Common use of Change in Capitalization Clause in Contracts

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction between the Partnership and the holders of partnership interests of the Partnership that causes the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Partnership’s assets, other material change in the capital structure of the Partnership, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Award, substituting cash, other securities, or other property to replace the Award, or removing of restrictions. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant shall not affect the right or power of the Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Partnership, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units or the rights thereof, the dissolution or liquidation of the Partnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement Option Shares, the Exercise Price, Restricted Shares and Vested Shares shall be proportionately adjusted for any non-reciprocal transaction between increase or decrease in the Partnership and number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of partnership interests outstanding shares of Common Stock or any other increase or decrease in the Partnership that causes number of shares of Common Stock outstanding effected without receipt of consideration by the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)Company. No fractional shares shall be issued in making such adjustment. All adjustments made by the Committee under this Section shall be final, binding, and conclusive. No fractional shares shall be issued in making such adjustment. All adjustments made by the Committee under this Section shall be final, binding, and conclusive. (b) In the event of a merger, consolidation, reorganizationextraordinary dividend (including a spin-off), extraordinary dividend, sale of substantially all of or other reorganization involving the Partnership’s assets, other material change in the capital structure of the Partnership, Company or a tender offer for Profits Interest Units (“LTIP Units,” as defined shares of Common Stock, whether or not such an event constitutes a Change in the Limited Partnership Agreement), in each case that does not constitute an Equity RestructuringControl, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committeemay, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting adjust the number and class of securities subject to the AwardOption, substituting cash, with a corresponding adjustment made in the Exercise Price; substitute a new option to replace the Option; accelerate the termination of the Option Period to a date prior to the occurrence of any event specified in Paragraph I.D of the Award or Section 1(c); or adjust the Restricted Shares and Vested Shares such that other securities, cash or other property may be substituted for the Common Stock held by the Share Custodian or recorded in book entry form pursuant to replace the this Award, or removing of restrictions. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant this Award shall not affect in any way the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units shares issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction transactions between the Partnership Company and the holders of partnership interests of the Partnership Common Stock that causes cause the per unit share value of the Profits Interest Units shares of Common Stock subject to the this Award to change, such as a stock dividend, stock split, spinoff, or rights offering, or recapitalization through a large, non-recurring cash dividend offering (each, each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in the Limited Partnership Agreement)Control, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Restricted Stock Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriateappropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities subject to the Award, substituting cash, other securities, property or other property cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or removing terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of restrictionsany fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Restricted Stock Units Grant shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction between the Partnership and the holders of partnership interests of the Partnership that causes the per unit value of the Profits Interest Units subject to the Award to change, such as a stock unit dividend, stock unit split, spinoff, spinoff or rights offering, or recapitalization through a large, non-recurring cash dividend offering (each, each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Partnership’s assets, other material change in the capital structure of the Partnership, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), or a Change in Control, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriateappropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities units subject to the Award, substituting cash, other securities, property or other property cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or removing terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of restrictionsany fractional units that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant shall not affect the right or power of the Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Partnership, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units or the rights thereof, the dissolution or liquidation of the Partnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction between the Partnership and the holders of partnership interests of the Partnership that causes the per unit value of the Profits Interest Units subject to the Award to change, such as a stock unit dividend, stock unit split, spinoff, spinoff or rights offering, or recapitalization through a large, non-recurring cash dividend offering (each, each an ““ Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Partnership’s assets, other material change in the capital structure of the Partnership, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), or a Change in Control, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriateappropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities units subject to the Award, substituting cash, other securities, property or other property cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or removing terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of restrictionsany