Common use of Adjustment Upon Changes in Capitalization Clause in Contracts

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock ----------------------------------------- covered by this Stock Option are shares of Class A Common Stock of the Company. Subject to Section 6 hereof, if the shares of Class A Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the CommitteeOption Committee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares In the event there is any change in the Common Stock through the declaration of stock dividends, or through recapitalization resulting in a stock split, or combination or exchange of Shares, or otherwise, the Board shall appropriately adjust the number of class of Shares covered by this any Option but which are unexercised, as well as the price to be paid therefor so as to equal the same number of Shares that a record holder of an equal number of Shares immediately prior to such event would own or be entitled to receive after the happening of such event. Any such adjustment shall be determined by the Board as to Options other than those held by Directors, but Options held by Directors shall be adjusted in the same manner. In the event of any such change in the outstanding Common Stock, the Board shall appropriately adjust the aggregate number and class of shares available under the Plan. In the case of any such change in the Common Stock, the aggregate option price in each Optionee's Stock Option Agreement of all the Shares covered thereby prior to such change, shall be the aggregate option price for all the shares or other securities substituted for such shares or to which such shares are shares adjusted, and the Option Price per share after such change shall be determined accordingly. In the case of Common Stock any consolidation of the Company. Subject to Section 6 hereofBank Holding Company with, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities merger of the Bank Holding Company into, any other corporation (other than a consolidation or any successor entity (or a parent or subsidiary thereofmerger in which the Bank Holding Company is the continuing corporation), whether through merger or consolidation, in case of any sale or transfer of all or substantially all of the assets of the Bank Holding Company, reorganizationand, recapitalizationin particular, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this the acquisition of the majority of the Common Stock Optionof the Bank Holding Company by a holding company, the Corporation formed by such consolidation or the corporation into which the Bank Holding Company shall have been merged or the corporation which shall have acquired such assets or Common Stock, as the case may be (the "Acquiring Corporation"), shall execute and deliver to each Optionee thereafter a supplemental stock option agreement providing that the Holder of each Option then outstanding shall have the right, subject during the period such Option shall be outstanding pursuant to Section 6its terms, to purchase exercise such Option (to the number extent vested) as to the kind and amount of shares under this Stock Option at the per share priceof stock receivable upon such acquisition, as so adjustedconsolidation, which the Optionee could purchase at the total purchase price applicable to this Stock Option merger, sale or transfer by a holder, immediately prior to such adjustmentacquisition, all references herein consolidation, merger, sale or transfer, of the total number of shares subject to the Option. Such supplemental stock option agreement shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article. The provisions of this Section shall similarly apply to successive acquisitions, consolidations, mergers, sales or transfers. The supplemental stock option agreement shall also provide for the exercise of Options using stock of the corporation which is the subject of the Option. No fractional Shares of the Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise issuable on account of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be madeany action aforesaid, and the extent thereofaggregate number of Shares into which Shares then covered by the Option when changed as a result of such action shall be reduced to the largest number of whole shares resulting from such action, unless the Board (or in the event of an acquisition, consolidation, merger, sale or transfer as described above, the Board of Directors of the Acquiring Corporation), in its discretion, shall be conclusivedetermine to issue scrip certificates. No fractional shares of Common Stock In such event, the scrip certificates shall be issued under in a form and have such terms and conditions as the Plan resulting from any such adjustmentBoard (or the Board of Directors of Acquiring Corporation, but as the Company case may be) in its discretion may make a cash payment in lieu of fractional sharesshall prescribe.

Adjustment Upon Changes in Capitalization. The shares of stock ----------------------------------------- covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the CommitteeCommittee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary Subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the 1999 Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock ----------------------------------------- covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the CommitteeCommittee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but by the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. (a) The shares of stock covered by this Stock Option are shares of the Common Stock of the Company. Subject to Section 6 hereof, if If the shares of the Company's Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares shares, and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 Paragraph 6 shall be determined made by the CommitteeBoard of Directors (exclusive of the Optionee, if at such time Optionee is a member of the Board of Directors) of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from on account of any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional sharesadjustment specified above.

Adjustment Upon Changes in Capitalization. The shares of stock Option Shares covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if If the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to the limitations described in Section 67 of this Agreement, to purchase the number of shares Shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all . All references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 6 shall be determined by the CommitteeBoard of Directors or a designated committee thereof, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock covered ----------------------------------------- by this Stock Option are shares of Class A Common Stock of the Company. Subject to Section 6 hereof, if the shares of Class A Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the CommitteeOption Committee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock covered ----------------------------------------- by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The In the event there is any change in the Common Stock of the Company through the declaration of stock dividends, or through recapitalization resulting in a stock split, or combination or exchange of shares of stock Common Stock, or otherwise, the Board of Directors of the Company shall appropriately adjust the number of shares covered by this Stock the Option but which are unexercised, and the Option price payable therefor, so as to equal the same number of shares that a record holder of an equal number of shares of Common Stock immediately prior to such event would own or be entitled to receive after the happening of such event and so as to provide for the Companysame aggregate Option price as was payable for such shares before such adjustment. Subject to Section 6 hereof, if In the shares case of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities any consolidation of the Company with, or merger of the Company into, any successor entity other corporation (other than a consolidation or a parent or subsidiary thereofmerger in which the Company is the continuing corporation), whether through merger or consolidation, in case of any sale or transfer of all or substantially all of the assets of the Company, reorganizationand, recapitalizationin particular, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this the acquisition of the majority of the Common Stock Optionof the Company by a holding company, the Corporation formed by such consolidation or the corporation into which the Company shall have been merged or the corporation which shall have acquired such assets or Common Stock, as the case may be (the "ACQUIRING CORPORATION"), shall execute and deliver to the Optionee thereafter a supplemental stock option agreement providing that the Optionee shall have the right, subject to Section 6during the period that the Option is outstanding, to purchase exercise the number Option (to the extent otherwise exercisable hereunder) as to the kind and amount of shares under this Stock Option at the per share priceof stock receivable upon such acquisition, as so adjustedconsolidation, which the Optionee could purchase at the total purchase price applicable to this Stock Option merger, sale or transfer by a holder, immediately prior to such adjustmentacquisition, all references herein consolidation, merger, sale or transfer, of the total number of shares subject to Common Stock the Option. Such supplemental stock option agreement shall provide for adjustments which shall be deemed to refer as nearly equivalent as may be practical to the security that is subject to acquisition upon exercise adjustments provided for herein. The provisions of this Stock Option and all references paragraph shall similarly apply to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committeesuccessive acquisitions, whose determination as to what adjustment shall be madeconsolidations, and the extent thereofmergers, shall be conclusivesales or transfers. No fractional shares of the Common Stock shall be issued under issuable on account of any action aforesaid, and the Plan aggregate number of shares into which shares then covered by the Option shall be reduced when changed as a result of such action shall be the largest number of whole shares resulting from any such adjustmentaction, but unless the Board of Directors of the Company (or in the event of an acquisition, consolidation, merger, sale or transfer as described above, the Board of Directors of the Acquiring Corporation), in its discretion, shall determine to issue scrip certificates. In such event, the scrip certificates shall be in a form and have such terms and conditions as the Board of Directors of the Company (or the Board of Directors of Acquiring Corporation, as the case may be) in its discretion may make a cash payment in lieu of fractional sharesshall prescribe.

Adjustment Upon Changes in Capitalization. The shares of stock covered ----------------------------------------- by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if If the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale consolidation (subject to the provisions of all or substantially all of the assets of the CompanySection 7), reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 6 shall be determined by the CommitteeOption Committee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares Subject to any required action by stockholders, the number of stock covered by this Stock Option are shares of Common Stock covered by this Option and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's common stock resulting from a subdivision or consolidation of such shares or the payment of a stock dividend (but only of common stock) or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company. Subject to Section 6 hereofany required action by stockholders, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of Company is the Company or surviving corporation in any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all this Option shall pertain and apply to the securities to which a holder of the assets number of shares of common stock subject to the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment Option would have been entitled. The foregoing adjustments shall be made by the Company's Board of Directors, whose determination shall be conclusive and binding on the Company and Employee. Except as expressly provided in this Section 6, Employee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number and kind of shares of stock of any class, or by reason of any dissolution, liquidation, merger, consolidation or spin-off of assets or stock of another corporation, and in any issue by the per share exercise price Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to this option or the exercise price thereof. This option shall not affect in any unexercised portion way the right or power of this Stock Option. In the event Company to make adjustments, reclassifications, reorganizations or changes of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6its capital or business structure, to purchase the number merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional sharesbusiness or assets.

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 5 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 65, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 4 shall be determined by the CommitteeBoard of Directors, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan here resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 5 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary Subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 65, to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 4 shall be determined by the Committee, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

Adjustment Upon Changes in Capitalization. The If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of stock covered by this Stock Option are increased or decreased or are exchanged for a different number or kind of shares of Common Stock or other securities of the Company. Subject , or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to Section 6 hereof, if the such shares of Common Stock or other securities, or, if, as a whole result of any merger, consolidation or sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or other securities of the Company or any successor entity (or a parent or subsidiary thereof), whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change Committee in corporate structure or the like, its sole discretion shall make an appropriate and or proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares or other securities subject to any unexercised portion of this Stock Option. In Option and the event of any such adjustment in this Stock OptionExercise Price, without changing the aggregate Exercise Price (i.e., the Optionee thereafter shall have the right, subject to Section 6, to purchase Exercise Price multiplied by the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable or other securities subject to this Stock Option immediately prior shall be the same both before and after any adjustment pursuant to this Section 5); provided that, the adjusted Exercise Price may not be less than the par value of the Stock. After any such adjustment, all references herein to Common Stock or common stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to Option. The adjustment by the Company Committee shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the Committeefinal, whose determination as to what adjustment shall be made, binding and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company Committee in its discretion may either make a cash payment in lieu of fractional sharesshares or round any resulting fractional share down to the nearest whole number.

Adjustment Upon Changes in Capitalization. a) The shares of stock covered by this Stock Option are shares of the Common Stock of the Company. Subject to Section 6 hereof, if If the shares of the Company's Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares shares, and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 Paragraph 6 shall be determined made by the CommitteeOption Committee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from on account of any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional sharesadjustment specified above.

Adjustment Upon Changes in Capitalization. The shares of stock covered by this Stock Option are shares of Common Stock of the Company. Subject to Section 6 hereof, if the shares of Common Stock as a whole are increased, decreased, changed or converted into or exchanged for a different number or kind of shares or securities of the Company or any successor entity (or a parent or subsidiary thereof)Company, whether through merger or consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares and in the per share exercise price of shares subject to any unexercised portion of this Stock Option. In the event of any such adjustment in this Stock Option, the Optionee thereafter shall have the right, subject to Section 6, right to purchase the number of shares under this Stock Option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to this Stock Option immediately prior to such adjustment, all references herein to Common Stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Stock Option and all references to the Company shall be deemed to refer to the issuer of such security. Adjustments under this Section 5 shall be determined by the CommitteeCommittee of the Company, whose determination as to what adjustment shall be made, and the extent thereof, shall be conclusive. No fractional shares of Common Stock shall be issued under the Plan resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.