Common use of Additional Credits Clause in Contracts

Additional Credits. (a) Whenever the Company shall pay any dividends (other than in Common Stock) upon issued and outstanding Common Stock, or make any distribution (other than in Common Stock) with respect thereto, there shall be credited to each Sub-Account of the Executive a number of Share Units determined by multiplying the "fair value" of any dividend (or other distribution) made by the Company with respect to one share of its Common Stock by the number of Share Units in that Sub-Account and then dividing that product by the Fair Market Value of a share of Common Stock on the date of such dividend or distribution. In the case of a cash dividend or distribution, the "fair value" thereof shall be the amount of such cash, and, in the case of any other dividend or distribution, the "fair value" thereof shall be such amount as shall be determined in good faith by the Administrator. (b) If the Company pays any dividend or distribution upon its issued and outstanding Common Stock payable in additional shares of such Common Stock there shall be credited to each Sub-Account of the Executive a number of Share Units equal to the product obtained by multiplying (i) the number of Share Units in that Sub-Account at the time of payment by (ii) the number of shares of Common Stock issued as a stock dividend or distribution by the Company with respect to one share of its Common Stock, and the Per Share Cap shall be appropriately and proportionately adjusted. (c) In the event of a stock split, reverse stock split, recapitalization, reorganization, merger, consolidation or like change in the capital structure of the Company affecting the Common Stock of the Company not addressed by Section 3.2(a) or (b), if the Administrator shall determine that such change equitably requires an adjustment in the number or kind of Share Units then allocated to the Executive's Sub-Accounts, or other computations or amounts under the Agreement based upon Common Stock or its value including but not limited to the Per Share Cap, such adjustment shall be made by the Administrator in its sole discretion and shall be conclusive and binding for all purposes of the Agreement. In the event of a liquidation of the Company, or a merger, reorganization, or consolidation of the Company with any other corporation in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another corporation, if the surviving corporation in any such merger, reorganization, or consolidation does not assume the Award or agree to issue a substitute award in place thereof, then any unvested portion of the Award shall vest in full and become payable in accordance with Section 4.4 of this Agreement immediately prior to such liquidation, merger, reorganization, or consolidation.