Common use of Certain Other Transactions Clause in Contracts

Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall, in its absolute discretion, have the power to take any action the Committee deems appropriate, including, without limitation, to: (A) provide for the exchange of any Award outstanding immediately prior to such event (whether or not then exercisable) for an award with respect to, as appropriate, some or all of the property for which the stock underlying such Award is exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee, in the exercise price of the Options, if applicable, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participants in partial consideration for the exchange of the Awards as the Committee may consider appropriate to prevent dilution or enlargement of rights; (B) cancel, effective immediately prior to the occurrence of such event, any Award outstanding immediately prior to such event (whether or not then exercisable or Vested), and in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each share of Common Stock subject to such Award, equal to (i) with respect to an Option, the excess of (1) the value, as determined by the Committee in its absolute discretion, of securities and property (including cash) received by the holder of a share of Common Stock as a result of such event over (2) the Exercise Price of such Option; or (ii) with respect to Restricted Stock, the value, as determined by the Committee, in its absolute discretion, of the securities and property (including cash) received by the holder of a share of Common Stock as a result of such event; or (C) provide for any combination of (A) or (B).

Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Company Stock receive securities of another corporation and/or other property, including cash, the Committee Board shall, in its absolute discretion, have the power to take any action the Committee deems appropriate, including, without limitation, to: (A) provide for the exchange of any Award outstanding immediately prior to such event (whether or not then exercisable) for an award with respect to, as appropriate, some or all of the property for which the stock underlying such Award is exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee, in the exercise price of the Options, if applicable, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participants in partial consideration for the exchange of the Awards as the Committee may consider appropriate to prevent dilution or enlargement of rights; (B) cancel, effective immediately prior to the occurrence of such event, any Award the Options outstanding immediately prior to such event (whether or not then exercisable or Vestedexercisable), and and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted Executive an amount in cash, for each share of Common Stock subject to such Awardthe Options, equal to (i) with respect to an Option, the excess of (1) the value, as determined by the Committee Board in its absolute discretion, of securities and the property (including cash) received by the holder of a share of Common Stock as a result of such event over (2) the Exercise Price exercise price of the Options; or (B) provide for the exchange of each Option outstanding immediately prior to such Option; event (whether or (iinot then exercisable) for an option on or stock appreciation right with respect to Restricted Stockto, as appropriate, some or all of the valueproperty for which such Options are exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee, Board in its absolute discretion, in the exercise price of the securities and options or stock appreciation rights, or the number of shares or amount of property (including cash) received by subject to the holder of a share of Common Stock as a result of such event; options or stock appreciation rights or (C) , if appropriate, provide for any combination a cash payment to the Executive in partial consideration for the exchange of (A) or (B)the Options.

Certain Other Transactions. In the event of (i) a dissolution or liquidation of the CompanyCorporation, (ii) a sale of all or substantially all of the CompanyCorporation's assets, (iii) a merger or consolidation involving the Company Corporation in which the Company Corporation is not the surviving corporation corporation, or (iv) a merger or consolidation involving the Company Corporation in which the Company Corporation is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shallBoard, in its absolute discretion, shall have the power to take any action the Committee deems appropriate, including, without limitation, to: (A) cancel, effective immediately prior to the occurrence of such event, each Option outstanding immediately prior to such event (whether or not then exercisable) and, in full consideration of such cancellation, pay to the Optionee an amount in cash, for each share subject to such Option, equal to the excess (if any) of (i) the value, as determined by the Board in its absolute discretion, of the property (including cash) received by the holder of a share as a result of such event over (ii) the exercise price of such Option; or (B) provide for the exchange of any Award each Option outstanding immediately prior to such event (whether or not then exercisable) for an award with respect tooption or stock appreciation right, as appropriate, on some or all of the property for which a holder of the stock underlying number of shares subject to such Award is exchanged Option would have received in such transaction or on shares of the acquirer or surviving corporation and, incident thereto, make an equitable adjustment, adjustment as determined by the Committee, Board in its absolute discretion in the exercise price of the Optionsoption or stock appreciation right, if applicable, or and/or the number of shares or amount of property subject to the Award oroption or stock appreciation right and/or, if appropriate, provide for a cash payment to the Participants Optionee in partial consideration for the exchange of the Awards as the Committee may consider appropriate to prevent dilution or enlargement of rights; (B) cancel, effective immediately prior to the occurrence of such event, any Award outstanding immediately prior to such event (whether or not then exercisable or Vested), and in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each share of Common Stock subject to such Award, equal to (i) with respect to an Option, the excess of (1) the value, as determined by the Committee in its absolute discretion, of securities and property (including cash) received by the holder of a share of Common Stock as a result of such event over (2) the Exercise Price of such Option; or (ii) with respect to Restricted Stock, the value, as determined by the Committee, in its absolute discretion, of the securities and property (including cash) received by the holder of a share of Common Stock as a result of such event; or (C) provide for any combination of (A) or (B).