Common use of Adjustments to Options Clause in Contracts

Adjustments to Options. The Exercise Price and the number of shares of Common Stock and classes of capital stock of the Client purchasable upon the exercise of each Option are subject to adjustment from time to time as follows: (a) If the Client (i) pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares; (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its shares of Common Stock any shares of its capital stock; then the number and class of shares purchasable upon exercise of each Option in effect immediately prior to such action shall be adjusted so that the holder of any Option thereafter exercised may receive the number and classes of shares of capital stock of the Client which such holder would have owned immediately following such action if such holder had exercised the Option immediately prior to such action. (b) If the Client is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Client's obligations under this Agreement. (c) Upon consummation of such transaction the Options shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of an Option would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Option immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Client shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Option to, concurrently with the consummation of such transaction, assume the Client's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be a nearly equivalent as may be practical to the adjustments provided herein.

Adjustments to Options. The Exercise 10.1 In the event there is a material alteration in the capital structure of the Company on account of a reorganization, merger, recapitalization stock split, reverse stock split, stock dividend or otherwise, then the Administrative Committee shall make such adjustments to this Plan, and to the Incentive Stock Options then outstanding and thereafter granted under this Plan, as the Administrative Committee determines to be appropriate and equitable under the circumstances. Such adjustments may include, without limitation (a) a change in the number or kind of shares of stock of the Company covered by the Incentive Stock Options, and/or (b) a change in the Option Price payable per share; provided, however, that the aggregate Option Price applicable to the unexercised portion of existing Incentive Stock Options shall not be altered, it being intended that any adjustments made with respect to the Incentive Stock Options shall apply only to the price per share and the number of shares subject thereto. For purposes of this Section 10.1, neither (i) the issuance of additional shares of Common Stock or other securities of the Company in exchange for adequate consideration (including services), nor (ii) the conversion into Common Stock of any securities of the Company now or hereafter outstanding, shall be deemed material alterations in the capital structure of the Company. In the event the Administrative Committee shall determine that the nature of a material alteration in the capital structure of the Company is such that it is not feasible or advisable to make adjustments to this Plan or to the Incentive Stock Options granted hereunder, such event shall be deemed a Terminating Event as defined in Section 10.2 below. 10.2 In the event of (a) the dissolution or liquidation of the Company, (b) a merger or other reorganization of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company or a material division of the Company, (d) a sale or other transfer, pursuant to a tender offer or otherwise, of more than fifty percent (50%) of the then outstanding shares of Common Stock of the Company, (e) an acquisition by the Company resulting in an extraordinary expansion of the Company’s business or the addition of a material new line of business, or (f) a material change in the capital structure of the Company that is subject to this Section 10.2 in accordance with the last sentence of Section 10.1 above (any of such events is herein referred to as a “Terminating Event”), the Administrative Committee shall determine whether provision will be made in connection with the Terminating Event for an appropriate assumption of the Incentive Stock Options theretofore granted under this Plan (which assumption may be effected by means of a payment to each Optionee (by the Company or any other person or entity involved in the Terminating Event), in cancellation of the Incentive Stock Options held by him or her, of the difference between the then fair market value of the aggregate number of shares of Common Stock then subject to the Incentive Stock Options and classes the aggregate exercise price that would have to be paid to acquire such shares) or for substitution of capital appropriate new options covering stock a successor corporation to. the Company or stock of the Client purchasable upon the exercise an Affiliate of each Option are subject to adjustment from time to time as follows: (a) such successor corporation. If the Client Administrative Committee determines that such an appropriate assumption or substitution will be made, it shall give notice of such determination to Optionees under this Plan, and the provisions of such assumption or substitution, amid any adjustments made, (i) pays a dividend to the number and kind of shares subject to the Incentive Stock Options outstanding under this Plan (or makes a distribution on its Common Stockto options issued in substitution therefor), in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; to the Option Prices, and/or (iii) combines its outstanding shares to the terms and conditions of Common the incentive Stock into a smaller number of shares; (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its shares of Common Stock any shares of its capital stock; then the number and class of shares purchasable upon exercise of each Option in effect immediately prior to such action Options, shall be adjusted so binding upon such Optionees. If the Administrative Committee determines that no such assumptions or substitution will be made, it shall give notice of such determination to the holder optionees, whereupon each Optionee shall have the right for period of thirty (30) days following such notice to exercise in full or in part any Option thereafter exercised may receive the number and classes of shares of capital stock of the Client unexercised or unexpired Incentive Stock Options then held by him or her, without regard to any contingent vesting provision to which such holder would Incentive Stock Options may have owned immediately following such action if such holder had exercised otherwise been subject pursuant to Section 5.1(e). Upon the Option immediately prior to such action. expiration of said period of thirty (b30) If the Client is a party to a consolidationdays, merger or transfer of assets which reclassifies or changes its all Incentive Stock Options then outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Client's obligations under this Agreement. (c) Upon consummation of such transaction the Options shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of an Option would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Option immediately before the effective date of such transaction. As a condition expire to the consummation of such transactionextent not earlier exercised, the Client and this Plan shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Option to, concurrently with the consummation of such transaction, assume the Client's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be a nearly equivalent as may be practical to the adjustments provided hereinterminate.

Adjustments to Options. The Exercise Price and the number of shares of Common Stock and classes of capital stock of the Client Company purchasable upon the exercise of each Option are subject to adjustment from time to time as follows: (a) If the Client Company: (i) pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares; (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its shares of Common Stock any shares of its capital stock; then the number and class classes of shares purchasable upon exercise of each Option in effect immediately prior to such action shall be adjusted so that the holder of any Option thereafter exercised may receive the number and classes of shares of capital stock of the Client Company which such holder would have owned immediately following such action if such holder had exercised the Option immediately prior to such action. (b) If the Client is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Client's obligations under this Agreement. (c) Upon consummation of such transaction the Options shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of an Option would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Option immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Client shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Option to, concurrently with the consummation of such transaction, assume the Client's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be a as nearly equivalent as may be practical to the adjustments provided herein.

Adjustments to Options. The Exercise Price and the number of shares of Common Stock and classes of capital stock of the Client purchasable upon the exercise of each Option are subject to adjustment from time to time as follows: (a) A. If the Client Client: (i) pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares; (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its shares of Common Stock any shares of its capital stock; then the number and class classes of shares purchasable upon exercise of each Option in effect immediately prior to such action shall be adjusted so that the holder of any Option thereafter exercised may receive the number and classes of shares of capital stock of the Client which such holder would have owned immediately following such action if such holder had exercised the Option immediately prior to such action. (b) B. If the Client is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Client's obligations under this Agreement. (c) C. Upon consummation of such transaction the Options shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of an Option would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Option immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Client shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Option to, concurrently with the consummation of such transaction, assume the Client's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be a as nearly equivalent as may be practical to the adjustments provided herein.