Common use of CAPITAL CHANGES AND BUSINESS SUCCESSIONS Clause in Contracts

CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of the Option to encourage the Optionee to work for the best interests of the Company and its stockholders. Since, for example, that might require the issuance of a stock dividend or a merger with another corporation, the purpose of the Option would not be served if such stock dividend, merger or similar occurrence would cause the Optionee's rights hereunder to be diluted or terminated and thus be contrary to the Optionee's interest. The 1996 Stock Plan of the Company contains extensive provisions designed to preserve options at full value in a number of contingencies and although this option is not governed by the 1996 Stock Plan, provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference. In particular, without affecting the generality of the foregoing, it is understood that for the purposes of Articles 2 through 4 hereof, both inclusive, employment by the Company includes employment by a Related Corporation as defined in the Plan.

CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of the Option to encourage the Optionee to work for the best interests of the Company and its stockholders. Since, for example, that might require the issuance of a stock dividend or a merger with another corporation, the purpose of the Option would not be served if such stock dividend, merger or similar occurrence would cause the Optionee's rights hereunder to be diluted or terminated and thus be contrary to the Optionee's interest. The 1996 Stock Plan of the Company contains extensive provisions designed to preserve options at full value in a number of contingencies and although this option is not governed by the 1996 Stock Plan, provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company Company, are hereby made applicable hereunder and are incorporated herein by reference. In particular, without affecting the generality of the foregoing, it is understood that for the purposes of Articles 2 through 4 hereof, both inclusive, employment by the Company includes employment by a Related Corporation as defined in the Plan.