Common use of Effect of Changes in Capitalization Clause in Contracts

Effect of Changes in Capitalization. 17.1 Changes in Units. The number of Units for which Grants may be made under the Plan shall be proportionately increased or decreased for any increase or decrease in the number of Units on account of any recapitalization, reclassification, split in Units, reverse split, combination of Units, exchange of Units or other distribution payable in capital interests, or for any other increase or decrease in such Units effected without receipt of consideration by the Company occurring after the effective date of this Plan (any such event hereafter referred to as a “Company Event”). In addition, subject to the exception set forth in the last sentence of Section 17.5, the number of Units for which Grants are outstanding shall be proportionately increased or decreased for any increase or decrease in the number of Units on account of any Company Event. Any such adjustment in outstanding Options or UARs shall not change the aggregate Option Price or Unit Appreciation Right Exercise Price payable with respect to Units that are subject to the unexercised portion of an Option or UAR outstanding but shall include a corresponding proportionate adjustment in the Option Price or Unit Appreciation Right Exercise Price per Unit. The conversion of any convertible securities of the Company shall not be treated as an increase in Units effected without receipt of consideration. 17.2 Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs. Subject to the exception set forth in the last sentence of Section 17.5, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities and in which no Change of Control occurs, any Option or UAR theretofore made pursuant to the Plan shall pertain to and apply solely to the Units to which a holder of the number of Units subject to such Option or UAR would have been entitled immediately following such reorganization, merger, or consolidation with a corresponding proportionate adjustment of the Option Price or Unit Appreciation Right Exercise Price per Unit so that the aggregate Option Price or Unit Appreciation Right Exercise Price thereafter shall be the same as the aggregate Option Price or Unit Appreciation Right Exercise Price of the Units remaining subject to the Option or UAR immediately prior to such reorganization, merger, or consolidation. 17.3 Reorganization, Sale of Assets or Sale of Units Which Involves a Change of Control. Subject to the exception set forth in the last sentence of Section 17.5: (i) upon the occurrence of a Change of Control, all outstanding Restricted Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Units shall be deemed to have lapsed, immediately prior to the occurrence of such Change of Control, (ii) either of the following two actions shall be taken: (A) fifteen days prior to the scheduled consummation of a Change of Control, all Options and UARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or (B) the Managers may elect, in their sole discretion, to cancel any outstanding Options or UARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Managers acting in good faith) equal to the product of the number of Units subject to the Option or UAR multiplied by the amount, if any, by which (I) the formula or fixed price per Unit paid to holders of Units pursuant to such transaction exceeds (II) the Option Price or Unit Appreciation Right Exercise Price applicable to such Option Units or UARs. With respect to the Company’s establishment of an exercise window, (x) any exercise of an Option or UAR during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (y) upon consummation of any Change of Control, the Plan and all outstanding but unexercised Options or UARs shall terminate. The Managers shall send written notice of an event that will result in such a termination to all individuals who hold Options or UARs not later than the time at which the Company gives notice thereof to its Members.

Effect of Changes in Capitalization. 17.1 (a) Changes in UnitsCommon Stock. The number If the outstanding shares of Units for which Grants may be made under the Plan shall be proportionately Common ------------------------ Stock are increased or decreased or changed into or exchanged for any increase a different number or decrease in kind of shares or other securities of the number of Units on account Company by reason of any recapitalization, reclassification, split in Units, reverse stock split-up, combination of Unitsshares, exchange of Units shares, stock dividend or other distribution payable in capital interestsstock, or for any other increase or decrease in such Units shares effected without receipt of consideration by the Company Company, occurring after the effective date of this the Plan, the number and kind of shares for the purchase of which Options may be granted under Section 5(d) of the Plan (any such event hereafter referred to as a “Company Event”)shall be adjusted proportionately and accordingly by the Committee. In addition, subject to the exception set forth in the last sentence of Section 17.5, the number and kind of Units shares for which Grants Options are outstanding shall be adjusted proportionately increased or decreased for any increase or decrease in and accordingly so that the number proportionate interest of Units on account the holder of any Company Eventthe Option immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in outstanding Options or UARs shall not change the aggregate Option Price or Unit Appreciation Right Exercise Price payable with respect to Units that are shares subject to the unexercised portion of an the Option or UAR outstanding but shall include a corresponding proportionate adjustment in the Option Price or Unit Appreciation Right Exercise Price per Unit. The conversion of any convertible securities of the Company shall not be treated as an increase in Units effected without receipt of considerationshare. 17.2 (b) Reorganization in Which the Company Is is the Surviving Entity and in Which No Change of Control OccursEntity. ----------------------------------------------------------- Subject to the exception set forth in the last sentence of Section 17.5Subsection (c) hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities and in which no Change of Control occursentities, any Option or UAR theretofore made granted pursuant to the Plan shall pertain to and apply solely to the Units securities to which a holder of the number of Units shares of Common Stock subject to such Option or UAR would have been entitled immediately following such reorganization, merger, or consolidation consolidation, with a corresponding proportionate adjustment of the Option Price or Unit Appreciation Right Exercise Price per Unit share so that the aggregate Option Price or Unit Appreciation Right Exercise Price thereafter shall be the same as the aggregate Option Price or Unit Appreciation Right Exercise Price of the Units shares remaining subject to the Option or UAR immediately prior to such reorganization, merger, or consolidation. 17.3 Reorganization, (c) Reorganization in Which the Company is Not the Surviving Company ---------------------------------------------------------------- or Sale of Assets or Sale Stock. Upon the dissolution or liquidation of Units Which Involves -------------------------- the Bank, or upon a Change merger, consolidation or reorganization of Control. Subject the Company with one or more other entities in which the Company is not the surviving entity, or upon a sale of all or substantially all of the assets of the Company to another entity, or upon any transaction approved by the Board which results in any person or entity owning 80% or more of the combined voting power of all classes of stock of the Company, the Plan and all Options outstanding hereunder shall terminate, except to the exception extent provision is made in writing in connection with such transaction for the continuation of the Plan and/or the assumption of the Options theretofore granted, or for the substitution for such Options of new options or stock appreciation rights covering the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and exercise prices, in which event the Plan and Options theretofore granted shall continue in the manner and under the terms so provided. In the event of any such termination of the Plan, each individual holding an Option shall have the right (subject to the general limitations on exercise set forth in Section 10 above and except as otherwise specifically provided in the last sentence of Section 17.5: (i) upon the occurrence of a Change of Control, all outstanding Restricted Units shall be deemed to have vested, and all restrictions and conditions applicable Option Agreement relating to such Restricted Units shall be deemed to have lapsedOption), immediately prior to the occurrence of such Change termination and during the period following the notice of Controltermination described below to exercise such Option in whole or in part, (ii) either whether or not such Option was otherwise vested and exercisable at the time such notice of the following two actions shall be taken: (A) fifteen days prior termination is given and without regard to the scheduled consummation of a Change of Control, all Options and UARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or (B) the Managers may elect, in their sole discretion, to cancel any outstanding Options or UARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Managers acting in good faith) equal to the product of the number of Units subject to the Option or UAR multiplied by the amount, if any, by which (I) the formula or fixed price per Unit paid to holders of Units installment limitation on exercise imposed pursuant to such transaction exceeds (II) the Option Price or Unit Appreciation Right Exercise Price applicable to such Option Units or UARs. With respect to the Company’s establishment of an exercise window, (x) any exercise of an Option or UAR during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (y) upon consummation of any Change of Control, the Plan and all outstanding but unexercised Options or UARs shall terminateSection 10 above. The Managers Committee shall send written notice of an event that will result in such a termination to all individuals who hold Options or UARs not later than the time at which the Company gives notice thereof to its Membersshareholders. (d) Adjustments. Adjustments under this Section 14 related to stock ----------- or securities of the Company shall be made by the Committee whose determination in that respect shall be final, binding, and conclusive. No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit.