Common use of Change of Control or Capital Structure Clause in Contracts

Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of Stock Units covered by this award shall be proportionately adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this Stock Unit Award. Upon a Change of Control, the Stock Units awarded herein shall be cancelled and the Director shall receive a cash payment for each Stock Unit equal to the greater of (1) the closing price of the Company’s Common Stock on or nearest the date on which the Change of Control is deemed to occur, or (2) the highest per share price for shares of the Company’s Common Stock actually paid in connection with the Change of Control. The award of Stock Units pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.