of shares available under this Option agreement. Subject to any required action by shareholdersthe provisions of the Plan, if the Company Corporation is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Shares Common Stock subject to this the Option would have been entitled. If In the Company event of a merger or consolidation in which the Corporation is not the surviving corporation in any merger or consolidationcorporation, then the date of exercisability of this Option shall be fully vested and exercisable until five (5) days accelerated to a date prior to such merger or consolidation, unless, in order to qualify for “pooling-of-interest” treatment, the agreement of merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction provides for the continuance assumption of the Plan or Option by the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesCorporation. A dissolution or liquidation To the extent that the foregoing adjustments relate to securities of the Company Corporation, such adjustments shall cause this Option to terminatebe made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 916, the Director Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock Common Stock of any class, the payment of any stock Common Stock dividend or any other increase or decrease in the number of shares of stock Common Stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or common stock of another corporation, and any issue by the Company Corporation of shares of stock Common Stock of any class, or securities convertible into shares of stock Common Stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the Exercise Price or the number or Exercise Price of Shares Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Recapitalizations. Subject to any required action by shareholdersthe provisions of the Plan, if the number outstanding shares of Shares covered by the class then subject to this Option and the Exercise Price thereof shall be proportionately are adjusted for any increase or decrease in the number of issued shares of Common Shares resulting from a subdivision or consolidation of Common Shares or the payment of a stock dividend (but only of Common StockShares) or any other increase or decrease in the number of issued shares of Common Shares effected without receipt of consideration by the Company, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregated exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. Subject to any required action by shareholdersthe provisions of the Plan, if the Company is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Common Shares subject to this the Option would have been entitled. If In the event of a merger or consolidation in which the Company is not the surviving corporation in any merger or consolidationcorporation, then the date of exercisability of this Option shall be fully vested and exercisable until five (5) days accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction provides for the continuance assumption of the Plan or Option by the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesCompany. A dissolution or liquidation To the extent that the foregoing adjustments relate to securities of the Company Company, such adjustments shall cause this Option to terminatebe made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 919, the Director Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock Common Share dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock shares of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Purchase Price of Common Shares subject to this Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Recapitalizations. Subject to any required action by shareholdersthe provision of the Plan, if the number outstanding shares of Shares covered by the class then subject to this Option and the Exercise Price thereof shall be proportionately are adjusted for any increase or decrease in the number of issued shares of Common Shares resulting from a subdivision or consolidation of the Common Shares or the payment of a stock dividend (but only of Common StockShares) or any other increase or decrease in the number of issued shares of Common Shares effected without receipt of consideration by the Company, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregated exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. Subject to any required action by shareholdersthe provisions of the Plan, if the Company is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Common Shares subject to this the Option would have been entitled. If In the event of a merger or consolidation in which the Company is not the surviving corporation in any merger or consolidationcorporation, then the date of exercisability of this Option shall be fully vested and exercisable until five (5) days accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction provides for the continuance assumption of the Plan or Option by the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesCompany. A dissolution or liquidation To the extent that the foregoing adjustments relate to securities of the Company Company, such adjustments shall cause this Option to terminatebe made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 919, the Director Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock Common Shares of any class, the payment of any stock Common Share dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or common stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Purchase Price of Common Shares subject to this an Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Recapitalizations. Subject to any required action by shareholdersstockholders, the number of Option Shares covered by this Option and the Exercise Price thereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Subject to any required action by shareholdersstockholders, if the Company is the surviving corporation in any merger or consolidation, this the Option shall pertain and apply to the securities to which a holder of the number of Option Shares subject to this Option would have been entitled. If In the event of a merger or consolidation in which the Company is not the surviving corporation in any merger or consolidationcorporation, then this the date of exercisability of the Option shall be fully vested and exercisable until five (5) days accelerated to a date prior to such merger of consolidation, and the Optionee shall have at least thirty (30) days' notice of such accelerated exercise date, unless the agreement of merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction provides for the continuance assumption of the Plan or Option by the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesCompany. A dissolution or liquidation To the extent that the foregoing adjustments relate to securities of the Company Company, such adjustments shall cause this Option to terminatebe made by the Committee, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 919, the Director Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to this Optionthe Option Shares. The grant of this the Option shall not affect in any way the right or power of the Company to make made adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Recapitalizations. Subject to any required action by shareholders, ----------------- the number of Shares shares of Stock covered by this Option and the Exercise Option Price thereof hereof specified in Paragraph 2 above shall be proportionately adjusted for any increase or of decrease in the number of issued Shares shares of Stock resulting from a subdivision or consolidation of Shares Stock or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares shares of Stock effected without receipt of consideration by the CompanyCorporation. Subject to any required action by shareholders, if the Company Corporation is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Shares Stock subject to this the Option would have been entitled. If In the Company event of a merger or consolidation in which the Corporation is not the surviving corporation in any merger or consolidationcorporation, then the date of exercisability of this Option shall be fully vested and exercisable until five (5) days accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation (but shall terminate thereafter) unless provisions are made in connection with such transaction provides for the continuance assumption of the Plan or Option by the assumption or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesCorporation. A dissolution or liquidation To the extent that the foregoing adjustments relate to securities of the Company Corporation, such adjustments shall cause this Option to terminatebe made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 9Paragraph 18, the Director Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Option Price of Shares Stock subject to this an Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.