Common use of Changes in Capitalization Clause in Contracts

Changes in Capitalization. To the extent required under Applicable Laws, (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment pursuant to this Section 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustment.

Changes in Capitalization. To the extent required under Applicable Laws, (ia) the numbers and class The number of Shares or other shares or securities: (x) available of Common Stock reserved for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) issuance upon the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision Option and the Exercise Price of the Shares. In the event of Option shall be proportionately adjusted for any increase or decrease in the number of issued Shares shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the CompanyCompany to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, a declaration consolidation, extraordinary dividend, reorganization or other change in the capital structure of an extraordinary dividend the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Shares payable Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in a form other than Shares in an amount that has a material effect on the surviving entity, then the Committee may cash-out the Option based upon the Fair Market ValueValue of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, a recapitalization (including a recapitalization through a large nonrecurring cash dividend)reclassification, a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, reorganization or other change in corporate structure its capital or a similar occurrencebusiness structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the Administrator may make appropriate adjustmentsdissolution or liquidation of the Company, in any sale or transfer of all or any part of its discretion, in one business or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any classassets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)6 may provide, a Participantin the Committee’s Award agreement or agreement related to discretion, for the elimination without payment therefor of any Optioned Stock or Restricted Stock covers additional or different fractional shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall that might otherwise be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To (a) The number of Option Shares and the extent required under Applicable LawsExercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (ieach, an “Equity Restructuring”). (b) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in In the event of a shares split, reverse shares split, shares dividend, combinationmerger, consolidation, reclassification extraordinary dividend, sale of substantially all of the Shares Company’s assets or subdivision of the Shares. In the event of any increase or decrease other material change in the number capital structure of issued Shares effected without receipt of consideration by the Company, or a declaration tender offer for shares of Common Stock, or a Change in Control, that in each case is not an extraordinary dividend with respect “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award 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 Shares payable Option, with a corresponding adjustment in the Exercise Price, substituting a form other than Shares new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount that has a material effect on equal to the excess of the then Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, Value of the Administrator may make appropriate adjustments, in its discretion, in one or more Option Shares over the aggregate Exercise Price of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment Shares. Any determination made by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment Committee pursuant to this Section 11(a)5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally. (c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a Participant’s Award agreement reclassification, reorganization or agreement related other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to any Optioned the Common Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect rights thereof, shall be subject to all the dissolution or liquidation of the termsCompany, conditions and restrictions which were applicable to the Awardany sale or transfer of all or any part of its business or assets, Optioned Stock and Restricted Stock prior to such adjustmentor any other corporate act or proceeding.

Changes in Capitalization. To (a) Except as provided in Subsection (b) below, if the extent required under Applicable Laws, (i) the numbers and class number of Shares shares of Stock shall be increased or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered decreased by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event reason of a subdivision or combination of shares splitof Stock, reverse the payment of an ordinary stock dividend in shares split, shares dividend, combination, consolidation, reclassification of the Shares Stock or subdivision of the Shares. In the event of any other increase or decrease in the number of issued Shares shares of Stock outstanding effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to appropriate adjustment shall be made by the Shares payable Committee, in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may make appropriate adjustments, manner determined in its sole discretion, in one or more the number and kind of Option Shares and in the Exercise Price. (ib) In the numbers and class event of Shares a merger, consolidation, reorganization, extraordinary dividend or other change in the corporate structure of the Company, including a Change in Control, or tender offer for shares of Stock, the Company shall provide for an appropriate adjustment to the Option or securities: provide for the substitution of a new option which adjustment or substitution shall be consistent with the event requiring the adjustment or substitution; provided, however, in the event the Company will not be the surviving entity as a result of the event and the surviving entity does not agree to the adjustment or substitution, the Committee may elect to terminate the Option Period as of the date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then Fair Market Value of the Stock and the Exercise Price for each Option Share as to which the Option has not been exercised as of the date of the Change in Control. (xc) available for future Awards under Section 3 above The existence of the Plan and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued granted pursuant to this Agreement shall not affect in any Award, and any such adjustment by way the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of shares the Company, any issue of stock debt or equity securities having preferences or priorities as to the Stock or the rights thereof, the dissolution or liquidation of the Company, any classsale or transfer of all or any part of its business or assets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participant’s Award agreement or agreement related in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To (a) The number of Restricted Shares shall be proportionately adjusted from and after the extent required under Applicable Lawsrecord date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Award to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend. (b) In the case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon vesting of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of causing such rights to be substituted for the Award, the Committee may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the numbers and class of Shares period during which the Award vests, provided it vests not more than 20 days after the date the notice is given, or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) cancel the exercise price per Share of each such outstanding OptionAward upon payment to the Participant in cash, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in Award, of an amount that has a material effect on which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value, a recapitalization Value (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, at the Administrator may make appropriate adjustments, in its discretion, in one or more effective time of (ithe transaction) of the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) consideration that the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by Participant would have received if the Administrator shall be made in Award had been vested before the Administrator’s sole and absolute discretion and shall be final, binding and conclusiveeffective time. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction The actions described in this Section 11(aSubsection (b) or an adjustment may be taken without regard to any resulting tax consequences to the Participant. Any determination made by the Committee pursuant to this Section 11(a)Subsection (b) will be final and binding on the Participant. Any action taken by the Committee need not treat all Participants under the Plan similarly. (c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a Participant’s Award agreement reclassification, reorganization or agreement related other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to any Optioned the Common Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect rights thereof, shall be subject to all the dissolution or liquidation of the termsCompany, conditions and restrictions which were applicable to the Awardany sale or transfer of all or any part of its business or assets, Optioned Stock and Restricted Stock prior to such adjustmentor any other corporate act or proceeding.

