Common use of Changes in Capitalization Clause in Contracts

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. To the extent required under Applicable Laws, (ai) The number the numbers and class of Shares or other shares of Common Stock reserved or securities: (x) available for issuance upon future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Option and the Exercise Price Shares or subdivision of the Option shall be proportionately adjusted for Shares. In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding Shares effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence Company, a declaration of the event. (b) In the event of a merger, consolidation, an extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments dividend with respect to the Option and take such Shares payable in a form other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however than Shares in an amount that if the Company shall not be the surviving entity as has a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon material effect on the Fair Market Value Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) the Common Stock determined numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any date within thirty (30) days immediately prior to the transaction. (c) The existence class, or securities convertible into shares of the Plan stock of any class, shall affect, and the Option granted pursuant to the Plan no adjustment by reason thereof shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofbe made with respect to, the dissolution number or liquidation price of the CompanyShares subject to an Award. If, any sale by reason of a transaction described in this Section 11(a) or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any an adjustment pursuant to this Section 6 may provide11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in the Committee’s discretionrespect thereof, for the elimination without payment therefor of any fractional shares that might otherwise shall be subject to all of the Optionterms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustment.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that causes the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee may shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate Option, with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entity, then the Committee may cash-out Period or terminating the Option based upon in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Common Stock determined as Option Shares over the aggregate Exercise Price of any date within thirty (30the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) days immediately prior to will be final and binding on the transactionOptionee. Any action taken by the Committee need not treat all optionees equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. (a) The number of Restricted Shares shall be proportionately adjusted from and after the record date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock reserved for issuance upon underlying the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase Award to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or decrease in the number of issued shares of Common Stock resulting from recapitalization through a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventlarge, nonrecurring cash dividend. (b) In the event case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a mergermerger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, extraordinary dividendmerger, reorganization sale or other change in the capital structure of conveyance, the Company or tender offer such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon vesting of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for shares in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of Common Stockcausing such rights to be substituted for the Award, the Committee may make such adjustments may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the period during which the Award vests, provided it vests not more than 20 days after the date the notice is given, or (ii) cancel the Award upon payment to the Participant in cash, with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such mergerAward, consolidationof an amount which, reorganization or tender offer; provided, however that if in the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution sole discretion of the Option with option rights in Committee, is determined to be equivalent to the surviving entityamount, then the Committee may cash-out the Option based upon if any, by which the Fair Market Value (at the effective time of the Common Stock determined as transaction) of the consideration that the Participant would have received if the Award had been vested before the effective time. The actions described in this Subsection (b) may be taken without regard to any date within thirty (30) days immediately prior resulting tax consequences to the transactionParticipant. Any determination made by the Committee pursuant to this Subsection (b) will be final and binding on the Participant. Any action taken by the Committee need not treat all Participants under the Plan similarly. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that cause the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee may or its designee shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entity, then the Committee may cash-out Period or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as of any date within thirty (30provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 6(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee or its designee need not treat all Participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option If at any time there shall be proportionately adjusted for any an increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock of the Company, through the declaration of a stock dividend or through any other increase recapitalization resulting in a stock split-up, combination or decrease exchange of shares of Common Stock, then appropriate proportional adjustment shall be made in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company Option Shares (and, with respect to the extent that Grantee’s proportionate interest shall be maintained as before Option Shares, the occurrence of the eventOption Exercise Price) subject to this Option still outstanding. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization consolidation or other change in the capital structure reorganization of the Company or tender offer for shares under the terms of Common Stockwhich the Company is not the surviving corporation, but the surviving corporation elects to assume this Option, the Committee may make such adjustments Grantee shall be entitled to receive, upon the exercise of the Option, with respect to each Option Share: (i) the Option number of shares of stock of the surviving corporation (or equity interest in any other entity); and take such (ii) any other actions as it deems necessary notes, evidences of indebtedness or appropriate to reflect other property, that the Grantee would have received in connection with such merger, consolidation, consolidation or other reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of had he exercised the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transactionsuch merger, consolidation or other reorganization. (c) The Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect and no adjustment by reason thereof shall be made with respect to, the number of Option Shares then outstanding or the Option Exercise Price. (d) Without limiting the generality of the foregoing, the existence of the Plan and the Option granted pursuant to the Plan outstanding Options under this Agreement shall not affect in any way manner the right or power of the Company to make make, authorize or authorize consummate: (i) any adjustmentor all adjustments, reclassificationrecapitalizations, reorganization reorganizations or other change changes in the Company's capital structure or its capital or business structure, business; (ii) any merger or consolidation of the Company, ; (iii) any issue issuance by the Company of debt securities or equity securities having preferences or priorities as preferred stock that would rank above the Option Shares subject to the Common Stock or the rights thereof, outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, any sale transfer or transfer assignment of all or any part of its the assets or business of the Company; or assets, or (vi) any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor whether of any fractional shares that might otherwise be subject to the Optiona similar character or otherwise.

