Changes in Capital Structure. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, combination or exchange of shares or other similar changes in the Common Stock (provided that any such event qualifies as a “corporate transaction” as defined in Treasury Regulation 1.424 – 1(a)(3)), appropriate adjustments shall be made (in accordance with Treasury Regulation 1.409A – 1(b)(5)(v)(D)) in the shares of Restricted Stock or Restricted Stock Units and Dividend Equivalents, if any, theretofore awarded to the Participants, the shares of Common Stock subject to outstanding and unexercised Options and the aggregate number of shares of Common Stock which may be awarded pursuant to the Plan. Such adjustments shall be conclusive and binding for all purposes. Additional shares of Restricted Stock issued to a Participant as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate.
Changes in Capital Structure.Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in the outstanding sharescapitalization or event, or any dividend or distribution to holders of Common Stock by reasonother than an ordinary cash dividend, # the number and class of any stock dividend or split, recapitalization, combination or exchangesecurities available under this Plan, # the number and class of securities and exercise price per share of each outstanding Option, # the number of shares orsubject to and the repurchase price per share subject to each outstanding Restricted Stock Award, and # the terms of each other similaroutstanding Award shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board; provided that, unless otherwise determined by the Board, such changes to the Options shall comply with [section 1.424-11]1]] of the Treasury Regulations. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock (provided that anyby 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 event qualifies as a “corporate transaction” as defined in Treasury Regulation 1.424 – 1(a)(3))dividend), appropriate adjustmentsthen an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be made (in accordanceentitled to receive, on the distribution date, the stock dividend with Treasury Regulation 1.409A – 1(b)(5)(v)(D)) in the shares of Restricted Stock or Restricted Stock Units and Dividend Equivalents, if any, theretofore awardedrespect to the Participants, the shares of Common Stock subject toacquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding and unexercised Options andas of the aggregate numberclose of shares of Common Stock which may be awarded pursuant tobusiness on the Plan. Such adjustments shall be conclusive and bindingrecord date for all purposes. Additional shares of Restricted Stock issued to a Participant as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate.stock dividend.
Adjustments Upon Changes in Capital Structure.Capitalization, Etc. In the event of any change in the outstanding sharesCommon Stock of Common Stockthe Company by reason of any stock dividend or split, stock dividend, recapitalization, merger, consolidation, combination or exchange of sharesCommon Stock or other similar changescorporate change or in the Common Stock (provided thatevent of any special distribution to shareholders, the Committee shall make such event qualifies as a “corporate transaction” as defined in Treasury Regulation 1.424 – 1(a)(3)), appropriateequitable adjustments shall be made (in accordance with Treasury Regulation 1.409A – 1(b)(5)(v)(D)) in the number of shares of Restricted Stock or Restricted Stock Unitsas the Committee determines are necessary and Dividend Equivalents, if any, theretofore awarded to the Participants, the shares of Common Stock subject to outstanding and unexercised Options and the aggregate number of shares of Common Stock which may be awarded pursuant to the Plan. Such adjustmentsappropriate. Any such adjustment shall be conclusive and binding for all purposes. Additional sharespurposes of Restricted Stock issued to a Participant as the result of any such change shall bear the same restrictions as the shares of Common Stock to which they relate.Plan.
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