Changes in Capitalization. To the extent required under Applicable Laws, (ia) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) If at any repurchase price per Share applicable to Shares issued pursuant to any Award, may time there shall be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any an increase or decrease in the number of issued Shares effected without receipt an outstanding shares of consideration by Common Stock of the Company, a through the declaration of an extraordinary a stock dividend with respect to the Shares payable or through any recapitalization resulting in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, stock split-up, change in corporate structure combination or a similar occurrenceexchange of shares of Common Stock, the Administrator may make then appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such proportional adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and number of Option Shares (and, with respect to the Option Shares, the Option Exercise Price) subject to this Option still outstanding. (b) In the event of a merger, consolidation or other reorganization of the Company under the terms of which the Company is not the surviving corporation, but the surviving corporation elects to assume this Option, the Grantee shall be finalentitled to receive, binding upon the exercise of the Option, with respect to each Option Share: (i) the number of shares of stock of the surviving corporation (or equity interest in any other entity); and conclusive. (ii) any other notes, evidences of indebtedness or other property, that the Grantee would have received in connection with such merger, consolidation or other reorganization had he exercised the Option immediately prior to such merger, consolidation or other reorganization. (c) Except as otherwise expressly provided herein, no the issuance by the Company of shares of its capital stock of any class, class or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall affect, not affect and no adjustment by reason thereof shall be made with respect to, the number of Option Shares then outstanding or price the Option Exercise Price. (d) Without limiting the generality of the foregoing, the existence of outstanding Options under this Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred stock that would rank above the Option Shares subject to an Award. Ifoutstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, by reason transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a transaction described in this Section 11(a) similar character or an adjustment pursuant to this Section 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentotherwise.

Changes in Capitalization. To (a) The number of Restricted Shares shall be proportionately adjusted from and after the extent required under Applicable Lawsrecord date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend. (b) In the case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of causing such rights to be substituted for the Award, the Committee may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the numbers and class of Shares period during which the Award is exercisable, provided it remains exercisable, to the extent it is otherwise exercisable, for at least 20 days after the date the notice is given, or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) cancel the exercise price per Share of each such outstanding OptionAward upon payment to the Participant in cash, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in Award to the extent then exercisable, of an amount that has a material effect on which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value, a recapitalization Value (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, at the Administrator may make appropriate adjustments, in its discretion, in one or more effective time of (ithe transaction) of the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) consideration that the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by Participant would have received if the Administrator shall be made in Award had been exercised before the Administrator’s sole and absolute discretion and shall be final, binding and conclusiveeffective time exceeds the Exercise Price. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction The actions described in this Section 11(aSubsection (b) or an adjustment may be taken without regard to any resulting tax consequences to the Participant. Any determination made by the Committee pursuant to this Section 11(a)Subsection (b) will be final and binding on the Participant. Any action taken by the Committee need not treat all Participants under the Plan equally. (c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a Participant’s Award agreement reclassification, reorganization or agreement related other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to any Optioned the Common Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect rights thereof, shall be subject to all the dissolution or liquidation of the termsCompany, conditions and restrictions which were applicable to the Awardany sale or transfer of all or any part of its business or assets, Optioned Stock and Restricted Stock prior to such adjustmentor any other corporate act or proceeding.

Changes in Capitalization. To the extent Subject to any action required under Applicable LawsLaws by the holders of capital stock of the Company, (i) the numbers and class of Shares or other shares stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may shall be automatically proportionately adjusted by the Administrator in the event of a shares stock split, reverse shares stock split, shares stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may shall make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a10(a) or an adjustment pursuant to this Section 11(a10(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustment.

Changes in Capitalization. To (a) The number of Option Shares and the extent required under Applicable LawsExercise Price shall be proportionately adjusted for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend. (ib) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in In the event of a shares split, reverse shares split, shares dividend, combinationmerger, consolidation, reclassification extraordinary dividend, sale of substantially all of the Shares Company’s assets or subdivision of the Shares. In the event of any increase or decrease other material change in the number capital structure of issued Shares effected without receipt of consideration by the Company, or a declaration tender offer for shares of an extraordinary dividend with respect Common Stock, or a Change in Control, the Committee shall take such action to make such adjustments in the Option or the terms of this Award 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 Shares payable Option, with a corresponding adjustment in the Exercise Price, substituting a form other than Shares new option to replace the Option, accelerating the termination of the Option Period, removing any restrictions, or terminating the Option in consideration of a cash payment to the Participant in an amount that has a material effect equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 6(b) will be final and binding on the Fair Market ValueParticipant. Any action taken by the Committee need not treat all participants equally. (c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a recapitalization (including a recapitalization through a large nonrecurring cash dividend)reclassification, a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, reorganization or other change in corporate structure its capital or a similar occurrencebusiness structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the Administrator may make appropriate adjustmentsdissolution or liquidation of the Company, in any sale or transfer of all or any part of its discretion, in one business or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any classassets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participantin the Committee’s Award agreement or agreement related discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To the extent required under Applicable Laws, (ia) the numbers and class The number of Shares shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Stock Award to change, such as a stock dividend, stock split, spinoff, rights offering, or other shares or securities: recapitalization through a large, nonrecurring cash dividend (xeach, an “Equity Restructuring”). (b) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in In the event of a shares split, reverse shares split, shares dividend, combinationmerger, consolidation, reclassification extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Shares or subdivision the terms of the Stock Award 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, accelerating the termination of the Vesting Schedule or terminating the Award in consideration of a cash payment to the Grantee in an amount equal to the then Fair Market Value of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration Any determination made by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment Committee pursuant to this Section 11(a)4(b) will be final and binding on the Grantee. Any action taken by the Committee need not treat all Grantees equally. (c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a Participant’s Award agreement reclassification, reorganization or agreement related other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to any Optioned the Common Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect rights thereof, shall be subject to all the dissolution or liquidation of the termsCompany, conditions and restrictions which were applicable to the Awardany sale or transfer of all or any part of its business or assets, Optioned Stock and Restricted Stock prior to such adjustmentor any other corporate act or proceeding.

Changes in Capitalization. To (a) Except as provided in Subsection (b) below, if the extent required under Applicable Laws, (i) the numbers and class number of Shares shares of Stock shall be increased or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered decreased by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event reason of a subdivision or combination of shares splitof Stock, reverse the payment of an ordinary stock dividend in shares split, shares dividend, combination, consolidation, reclassification of the Shares Stock or subdivision of the Shares. In the event of any other increase or decrease in the number of issued Shares shares of Stock outstanding effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to appropriate adjustment shall be made by the Shares payable Committee, in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may make appropriate adjustments, manner determined in its sole discretion, in one or more the number and kind of Option Shares and in the Exercise Price. (ib) In the numbers and class event of Shares a merger, consolidation, reorganization, extraordinary dividend or other change in the corporate structure of the Company, including a Change in Control (as defined in Section 19 below), or tender offer for shares of Stock, the Company shall provide for an appropriate, proportionate adjustment to the Option or securities: provide for the substitution of a new option which adjustment or substitution shall be consistent with the event requiring the adjustment or substitution; provided, however, in the event the Company will not be the surviving entity as a result of the event and the surviving entity does not agree to the adjustment or substitution, the Committee may elect to terminate the Option Period as of the date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then Fair Market Value of the Stock and the Exercise Price for each Option Share as to which the Company's Repurchase Rights have lapsed and as to which the Option has not been exercised as of the date of the Change in Control. (xc) available for future Awards under Section 3 above The existence of the Plan and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued granted pursuant to this Agreement shall not affect in any Award, and any such adjustment by way the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of shares the Company, any issue of stock debt or equity securities having preferences or priorities as to the Stock or the rights thereof, the dissolution or liquidation of the Company, any classsale or transfer of all or any part of its business or assets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participant’s Award agreement or agreement related in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To the extent required under Applicable Laws, (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in In the event of a shares stock dividend, spin-off, stock split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares shares of Stock resulting from a subdivision or combination of shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form Company or any other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrenceother distribution of stock or property (except ordinary cash dividends) affecting the Stock, the Administrator may Committee shall make appropriate adjustments, adjustments in its discretion, in one or more of (i) the numbers number of and class kind of Shares shares of stock or other shares or securities: (x) available for future securities underlying Awards under Section 3 above and (y) covered by each outstanding Awardthat may thereafter be granted, (ii) the exercise price per Share number and kind of each shares remaining subject to outstanding Option Awards and (iii) any repurchase the option or purchase price per Share applicable to Shares issued pursuant to any Award, and in respect of such shares. In the event of any such adjustment by change in capitalization of the Administrator Company, the Committee may make such additional adjustments in the number and class of shares of Stock or other securities with respect to which outstanding Awards are exercisable and with respect to which future Awards may be granted as the Committee in its sole discretion shall deem equitable or appropriate, subject to the provisions of Section 18 below. In the event the Stock is changed into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be made in deemed to be the Administrator’s sole and absolute discretion and shall be final, binding and conclusiveStock within the meaning of the Plan. Except (i) as expressly provided hereinin the preceding sentences or (ii) for any distribution or adjustment made with respect to outstanding shares of Restricted Stock in connection with a distribution or adjustment made with respect to all other outstanding shares of Stock, no issuance any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares shares of Stock subject to an any Award. If, by reason The existence of a transaction described in this Section 11(a) or an adjustment the Plan and the Awards granted pursuant to this Section 11(a)the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, a Participant’s Award agreement reclassification, reorganization or agreement related other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to any Optioned the Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect rights thereof, shall be subject to all the dissolution or liquidation of the termsCompany, conditions and restrictions which were applicable to the Awardany sale or transfer of all or any part of its business or assets, Optioned Stock and Restricted Stock prior to such adjustmentor any other corporate act or proceeding.