fractional units that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant shall not affect the right or power of the Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Partnership, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units or the rights thereof, the dissolution or liquidation of the Partnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shares of Common Stock subject to the Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted for any non-reciprocal transaction nonreciprocal transactions between the Partnership Company and the holders of partnership interests capital stock of the Partnership Company that causes cause the per unit share value of the Profits Interest shares of Common Stock referenced by the Restricted Stock Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring nonrecurring cash dividend or distribution (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in Control of the Limited Partnership Agreement)Company, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Profits Interest Restricted Stock Units hereunder or the terms of this Agreement and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate, including, without limitation, adjusting the number and class of securities Restricted Stock Units, making a corresponding adjustment in the number of shares subject to the AwardRestricted Stock Units, substituting cash, other securities, or other property a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or removing terminating the Award in exchange for the cash value determined in good faith by the Committee of restrictionsthe Restricted Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section 7. Instead, any adjustment pursuant to this Section 7 that would otherwise result in a fractional Restricted Stock Unit or fractional share of Common Stock becoming subject to the Award shall be further adjusted to round down the numbers of Restricted Stock Units to the next lowest Restricted Stock Unit or share of Common Stock, as applicable. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units shares issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction transactions between the Partnership Company and the holders of partnership interests of the Partnership Common Stock that causes cause the per unit share value of the Profits Interest Units shares of Common Stock subject to the this Award to change, such as a stock dividend, stock split, spinoff, or rights offering, or recapitalization through a large, non-recurring cash dividend offering (each, each an ““ Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in the Limited Partnership Agreement)Control, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Restricted Stock Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriateappropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities subject to the Award, substituting cash, other securities, property or other property cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or removing terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of restrictionsany fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Restricted Stock Units Grant shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The Exercise Price of the Option and the number and kind of units issuable shares of Common Stock reserved for issuance under this Agreement the Option shall be proportionately adjusted for any non-reciprocal transaction between increase or decrease in the Partnership and number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of partnership interests outstanding shares of Common Stock or any other increase or decrease in the Partnership that causes number of shares of Common Stock outstanding effected without receipt of consideration by the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustmentCompany. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all consolidation or other reorganization of the Partnership’s assets, other material change in the capital structure of the Partnership, Company or a tender offer for Profits Interest Units (“LTIP Units,” as defined shares of Common Stock, other than a Change in the Limited Partnership Agreement), in each case that does not constitute an Equity RestructuringControl, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder Option and take such other action as it deems necessary or appropriate to reflect (or in anticipation of) such merger, consolidation, reorganization or tender offer. In the terms event of a Change in Control, the provisions of Schedule I of this Agreement as the Committeeshall be given effect; provided that, in its sole discretionthe event the Company will not be the surviving entity as a result of the Change in Control and the surviving entity does not agree to the assumption of the Option, determines the Committee may elect to terminate the Option Period as of the date of the Change in good faith is necessary or appropriate, including, without limitation, adjusting Control in consideration of the number payment to the Optionee of the sum of the difference between the then Fair Market Value of the Common Stock and class Exercise Price for each share of securities Common Stock subject to the AwardOption, substituting cashbut as to which the Option remains unexercised, other securities, or other property to replace as of the Award, or removing date of restrictionsthe Change in Control. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant Option granted pursuant to this Agreement shall not affect in any way the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transaction between the Partnership and the holders of partnership interests of the Partnership that causes the per unit value of the Profits Interest LTIP Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Partnership’s assets, other material change in the capital structure of the Partnership, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest LTIP Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Award, substituting cash, other securities, or other property to replace the Award, or removing of restrictions. