Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder shall be entitled to receive options covering shares of such reorganized, consolidated or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreement. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value of the shares subject to the option over the aggregate option price of such shares immediately before such reorganization, consolidation or merger, and the new option or assumption of old option shall not give the Option Holder additional benefits which were not provided under the old option, or deprive the Option Holder of benefits which were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares Shares subject to the option and the 2 option price per share for them shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares Shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares Shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation consolidation, or merger, and merger over the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were he did not provided under the old option, or deprive the Option Holder of benefits which were available have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued common shares of common stock of the Corporation Company shall be increased or reduced by a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares subject to the option and the option price per share for them shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares of such reorganized, reorganized consolidated or merged company in the same proportion, proportion at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation or merger, and merger over the aggregate option price of such shares. The new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were he did not provided under the old option, or deprive the Option Holder of benefits which were available have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the issuance of a new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were the Optionee did not provided have under the old option, or deprive the Option Holder Optionee of benefits which were available the Optionee had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or <PAGE> consolidated or merged with another corporation, the Option Holder Employee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Employee additional benefits which were he did not provided have under the old option, or deprive the Option Holder him of benefits which were available he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares Option Shares subject to the this option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportionportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to this option immediately after the option reorganization, consolidation, or merger over the aggregate option price of such shares shall be equal to the excess of the aggregate fair market value of all Option Shares subject to this option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such Option Shares, and the new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were Optionee did not provided have under the old option, or deprive the Option Holder Optionee of benefits which were available Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder shall be entitled to receive options covering shares of such reorganized, consolidated or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreement. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value of the shares subject to the option over the aggregate option price of such shares immediately after the reorganization, consolidation or merger shall not be more than the option price of such shares immediately before such reorganization, consolidation or merger, and the new option or assumption of the old option shall not give the Option Holder additional benefits which were not provided under the old option, or deprive the Option Holder of benefits which were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares Shares subject to the option and the 5 option price per share for them shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares Shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares Shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation consolidation, or merger, and merger over the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were he did not provided under the old option, or deprive the Option Holder of benefits which were available have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation shall be increased or reduced by a change in par value, split - up, reclassification, reverse split, distribution of a dividend payable in stockshares, or the like, the number of shares subject to the option Option Shares and the option price per share Purchase Price for them shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder Employee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company Corporation in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this AgreementOption Shares. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all Option Shares immediately before such reorganization, consolidation or merger, and the new option or assumption of old option shall not give the Option Holder additional benefits which were not provided under the old optionconsolidation, or deprive merger over the aggregate Purchase Price of such Option Holder of benefits which were available under the old optionShares.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Employee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the <PAGE> preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Employee additional benefits which were he did not provided have under the old option, or deprive the Option Holder him of benefits which were available he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder Consultant shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares immediately before such reorganization, consolidation or mergershares, and the new option or assumption of the old option shall not give the Option Holder Consultant additional benefits which were the Consultant did not provided have under the old option, or deprive the Option Holder Consultant of benefits which were available the Consultant had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporationcompany, the Option Holder Optionee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were the Optionee did not provided have under the old option, or deprive the Option Holder Optionee of benefits which were available the Optionee had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Employee shall be entitled to receive options covering shares of such reorganized, consolidated <PAGE> consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Employee additional benefits which were he did not provided have under the old option, or deprive the Option Holder him of benefits which were available he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares Shares subject to the this option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportionportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementset forth herein. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares Shares subject to this option immediately after the option reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall be the same as aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such Shares, and the new option or assumption of the old option shall not give the Option Holder Optionee additional benefits which were Optionee did not provided have under the old option, or deprive the Option Holder Optionee of benefits which were available Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Option Holder Director shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Director additional benefits which were the Director did not provided have under the old option, or deprive the Option Holder Director of benefits which were available the Debtor had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued common shares of common stock of the Corporation Company shall be increased or reduced by a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares subject to the option and the option price per share for them shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder _____________________ shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or merger, and merger over the aggregate option price of such shares. The new option or assumption of the old option shall not give the Option Holder _____________________________ additional benefits which were he did not provided under the old option, or deprive the Option Holder of benefits which were available have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Company shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Director shall be entitled to receive options covering shares of such reorganized, consolidated consolidated, or merged company (or its parent company) in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Director additional benefits which were he did not provided have under the old option, or deprive the Option Holder him of benefits which were available he had under the old option.. <PAGE>

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock Common Stock of the Corporation Company shall be increased or reduced by a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares Shares subject to the option and the option Option price per share for them shall be proportionately adjusted. If the Corporation Company is reorganized or consolidated or merged with another corporation, the Option Holder Optionee shall be entitled to receive options covering shares Shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares Shares subject to the option Option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation consolidation, or merger, and merger over the aggregate option price of such Shares. The new option or assumption of the old option Option shall not give the Option Holder Optionee additional benefits which were he did not provided have under the old option, or deprive the Option Holder of benefits which were available under the old optionOption.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Corporation Bank shall be increased or reduced by change chanqe in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Corporation Bank is reorganized or Or consolidated or merged with another corporationBank, the Option Holder Participant shall be entitled to receive options covering Covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent eqivalent price, and subject to the same conditions as the options granted pursuant to this Agreementconditions. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation consolidation, or mergermerger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Option Holder Participant additional benefits which were he did not provided have under the old option, or deprive the Option Holder him of benefits which were available he had under the old option.