Example ContractsClausesadjustments for changes in capitalization of companyVariants
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In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders, or other similar corporate change, the Company shall make such adjustment in the aggregate number of Shares that may be issued under the Plan, and the number of Shares subject to, and the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.

Adjustments to Number of Shares Subject to the Plan. In the event of aany change in the outstanding shares of Stock of the Company by reason of any stock dividend, stock split, spinoff, recapitalization, merger, consolidation, combination, subdivision, issuanceextraordinary dividend, exchange of rights to all stockholders,shares or other similar corporate change, the Company shall make such adjustment in the aggregate number of Shares thatshares of Stock with respect to which awards may be issuedmade under the Plan, the terms and the number of Shares subject to,shares of any outstanding Stock Options, Stock Appreciation Rights, Performance Units and Restricted Stock, and the Exercise Price of, each then-outstanding Option, as it,purchase price of a share of Stock under Stock Options, may be equitably adjusted by the Board in its sole and absolute discretion, deems appropriate.discretion.

The aggregate number of shares available for options under this Plan, the shares subject to any option, and the option price provided for in the option agreements then outstanding shall be proportionately adjusted to reflect any change in the number or kind of shares of stock resulting from: # a subdivision or consolidation of shares or any other capital adjustment, # the payment of a dividend, # an increase or decrease in the number of shares of issued stock effected without receipt of consideration by the Company (other than contributions of stock by the Company to any employee benefit plan), or # any transaction or occurrence which, in the judgment of the Committee, has a similar effect on the stock. Such an adjustment shall be made in any manner deemed by the Committee to equitably prevent the substantial dissolution or enlargement of the rights granted to, or available for, optionees under the Plan. In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuancedissolution or liquidation of rights tothe Company or a merger, consolidation, sale of all stockholders,or substantially all of its assets, or other similar corporate change,reorganization in which the Company shall make such adjustmentis not the surviving corporation (other than a mere redomestication or similar transaction in which the operations and control are not materially affected), notwithstanding the terms and conditions otherwise set forth in the aggregate number of Shares that may be issued under the Plan, all options previously granted and the number of Shares subject to, and the Exercise Price of, each then-still outstanding Option, as it, in its sole and absolute discretion, deems appropriate.shall become exercisable.

InReorganizations. Notwithstanding any other provision of the eventPlan to the contrary, but subject to any required action by the stockholders of the Company, the Board shall make any adjustments to the class and/or number of Shares covered by the Plan, the number of Shares for which each outstanding Option pertains, the Exercise Price of an Option, and/or any other aspect of this Plan to prevent the dilution or enlargement of the rights of Participants under this Plan in connection with any increase or decrease in the number of issued and outstanding shares of the common capital stock of the Company resulting from the payment of a stock dividend, a stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders,a reverse stock split or any other similar corporate change, the Company shall make such adjustmentevent which results in the aggregate number of Shares that may be issued under the Plan, andan increase or decrease in the number of Shares subject to,issued and outstanding shares of the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.common capital stock of the Company effected without receipt of adequate consideration by the Company.

Adjustment. In the event of a stock dividend,split, a stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders,dividend or othera similar corporate change, thechange in Company shall make such adjustment in the aggregate number of Shares that may be issued under the Plan, andstock, the number of Shares subject to,covered by the Option and the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.per Share may be adjusted pursuant to the Plan.

InSubdivision or Consolidation. Subject to any required action by shareholders of the eventCorporation, the number of shares of Stock covered by each outstanding option, and the exercise price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Corporation resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders,dividend (but only on the Stock) or any other similar corporate change, the Company shall make such adjustmentincrease or decrease in the aggregate number of Shares that may be issued under the Plan, and the number of Sharessuch shares effected without receipt of consideration by the Corporation. Any fraction of a share subject to, andto option that would otherwise result from an adjustment pursuant to this Section shall be rounded downward to the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.next full number of shares without other compensation or consideration to the holder of such option.

Generally. In the event of a stock dividend, stockany change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, subdivision, issuancecombination or transaction or exchange of rights to all stockholders,Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar corporate change,to the Company shallforegoing, the Committee in its sole discretion and without liability to any person may make such adjustment insubstitution or adjustment, if any, as it deems to be equitable, as to # the aggregatenumber or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, # the maximum number of Shares thatfor which Awards (including limits established for Restricted Stock or Other Stock-Based Awards) may be issued undergranted during a calendar year to any Participant, # the Plan, and the numberOption Price or exercise price of Shares subject to, and the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.any Stock Appreciation Right and/or # any other affected terms of such Awards.

In the eventChanges in Stock. Subject to [Section 3(c)] hereof, if, as a result of aany reorganization, recapitalization, reclassification, stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders,reverse stock split or other similar corporate change,change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, 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 or any successor entity (or a parent or subsidiary thereof), the Administrator shall make suchan appropriate or proportionate adjustment in # the maximum number of shares reserved for issuance under the Plan, # 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 Shares that mayshares 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 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 Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan, andPlan resulting from any such adjustment, but the number of Shares subject to, and the Exercise Price of, each then-outstanding Option, as it,Administrator in its sole and absolute discretion, deems appropriate.discretion may make a cash payment in lieu of fractional shares.

In the event of aany stock dividend, stock split, recapitalization, combination, subdivision, issuancecombination or exchange of rightsshares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to all stockholders, or any other similar corporate change,change affecting the Company shallshares of the Company's stock or the share price of the Company's stock other than an Equity Restructuring, the Board may make equitable adjustments, if any, to reflect such adjustment inchange with respect to # the aggregate number and kind of Sharesshares that may be issued under the Plan,Plan (including, without limitation, adjustments of the Share Limit and Individual Award Limits); # the number and kind of Shares (or other securities or property) subject to,to outstanding Awards; # the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and/or # the Exercise Price of, each then-grant or exercise price per share for any outstanding Option, as it, in its sole and absolute discretion, deems appropriate.Awards under the Plan.

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