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest LTIP Unit Grant shall not affect the right or power of the Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Partnership, any issue of debt or equity securities having preferences or priorities as to the Profits Interest LTIP Units or the rights thereof, the dissolution or liquidation of the Partnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shares of Common Stock subject to the Performance Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted for any non-reciprocal transaction nonreciprocal transactions between the Partnership Company and the holders of partnership interests capital stock of the Partnership Company that causes cause the per unit share value of the Profits Interest shares of Common Stock referenced by the Performance Restricted Stock Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring nonrecurring cash dividend or distribution (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in Control of the Limited Partnership Agreement)Company, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Profits Interest Performance Restricted Stock Units hereunder or the terms of this Agreement and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate, including, without limitation, adjusting the number and class of securities Performance Restricted Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPerformance Restricted Stock Units, substituting cash, other securities, or other property a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or removing terminating the Award in exchange for the cash value determined in good faith by the Committee of restrictionsthe Performance Restricted Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section 7. Instead, any adjustment pursuant to this Section 7 that would otherwise result in a fractional Performance Restricted Stock Unit or fractional share of Common Stock becoming subject to the Award shall be further adjusted to round down the numbers of Performance Restricted Stock Units to the next lowest Performance Restricted Stock Unit or share of Common Stock, as applicable. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. In the event of reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or stock, or any change in the capital structure of the Company (a) The other than the creation of or an increase in authorized securities of any class of the Company or the issuance of securities of any class of the Company or of convertible securities), the Committee, subject to the approval of the Board of Directors of SCI Systems (Alabama), Inc., shall make the adjustments as may be appropriate in the number and kind of units issuable shares available for the granting of options under this Agreement the Plan and in the number and kind of shares as to which outstanding options, or the portions thereof then unexercised, shall be proportionately adjusted for any non-reciprocal transaction between exercisable, to the Partnership and end that, to the holders of partnership interests extent practicable, the optionee's proportionate interest shall be maintained as before the occurrence of the Partnership that causes event. The adjustment in outstanding options shall be made without change in the per unit value total price applicable to the unexercised portion of the Profits Interest Units subject to option and with a corresponding adjustment in the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)option price per share. No fractional shares shall be issued or optioned in making such adjustment. the adjustments. Subject to review by the Board of Directors of SCI Systems (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Partnership’s assets, other material change in the capital structure of the Partnership, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in the Limited Partnership AgreementAlabama), in each case that does not constitute an Equity RestructuringInc., the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Award, substituting cash, other securities, or other property to replace the Award, or removing of restrictions. (c) All determinations and all adjustments made by the Committee under this paragraph shall be conclusive. The creation or increase of authorized securities of any class of the Company or the issuance by the Company of securities of any class of the Company or convertible securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any option except as specifically provided otherwise in this Article 12. The grant of any option pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant shall not affect the right or power of the Partnership Company to make adjustments, reclassifications, reorganizations or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger or consolidation of the Partnershipliquidate, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units or the rights thereofsell, the dissolution or liquidation of the Partnership, any sale or transfer of all or any part of its business or assets, . A dissolution or liquidation of the Company shall cause all options granted under the Plan to terminate as to any other corporate act portion thereof not exercised as of the effective date of the dissolution or proceedingliquidation.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shares of Common Stock upon which the Phantom Stock Units are based (including, without limitation, Vested Stock Units) shall be proportionately adjusted for any non-reciprocal transaction nonreciprocal transactions between the Partnership Company and the holders of partnership interests capital stock of the Partnership Company that causes cause the per unit share value of the Profits Interest shares of Common Stock referenced by the Phantom Stock Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring nonrecurring cash dividend or distribution (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in Control of the Limited Partnership Agreement)Company, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Profits Interest Phantom Stock Units hereunder or the terms of this Agreement and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate, including, without limitation, adjusting the number and class of securities Phantom Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPhantom Stock Units, substituting cash, other securities, or other property a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or removing terminating the Award in exchange for the cash value determined in good faith by the Committee of restrictionsthe Phantom Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section. Instead, any adjustment pursuant to this Section that would otherwise result in a fractional Phantom Stock Unit shall be further adjusted to round down the numbers of Phantom Stock Units to the next lowest Phantom Stock Unit. