Example ContractsClausesAdjustment in the Event of Change in Stock; Change in Control
Adjustment in the Event of Change in Stock; Change in Control
Adjustment in the Event of Change in Stock; Change in Control contract clause examples

a Change in Control shall occur;

Section # Change in Control. If any Change in Control shall occur.

Section # Change in Control 105101

Effect of Change in Control. If a Change in Control occurs during the Performance Period, the Participant shall earn a number of Performance RSUs as follows:

Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust # the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, # the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and # the exercise price for each share subject to any then outstanding Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Options and Stock Appreciation Rights) as to which such Options and Stock Appreciation Rights remain exercisable. The Board will also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Board will be final, binding and conclusive. No fractional shares of Stock will be issued under the Plan resulting from any such adjustment, but the Board in its discretion may make a cash payment in lieu of fractional shares.

any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of the Common Stock as further described in [Section 4(c)(iii)] of the Plan; or

Clawback or Recoupment Policy. This Option, Common Stock delivered pursuant to this Option, and any gains or profits on the sale of such Common Stock shall be subject to any “clawback” or recoupment policy adopted by the Company.

subject to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in [Section 4(c)(iv)] of the Plan.

Securities Regulations. No Stock shall be issued hereunder until the Company has received all necessary stockholder and regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available. To the extent applicable, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the U. S. Securities and Exchange Act of 1934. Any ambiguities or inconsistencies in the construction of this Agreement or the Plan shall be interpreted to give effect to such intention. However, to the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee in its discretion.

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