Common use of Effect of Administrator’s Decision Clause in Contracts

Effect of Administrator’s Decision. The Administrator's decisions, ---------------------------------- determinations and interpretations shall be final and binding on Optionee. Appendix 3 ---------- Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale (a) Changes in Capitalization. Subject to any required action by the ------------------------- shareholders of the Company, the number of shares of Common Stock covered by an outstanding Option, as well as the price per share of Common Stock covered by such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company -------- ------- shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect 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 of Common Stock subject to the Option.