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under shares of Common Stock upon which the settlement of this Agreement Award is calculated shall be proportionately adjusted for any non-reciprocal transaction nonreciprocal transactions between the Partnership Company and the holders of partnership interests capital stock of the Partnership Company that causes cause the per unit share value of the Profits Interest shares of Common Stock referenced by the Performance Stock Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring nonrecurring cash dividend or distribution (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in Control of the Limited Partnership Agreement)Company, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Profits Interest Performance Stock Units hereunder or the terms of this Agreement and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate, including, without limitation, adjusting the number and class of securities Performance Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPerformance Stock Units, substituting cash, other securities, or other property a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or removing terminating the Award in exchange for the cash value determined in good faith by the Committee of restrictionsthe Performance Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional Performance Stock Units shall be created in making any adjustment pursuant to this Section 7. Instead, any adjustment pursuant to this Section 5 that would otherwise result in a fractional Performance Stock Unit becoming subject to the Award shall be further adjusted to round down the numbers of Performance Stock Units to the next lowest Performance Stock Unit. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shares issued with respect to Performance Shares shall be proportionately adjusted for to reflect any non-reciprocal transaction between increase or decrease in the Partnership and number of issued shares of Common Stock resulting from a subdivision or combination of shares, or the payment of a stock dividend in shares of Common Stock to holders of partnership interests outstanding shares of Common Stock or any other increase or decrease in the Partnership number of shares of Common Stock outstanding that causes is effected without receipt of consideration by the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, or a tender offer for Profits Interest Units (“LTIP Units,” as defined shares of Common Stock, or a Change in the Limited Partnership Agreement), in each case that does not constitute an Equity RestructuringControl, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or Common Stock which would be issuable with respect to the terms Performance Shares as are appropriate to convert the Common Stock into the same consideration per share of this Agreement as Common Stock that applies to the Committee, in its sole discretion, determines in good faith is necessary or appropriateCommon Stock holders of the Company, including, without limitation, adjusting the number and class of securities subject to the Award, or substituting cash, other securities, or other property to replace the Award, or removing ; provided that such consideration shall continue to be subject to the provisions of restrictionsthis Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement shares of Common Stock upon which the Phantom Stock Units are based (including, without limitation, Vested Stock Units) shall be proportionately adjusted for any non-reciprocal transaction nonreciprocal transactions between the Partnership Company and the holders of partnership interests capital stock of the Partnership Company that causes cause the per unit share value of the Profits Interest shares of Common Stock referenced by the Phantom Stock Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring nonrecurring cash dividend or distribution (each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, extraordinary dividendrecapitalization, sale of substantially all of the PartnershipCompany’s assets, other material change in the capital structure of the PartnershipCompany, tender offer for shares of Common Stock, or a tender offer for Profits Interest Units (“LTIP Units,” as defined Change in Control of the Limited Partnership Agreement)Company, that in each case that does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Profits Interest Phantom Stock Units hereunder or the terms of this Agreement and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate, including, without limitation, adjusting the number and class of securities Phantom Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPhantom Stock Units, substituting cash, other securities, or other property a new award to replace the Award, removing restrictions on outstanding Awards, accelerating the termination of the Award or removing terminating the Award in exchange for the cash value determined in good faith by the Committee of restrictionsthe Phantom Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section . Instead, any adjustment pursuant to this Section that would otherwise result in a fractional Phantom Stock Unit shall be further adjusted to round down the numbers of Phantom Stock Units to the next lowest Phantom Stock Unit. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Profits Interest Unit Grant Award shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The If the number of shares of the Common Stock of the Company shall be increased or reduced by a change in par value, split-up, stock split, reverse stock split, reclassification, merger, consolidation, distribution of stock dividends or similar capital adjustment, an appropriate adjustment shall be made by the Board of Directors in the number and kind of units issuable under this Agreement shares as to which the Option, or the portion thereof then unexercised, shall be proportionately adjusted for any non-reciprocal transaction between or become exercisable, to the Partnership and end that the holders of partnership interests Optionee's proportionate interest shall be maintained as before the occurrence of the Partnership that causes event. The adjustment shall be made without change in the per unit value total price applicable to the unexercised portion of the Profits Interest Units subject to Option and with a corresponding adjustment in the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)Exercise Price. No fractional shares shall be issued or optioned in making such the adjustment. (b) . All adjustments