Changes in Capitalization. To (a) The number of Option Shares and the extent required under Applicable LawsExercise Price shall be proportionately adjusted for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend. (ib) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in In the event of a shares split, reverse shares split, shares dividend, combinationmerger, consolidation, reclassification extraordinary dividend, sale of substantially all of the Shares Company’s assets or subdivision of the Shares. In the event of any increase or decrease other material change in the number capital structure of issued Shares effected without receipt of consideration by the Company, or a declaration tender offer for shares of an extraordinary dividend with respect Common Stock, or a Change in Control, the Committee shall take such action to make such adjustments in the Option or the terms of this Award 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 Shares payable Option, with a corresponding adjustment in the Exercise Price, substituting a form other than Shares new option to replace the Option, accelerating the termination of the Option Period, removing any restrictions, or terminating the Option in consideration of a cash payment to the Participant in an amount that has a material effect equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 7(b) will be final and binding on the Fair Market ValueParticipant. Any action taken by the Committee need not treat all participants equally. (c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, a recapitalization (including a recapitalization through a large nonrecurring cash dividend)reclassification, a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, reorganization or other change in corporate structure its capital or a similar occurrencebusiness structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the Administrator may make appropriate adjustmentsdissolution or liquidation of the Company, in any sale or transfer of all or any part of its discretion, in one business or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any classassets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participantin the Committee’s Award agreement or agreement related discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To (a) The existence of this Option shall not affect in any way the extent required under Applicable Lawsright or power of the Company or its stockholders to make or authorize any or all adjustments, (i) the numbers and class of Shares recapitalizations, reorganizations or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator changes in the event Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares similar character or subdivision of the Shares. otherwise. (b) In the event of any increase liquidation or decrease in the number dissolution of issued Shares effected without receipt of consideration by the Company, a declaration any reorganization, merger or consolidation pursuant to which the Company is not the surviving or resulting corporation, or of an extraordinary dividend with respect any proposed sale of substantially all of the assets of the Company, there shall be substituted for each share of Common Stock subject to the Shares payable unexercised portion of the Option that number of shares of each class of stock or other securities or that amount of cash, property or assets that the Optionee would have received on a per share basis had this Option been exercised in a form other than Shares full prior to such event. Notwithstanding the foregoing, however, the Board, in an amount that has a material effect on its sole discretion, may cancel this Option at least thirty (30) days prior to the Fair Market Valueeffective date of any such liquidation or dissolution of the company, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a any reorganization, amalgamationmerger or consolidation, or of any such proposed sale of substantially all of the assets of the Company, and give notice to Optionee of its intention to cancel the Option and permit the purchase during the thirty (30) day period following the delivery of such notice of any or all of the shares subject to the Option, including shares as to which such Option would not otherwise be exercisable. (c) If before the termination hereof, Common Stock is changed into, or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, spin-offrecapitalization, reclassification, stock split-up, change in corporate structure stock dividend, or a similar occurrencetransaction, the Administrator may make appropriate adjustments, in its discretion, in one or more description of (i) the numbers and class of undelivered Optioned Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) will be deemed modified so that the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to undelivered Optioned Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in of the Administrator’s sole same class and absolute discretion and shall be final, binding and conclusive. Except character as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment pursuant to this Section 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to holder the Optioned Stock or Restricted Stock in respect thereof, shall be subject Shares would have been entitled to all of receive had such undelivered Optioned Shares been delivered and outstanding before the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentchange was effected.

Changes in Capitalization. To The option price shall be adjusted from time to time as follows: (a) Subject to any required action by stockholders, the extent required under Applicable Laws, (i) the numbers and class number of Optioned Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Optionoption, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Awardthe Exercise Price, may shall be proportionately adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of for any increase or decrease in the number of issued Shares shares of Common Stock of the Company resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on shares of Common Stock) or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company. (b) Subject to any required action by stockholders, a declaration of an extraordinary dividend with respect if the Company shall be the surviving corporation in any merger or consolidation, this option shall pertain to and apply to the Shares payable in securities to which a form other than Shares in an amount that has holder of the number of shares of Common Stock subject to the option would have been entitled. (c) In the event of a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure the shares of Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or a similar occurrencewithout par value, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and resulting from any such adjustment by change shall be deemed to be the Administrator Optioned Shares within the meaning of this option. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made in by the Administrator’s sole and absolute discretion and Board of Directors of the Company, whose determination shall be final, binding binding, and conclusive. Except as hereinbefore expressly provided hereinin this Section 6 and in Section 7, Optionee shall have no issuance rights by reason of any subdivision or consolidation, of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or price the Exercise Price. The granting of Shares subject to an Award. If, by reason of a transaction described this option shall not affect in this Section 11(a) any way the right or an adjustment pursuant to this Section 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all power of the termsCompany to make adjustments, conditions and restrictions which were applicable reclassifications, reorganizations, or changes of its capital or business structure or to the Awardmerge or to consolidate or to dissolve, Optioned Stock and Restricted Stock prior to such adjustmentliquidate, or sell, or transfer all or any part of its business or assets.

Changes in Capitalization. To (a) If the extent required under Applicable Laws, (i) the numbers and class number of Shares shares of Common Stock shall be increased or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered decreased by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event reason of a subdivision or combination of shares splitof Common Stock, reverse the payment of a stock dividend in shares split, shares dividend, combination, consolidation, reclassification of the Shares Common Stock or subdivision of the Shares. In the event of any other increase or decrease in the number of issued Shares shares of Common Stock outstanding effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to appropriate adjustment shall be made by the Shares payable Committee, in a form other than manner determined in its sole discretion, in the number and kind of Option Shares and in an amount that has a material effect on the Fair Market ValueExercise Price. (b) If the Company shall be the surviving entity in any merger, a recapitalization (including a recapitalization through a large nonrecurring cash dividend)consolidation, a rights offering, a reorganization, amalgamation, mergerextraordinary dividend, spin-off, split-uprecapitalization, reclassification of shares or other change in corporate structure of the Company or a similar occurrenceits Common Stock, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) Optionee shall be entitled to purchase the numbers number and class of Shares or other securities to which a holder of the number of shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) of Common Stock subject to the exercise price per Share Option at the time of each outstanding Option and (iii) any repurchase price per Share applicable the transaction would have been entitled to Shares issued pursuant to any Awardreceive as a result of such transaction, and any such adjustment by the Administrator a corresponding adjustment, where appropriate, shall be made in the Administrator’s sole and absolute discretion and shall be finalExercise Price. In the event of a Change in Control or other corporate transaction pursuant to which the Company is not the surviving entity, binding and conclusive. Except as expressly provided herein, no issuance the Committee may provide for the assumption of the Option by the surviving entity or the substitution of a new option, adjusted in a manner similar to that contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, the Committee may elect to terminate the Option Period as of the effective date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value of the Common Stock and the aggregate Exercise Price for all vested Option Shares which have not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Company shall cause the Option to terminate as to any portion thereof not exercised as of shares the effective date of stock the dissolution or liquidation. (c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any classway the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participantin the Committee’s Award agreement or agreement related discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.

Changes in Capitalization. To (a) If the extent required under Applicable Laws, (i) the numbers and class number of Shares shares of Common Stock shall be increased or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered decreased by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event reason of a subdivision or combination of shares splitof Common Stock, reverse the payment of a stock dividend in shares split, shares dividend, combination, consolidation, reclassification of the Shares Common Stock or subdivision of the Shares. In the event of any other increase or decrease in the number of issued Shares shares of Common Stock outstanding effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to appropriate adjustment shall be made by the Shares payable Company, in a form other than manner determined in its sole discretion, in the number and kind of Option Shares and in an amount that has a material effect on the Fair Market ValueExercise Price. (b) If the Company shall be the surviving corporation in any merger, a recapitalization (including a recapitalization through a large nonrecurring cash dividend)consolidation, a rights offering, a reorganization, amalgamation, mergerextraordinary dividend, spin-off, split-up, off or other change in the corporate structure of the Company or a similar occurrencethe Common Stock or tender offer for shares of Common Stock, the Administrator may make appropriate adjustments, in its discretion, in one Optionee shall be entitled to purchase or more of (i) receive the numbers number and class of Shares or other securities to which a holder of the number of shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) of Common Stock subject to the exercise price per Share Option at the time of each outstanding Option and (iii) any repurchase price per Share applicable such transaction would have been entitled to Shares issued pursuant to any Awardreceive as a result of such transaction, and any such a corresponding adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and Exercise Price. In the event of a sale of substantially all of the Common Stock or property of the Company or the merger or consolidation or other reorganization in which the Company is not the surviving entity, the Company shall provide for the assumption of the Option or the substitution of a new option; in either instance, the assumed Option or the substituted option shall be final, binding and conclusive. Except as expressly provided herein, no issuance adjusted in the manner contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, the Company may elect to terminate the Option Period as of shares the effective date of stock such transaction in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective date of such transaction. A dissolution or liquidation of the Company shall cause the Option to terminate as to any classportion thereof not exercised as of the effective date of the dissolution or liquidation. (c) The existence of the Option granted pursuant to this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number other corporate act or price of Shares subject to an Awardproceeding. If, by reason of a transaction described in this Section 11(a) or an Any adjustment pursuant to this Section 11(a)may provide, a Participantin the Company’s Award agreement or agreement related discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustmentOption.