If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of stock for which grants of Options and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.
Antidilution. If the number of outstanding shares of Common Stock is increased or decreased or the shares of Common Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Common Stock effected without receipt of consideration by the Company occurring after the Effective Date,Company, the number and kinds of shares of stock for which grants of Options and other Awards may be made under the Plan, including the share limitlimits set forth in [Section 4.1][Article 4], shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee thereinParticipant in such Award immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assetsasset (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding Awards,Awards and/or # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.distribution.
Changes in Common Stock. If the number of outstanding shares of Stock isShares are increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stockshares or other securities of the Company on accountby reason of any recapitalization, reclassification, stock split, reverse stock split, spin-off,split-up, combination of stock,shares, exchange of stock,shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stocksuch Shares effected without receipt of consideration by the CompanyCompany, occurring after the Effective Date, the number and kindskind of sharesShares available for Grants, the number of stock for which grantsShares covered by outstanding Grants and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1],Stock Appreciation Rights, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so thatas it deems equitable and appropriate under the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event.circumstances. Any such adjustment in outstanding Options or SARsStock Appreciation Rights shall not change the aggregate Option Price or SAR Priceexercise price payable with respect to shares that are subject to the unexercised portion of suchan outstanding OptionsOption or SARs,Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option Price or SAR Price, asStock Appreciation Right. The Committee may unilaterally amend the case may be.outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend,dividend but excluding a non-extraordinary dividend, declared and paid bydividend of the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2]Company shall, in such manner as the Board or the CommitteeCompany deems appropriate, adjust # the number and kind of shares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.Grant.
Changes in Stock. Subject to [Section 3(c)] hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the number ofCompany’s capital stock, the outstanding shares of Stock isare increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or kindother securities of capital stockthe Company, or additional shares or new or different shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease innon-cash assets are distributed with respect to such shares of Stock effected without receiptor other securities, or, if, as a result of consideration byany merger or consolidation or sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company occurring afteror any successor entity (or a parent or subsidiary thereof) or other consideration, the Effective Date,Administrator shall make appropriate equitable adjustments to the Plan and any outstanding Awards, which may include, without limitation, appropriate or proportionate adjustments in # the maximum number and kindskind of shares of stockreserved for which grants of Options and other Awards may be madeissuance under the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordingly by the Committee. In addition, themaximum number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shallthat may be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustmentissued in the per share Option Price or SAR Price, as the case may be. The conversionform of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjustIncentive Stock Options, # the number and kind of shares, securities or other consideration subject to any then outstanding Awards under the Plan, # the repurchase price, if any, per share of Restricted Stock subject to each outstanding Restricted Stock Award, # the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable and # other applicable terms of stockthe Plan and any outstanding Awards. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards, #Awards and the aggregateexercise price and per share Option Pricethe terms of outstanding OptionsAwards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the aggregate and per share SAR PricePlan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.fractional shares.
Changes in Stock. Subject to [Section 3(c)] hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the number ofCompany’s capital stock, the outstanding shares of Stock isare increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or kindother securities of capital stockthe Company, or additional shares or new or different shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease innon-cash assets are distributed with respect to such shares of Stock effected without receiptor other securities, or, if, as a result of consideration byany merger or consolidation, sale of all or substantially all of the Company occurring afterassets of the Effective Date,Company, the number and kinds ofoutstanding shares of stockStock are converted into or exchanged for which grants of Options and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall not be treated asmake an increaseappropriate or proportionate adjustment in # the maximum number of shares effected without receipt of consideration. Notwithstandingreserved for issuance under the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjustPlan, # 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 Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of stockshares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards, #Awards and the aggregateexercise price and per share Option Pricethe terms of outstanding OptionsAwards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the aggregate and per share SAR PricePlan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.fractional shares.
Adjustments. In the numberevent of any change in the outstanding Common Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other change affecting the outstanding shares of Common Stock is increasedas a class without the Company’s receipt of consideration, or decreased orother equity restructuring within the sharesmeaning of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock are changed into or exchanged for a differentCompensation (formerly, FASB Statement 123R), appropriate adjustments shall be made to # the aggregate number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of stock forShares with respect to which grants of Options and other Awardsawards may be made under the Plan, includingPlan pursuant to [Section 5(a)]; # the terms and the number of Shares and/or the Exercise Price per Share of any outstanding Options or Other Equity Awards; and # the share limitlimitations set forth in [Section 4.1],3.3] hereof. The Committee shall be adjusted proportionately and accordingly byalso make appropriate adjustments described in [(i)-(iii)])] of the Committee. In addition,previous sentence in the number and kindevent of sharesany distribution of stock for which Awards are outstandingassets to stockholders other than a normal cash dividend. Adjustments, if any, and any applicable performance goals shall be adjusted proportionately and accordinglydetermination or interpretations, made by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable,shall be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversionfinal, binding and conclusive. Conversion of any convertible securities of the Company shall not be treateddeemed to have been effected for adequate consideration. Except as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paidexpressly provided herein, no issuance by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kindCompany of shares of stockany class or securities convertible into shares 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 outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.an Award.
Adjustments. In the numberevent of any change in the outstanding shares of Stock is increased or decreased orCommon Stock, without the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kindsCompany, by reason of a stock dividend, stock split, reverse stock split or distribution (other than a regular dividend), recapitalization, merger, reorganization, reclassification, consolidation, split-up, spin-off, combination of shares, exchange of shares of stock for which grants of Options and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declaredchange in corporate structure affecting the Common Stock and paid bynot involving the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall,shall make appropriate adjustments in such manner as the Board or the Committee deems appropriate, adjust # the aggregate number of and kind of shares of stockCommon Stock # available for issuance under the Plan, # for which grants or Awards may be made to any Participant or to any group of Participants (e.g., Outside Directors), # which are available for issuance under Incentive Stock Options, # covered by outstanding unexercised Awards and grants denominated in shares or units of Common Stock, and # underlying Stock Options granted pursuant to [Section 6.7], # the Code Section 162(m) limitations; # the exercise or other applicable price related to outstanding Awards or grants and # the appropriate Fair Market Value and other price determinations relevant to outstanding Awards or grants and shall make such other adjustments as may be appropriate under the circumstances; provided, that the number of shares subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/any Award or # any applicable performance goals.grant always shall be a whole number.
Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date,Company, then the number and kinds of shares of stock for which grants of Optionsgranted under this Option and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1],Option Price shall be adjusted proportionately and accordinglyproportionately. No adjustment shall be made in connection with the payment by the Committee. In addition,Company of any cash dividend on its Stock or in connection with the number and kindissuance by the Company of any warrants, rights, or options to acquire additional shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding OptionsStock or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.convertible into Stock.
Changes in Capitalization. In the numberevent of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off,stock dividend, recapitalization, combination of stock, exchangeshares, reclassification of stock, stockshares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other distribution payablethan an ordinary cash dividend, # the number and class of securities available under the Plan, # the share counting rules set forth in capital stock, or other increase or decrease in[[Section 4(a), (iii)])]] the number and class of securities and exercise price per share of each outstanding Option, # the share and per-share provisions and the measurement price of each outstanding SAR, # the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and # the share and per-share-related provisions and the purchase price, if any, of Stock effected without receipt of considerationeach outstanding Other Stock-Based Award, shall be equitably adjusted by the Company occurring after the Effective Date, the number and kinds of shares of stock for which grants of Options and other(or substituted Awards may be made undermade, if applicable) in the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordinglymanner determined by the Committee. In addition,Board. Without limiting the number and kindgenerality of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event the Company effects a split of anythe Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.dividend.
Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date,Company, then the number and kinds of shares of stock for which grants of Optionsgranted under this Option and other Awards may be made under the Plan, including the share limit set forth in [Section 4.1],Option Price shall be adjusted proportionately and accordinglyproportionately. No adjustment shall be made in connection with the payment by the Committee. In addition,Company of any ordinary cash dividend on its Stock or in connection with the number and kindissuance by the Company of any warrants, rights, or options to acquire additional shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding OptionsStock or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.convertible into Stock.
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