made by the Board of Directors under this Section shall be conclusive. In the event of a mergerChange of Control (as defined below), consolidationall of the Option then outstanding and unexercised shall be exercisable immediately in full, reorganizationand shall remain exercisable for the remaining term of the Option, extraordinary dividendregardless of any provisions with respect to the Option that limit the exercisability of the Option for any length of time. For purposes of the foregoing paragraph, sale the following terms shall have the following meanings: A " Change of Control" shall be deemed to have occurred if and when (1) any individual, corporation, partnership, Group, association or other person or entity, together with his, its or their Affiliates or Associates, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, hereafter becomes the Beneficial Owner of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; (2) the Continuing Directors of the Company shall at any time fail to constitute a majority of the members of the Board of Directors of the Company; (3) all or substantially all of the Partnership’s assetsassets of the Company are sold, conveyed, transferred or otherwise disposed of, whether through one event or a series of related events, without being Duly Approved by the Continuing Directors of the Company; (4) any individual, corporation, partnership, Group, association or other person or entity, together with his, its or their Affiliates or Associates, other material change in the capital structure than a trustee or other fiduciary holding securities under an employee benefit plan of the PartnershipSubsidiary, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in becomes the Limited Partnership Agreement), in each case that does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class Beneficial Owner of securities subject to the Award, substituting cash, other securities, or other property to replace the Award, or removing of restrictions. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and Subsidiary representing thirty percent (30%) or more of the Profits Interest Unit Grant shall not affect the right or combined voting power of the Partnership Subsidiary's then outstanding securities entitled to make vote generally in the election of directors; or authorize any adjustment, reclassification, reorganization (5) all or other change in its capital or business structure, any merger or consolidation substantially all of the Partnership, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units or the rights thereof, the dissolution or liquidation assets of the PartnershipSubsidiary are sold, any sale conveyed, transferred or transfer otherwise disposed of, whether through one event or a series of all or part related events, without being Duly Approved by the Continuing Directors of its business or assets, or any other corporate act or proceedingthe Subsidiary.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement unvested Restricted Shares shall be proportionately adjusted for any non-reciprocal transaction between increase or decrease in the Partnership and number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of partnership interests outstanding shares of Common Stock or any other increase or decrease in the Partnership that causes number of shares of Common Stock outstanding is effected without receipt of consideration by the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the PartnershipCompany’s assets, assets or other material change in the capital structure of the PartnershipCompany, or a tender offer for Profits Interest Units (“LTIP Units,” as defined shares of Common Stock, or other reorganization of the Company or upon a Change in the Limited Partnership Agreement), in each case that does not constitute an Equity RestructuringControl, the Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committeeunvested Restricted Shares, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property to replace the unvested portion of the Award, or removing of restrictionsrestrictions on unvested Restricted Shares. If the Committee substitutes cash, the unvested portion of the Award shall be adjusted through the vesting date by the annualized dividend yield of the Company for the four (4) most recently completed calendar quarters as of the date of the transaction and, at the vesting date, payment shall be released from escrow and made to the Recipient. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Restricted Stock Grant shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of units issuable under this Agreement unvested Restricted Shares shall be proportionately adjusted for any non-reciprocal transaction between increase or decrease in the Partnership and number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of partnership interests outstanding shares of Common Stock or any other increase or decrease in the Partnership that causes number of shares of Common Stock outstanding is effected without receipt of consideration by the per unit value of the Profits Interest Units subject to the Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend (each, an “Equity Restructuring”)Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the PartnershipCompany’s assets, assets or other material change in the capital structure of the PartnershipCompany, or a tender offer for Profits Interest Units (“LTIP Units,” as defined in shares of Common Stock, or other reorganization of the Limited Partnership Agreement)Company, in each case that does not constitute an Equity Restructuringresult in a Change in Control, the Compensation Committee shall take such action to make such adjustments with respect to the Profits Interest Units hereunder or the terms of this Agreement as the Committeeunvested Restricted Shares, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property to replace the unvested portion of the Award, or removing of restrictionsrestrictions on unvested Restricted Shares. (c) All determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Profits Interest Unit Restricted Stock Grant shall not affect the right or power of the Partnership Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the PartnershipCompany, any issue of debt or equity securities having preferences or priorities as to the Profits Interest Units Common Stock or the rights thereof, the dissolution or liquidation of the PartnershipCompany, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.