Changes in Capitalization. (a) The Except as provided in Subsection (b) below, if the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued shares of Common Stock resulting from a subdivision or a combination of shares or of Stock, the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization dividend or other change in the capital corporate structure of the Company Company, including a Change in Control, or tender offer for shares of Common Stock, the Committee may make such adjustments with respect Company shall provide for an appropriate adjustment to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization provide for the substitution of a new option which adjustment or tender offersubstitution shall be consistent with the event requiring the adjustment or substitution; provided, however that if however, in the event the Company shall will not be the surviving entity as a result of any such the event and the parties surviving entity does not agree to that transaction do not provide for the substitution of the Option with option rights in the surviving entityadjustment or substitution, then the Committee may cash-out elect to terminate the Option based upon Period as of the date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then Fair Market Value of the Common Stock determined and the Exercise Price for each Option Share as to which the Option has not been exercised as of any the date within thirty (30) days immediately prior to of the transactionChange in Control. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s 's discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of Restricted Shares shall be proportionately adjusted from and after the record date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock reserved for issuance upon the exercise of underlying the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or decrease in the number of issued shares of Common Stock resulting from recapitalization through a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventlarge, nonrecurring cash dividend. (b) In the event case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a mergermerger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, extraordinary dividendmerger, reorganization sale or other change in the capital structure of conveyance, the Company or tender offer such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for shares in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of Common Stockcausing such rights to be substituted for the Award, the Committee may make such adjustments may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the period during which the Award is exercisable, provided it remains exercisable, to the extent it is otherwise exercisable, for at least 20 days after the date the notice is given, or (ii) cancel the Award upon payment to the Participant in cash, with respect to the Option and take such other actions as it deems necessary or appropriate Award to reflect such mergerthe extent then exercisable, consolidationof an amount which, reorganization or tender offer; provided, however that if in the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution sole discretion of the Option with option rights in Committee, is determined to be equivalent to the surviving entityamount, then the Committee may cash-out the Option based upon if any, by which the Fair Market Value (at the effective time of the Common Stock determined as transaction) of the consideration that the Participant would have received if the Award had been exercised before the effective time exceeds the Exercise Price. The actions described in this Subsection (b) may be taken without regard to any date within thirty (30) days immediately prior resulting tax consequences to the transactionParticipant. Any determination made by the Committee pursuant to this Subsection (b) will be final and binding on the Participant. Any action taken by the Committee need not treat all Participants under the Plan equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. (a) The If the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued a subdivision or combination of shares of Common Stock resulting from a subdivision or a combination of shares or Stock, the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization Change in Control or other change in the capital structure of corporate transaction pursuant to which the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall is not be the surviving entity as a result of any such event and the parties surviving entity does not agree to that transaction do not provide for the substitution assumption of the Option with option rights in Option, the surviving entity, then the Committee Company may cash-out elect to terminate the Option based upon Period as of the effective date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value of the Common Stock determined and the aggregate Exercise Price for each Option Share which has not been exercised as of any the effective date within thirty (30) days immediately prior to of the transactionChange in Control. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s Company's discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment grant of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets. (b) If, while this Option is outstanding, the outstanding Shares have increased, decreased, changed into, or any other corporate act been exchanged for a different number or proceeding. Any adjustment pursuant kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, or similar transaction, appropriate and proportionate adjustments shall be made by the Committee to the number and/or kind of Shares which are subject to purchase under this Option and for the Option exercise price or prices applicable to this Option. Such adjustments will be made so that the same proportion of the Company's issued and outstanding Shares in each instance shall remain subject to purchase at the same aggregate exercise price. (c) In the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all its authorized shares with par value into the same number of shares with a different par value or without par value, the Shares resulting from any such change shall be deemed to be Shares within the meaning of this Agreement. (d) In the event of a merger, consolidation, or acquisition of substantially all of the Company's Shares or assets, the Committee may take such actions with respect to outstanding Options as the Committee deems appropriate. (e) If any fractional share would result from any such adjustment under this Section 6 may provide7, the Company shall not issue such fractional share, but shall round any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject each case to the Optionnearest whole number.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option Shares shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that causes the per share value of the shares of Common Stock resulting from underlying the Stock Award to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee may shall take such action to make such adjustments with respect in the Shares or the terms of the Stock Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate to reflect such mergerAward, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights Vesting Schedule or terminating the Award in consideration of a cash payment to the surviving entity, Grantee in an amount equal to the then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30Shares. Any determination made by the Committee pursuant to this Section 4(b) days immediately prior to will be final and binding on the transactionGrantee. Any action taken by the Committee need not treat all Grantees equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (ai) The number the numbers and class of shares of Common Stock reserved Shares or other stock or securities: (x) available for issuance upon future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, reclassification of the Option and the Exercise Price Shares or subdivision of the Option shall be proportionately adjusted for Shares. In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding Shares effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence Company, a declaration of the event. (b) In the event of a merger, consolidation, an extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments dividend with respect to the Option and take such Shares payable in a form other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however than Shares in an amount that if the Company shall not be the surviving entity as has a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon material effect on the Fair Market Value Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate adjustments, in its discretion, in one or more of (i) the Common Stock determined numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any date within thirty (30) days immediately prior to the transaction. (c) The existence class, or securities convertible into shares of the Plan stock of any class, shall affect, and the Option granted pursuant to the Plan no adjustment by reason thereof shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofbe made with respect to, the dissolution number or liquidation price of the CompanyShares subject to an Award. If, any sale by reason of a transaction described in this Section 10(a) or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any an adjustment pursuant to this Section 6 may provide10(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in the Committee’s discretionrespect thereof, for the elimination without payment therefor of any fractional shares that might otherwise shall be subject to all of the Optionterms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustment.

Changes in Capitalization. 9.1 The number and class of shares subject to the Option, the Exercise Price (abut not the total price) The and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted in the event of any increase or decrease in the number of the issued shares of Common Stock of the Company which results from a split-up or consolidation of shares, payment of a stock dividend or stock dividends exceeding a total of five percent for which the record dates occur in any one fiscal year, a recapitalization (other than the conversion of convertible securities according to their terms), a combination of shares or other like capital adjustment, so that upon exercise of the Option, Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock reserved for issuance which the Option is being exercised upon the exercise date of the Option and the Exercise Price of the Option shall be proportionately adjusted for any such change or increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventCompany. (b) In the event of 9.2 Upon a mergerreorganization, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyCompany with one or more corporations as a result of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, a sale of all or substantially all of the property of the Company to another corporation or any issue dividend or distribution to shareholders of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation more than ten percent of the Company's assets, adequate adjustment or other provisions shall be made by the Company or other party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, the shares, securities or assets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, as if Optionee had been the owner of such shares as of the applicable date. Any securities so substituted shall be subject to similar successive adjustments. 9.3 If a change of control ("Change in Control") of the Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then outstanding securities or (b) on the date the shareholders of the Company approve (i) a merger of the Company with or into any other corporation in which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, (ii) a consolidation of the Company with any other corporation, or (iii) the sale or transfer disposition of all or any part substantially all of its business the Company's assets or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor a plan of any fractional shares that might otherwise be subject to the Optioncomplete liquidation.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventCompany. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization spin-off, sale of substantially all of the Company's assets or other material change in the capital structure of the Company or a tender offer for shares of Common Stock, or a Change in Control (each a "Corporate Transaction"), the Committee may shall take such action to make such adjustments with respect to in the Option and take such other actions or the terms of this Award as it deems the Committee, in its sole discretion, determines in good faith is necessary or appropriate to reflect the terms of such merger, consolidation, reorganization or tender offer; provided, however that if Corporate Transaction so as to preserve the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution economic value of the Option determined as of the date of the Corporate Transaction or the Committee action, as the case may be, including, without limitation, adjusting the number and class of securities subject to the Option, with option rights a corresponding adjustment made in the surviving entity, then Exercise Price; substituting a new option to replace the Committee may cash-out Option; or accelerating the termination of the Option based upon Period; or, terminating the Option in consideration of payment to Optionee of the excess of the then Fair Market Value of the Common Stock determined as Option Shares over the aggregate Exercise Price of any date within thirty (30the Option Shares. In determining economic value, the Committee need not take into account the possibility of future appreciation. Any determination made by the Committee pursuant to this Section 5(b) days immediately prior to will be final and binding on the transactionOptionee. Any action taken by the Committee need not treat all optionees equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transaction between the number Company and the holders of issued capital stock of the Company that causes the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventlarge, nonrecurring cash dividend. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, the Committee may shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate Option, with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entityPeriod, then the Committee may cash-out removing any restrictions, or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined as Option Shares over the aggregate Exercise Price of any date within thirty (30the Option Shares. Any determination made by the Committee pursuant to this Section 6(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee need not treat all participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment grant of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets. (b) If, while this Option is outstanding, the outstanding Shares have increased, decreased, changed into, or any other corporate act been exchanged for a different number or proceeding. Any adjustment pursuant kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, or similar transaction, appropriate and proportionate adjustments shall be made by the Committee to the number and/or kind of Shares which are subject to purchase under this Option and for the Option exercise price or prices applicable to this Option. Such adjustments will be made so that the same proportion of the Company's issued and outstanding Shares in each instance shall remain subject to purchase at the same aggregate exercise price. (c) In the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all its authorized shares with par value into the same number of shares with a different par value or without par value, the Shares resulting BY SIGNING THE OPTION AGREEMENT, YOU AGREE TO THESE TERMS & CONDITIONS. READ THEM CARFULLY. from any such change shall be deemed to be Shares within the meaning of this Agreement. (d) In the event of a merger, consolidation, or acquisition of substantially all of the Company's Shares or assets, the Committee may take such actions with respect to outstanding Options as the Committee deems appropriate. (e) If any fractional share would result from any such adjustment under this Section 6 may provide7, the Company shall not issue such fractional share, but shall round any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject each case to the Optionnearest whole number.

Changes in Capitalization. The option price shall be adjusted from time to time as follows: (a) The Subject to any required action by stockholders, the number of shares of Common Stock reserved for issuance upon the exercise of the Option Optioned Shares covered by each outstanding option, and the Exercise Price of the Option Price, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or a combination consolidation of shares of Common Stock or the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding (but only on shares of Common Stock Stock) or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventCompany. (b) Subject to any required action by stockholders, if the Company shall be the surviving corporation in any merger or consolidation, this option shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the option would have been entitled. (c) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure shares of Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or tender offer for without par value, the shares resulting from any such change shall be deemed to be the Optioned Shares within the meaning of this option. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors of the Company, whose determination shall be final, binding, and conclusive. Except as hereinbefore expressly provided in this Section 6 and in Section 7, Optionee shall have no rights by reason of any subdivision or consolidation, of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stockstock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the 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 Committee may make such adjustments with respect to number of Optioned Shares or the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result Exercise Price. The granting of any such event and the parties to that transaction do not provide for the substitution of the Option with this option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate, or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. 9.1 The number and class of shares subject to the Option, the Exercise Price (abut not the total price) The and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted in the event of any Capital Adjustment, so that upon exercise of the Option, Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock reserved for issuance which the Option is being exercised upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares date of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventCapital Adjustment. (b) In the event of 9.2 Upon a mergerreorganization, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyCompany with one or more corporations as a result of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, a sale of all or substantially all of the property of the Company to another corporation or any issue dividend or distribution to stockholders of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation more than ten percent of the Company’s assets, adequate adjustment or other provisions shall be made by the Company or other party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, the shares, securities or assets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, as if Optionee had been the owner of such shares as of the applicable date. Any securities so substituted shall be subject to similar successive adjustments. 9.3 If a change of control (“Change in Control”) of the Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full until the expiration at the end of the term or until earlier terminated in accordance with paragraphs 5 or 10. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act or any amendment or replacement of such sections) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act or any amendment or replacement of such Rule), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities or (b) on the date the stockholders of the Company approve (i) a merger of the Company with or into any other corporation in which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, (ii) a consolidation of the Company with any other corporation, or (iii) the sale or transfer disposition of all or any part substantially all of its business the Company’s assets or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor a plan of any fractional shares that might otherwise be subject to the Optioncomplete liquidation.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the this Option granted pursuant to the Plan shall not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustmentor all adjustments, reclassificationrecapitalizations, reorganization reorganizations or other change changes in the Company's capital structure or its capital business, or business structure, any merger or consolidation of the Company, or any issue of debt bonds, debentures, preferred or equity securities having preferences prior preference stocks ranking prior to or priorities as to otherwise affecting the Common Stock or the rights thereofthereof (or any rights, options or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its business assets or assetsbusiness, or any other corporate act or proceeding. Any adjustment , whether of a similar character or otherwise. (b) In the event of any liquidation or dissolution of the Company, any reorganization, merger or consolidation pursuant to which the Company is not the surviving or resulting corporation, or of any proposed sale of substantially all of the assets of the Company, there shall be substituted for each share of Common Stock subject to the unexercised portion of the Option that number of shares of each class of stock or other securities or that amount of cash, property or assets that the Optionee would have received on a per share basis had this Section 6 may provideOption been exercised in full prior to such event. Notwithstanding the foregoing, however, the Board, in the Committee’s its sole discretion, for may cancel this Option at least thirty (30) days prior to the elimination without payment therefor effective date of any fractional such liquidation or dissolution of the company, any reorganization, merger or consolidation, or of any such proposed sale of substantially all of the assets of the Company, and give notice to Optionee of its intention to cancel the Option and permit the purchase during the thirty (30) day period following the delivery of such notice of any or all of the shares that might otherwise be subject to the Option, including shares as to which such Option would not otherwise be exercisable. (c) If before the termination hereof, Common Stock is changed into, or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, or similar transaction, the description of the undelivered Optioned Shares will be deemed modified so that the undelivered Optioned Shares shall be of the same class and character as the holder the Optioned Shares would have been entitled to receive had such undelivered Optioned Shares been delivered and outstanding before the change was effected.

Changes in Capitalization. (a) The If the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued a subdivision or combination of shares of Common Stock resulting from a subdivision or a combination of shares or Stock, the payment of an ordinary a stock <PAGE> dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company Bank, an appropriate adjustment shall be made by the Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price. If the Bank shall be the surviving corporation in any merger or consolidation, recapitalization, reclassification of shares or similar reorganization, the Optionee shall be entitled to purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the extent that Grantee’s proportionate interest Option at the time of the transaction would have been entitled to receive as a result of such transaction, and a corresponding adjustment, where appropriate, shall be maintained as before made in the occurrence of the event. (b) Exercise Price. In the event of a merger, consolidation, extraordinary dividend, reorganization Change in Control or other change in corporate transaction pursuant to which the capital structure of Bank is not the Company or tender offer for shares of Common Stocksurviving entity, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with a new option rights in the similar manner as contemplated by the immediately preceding sentence; however, if the surviving entityentity does not agree to the substitution of the Option, then the Committee may cash-out elect to terminate the Option based upon Period as of the effective date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value of the Common Stock determined and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Bank shall cause the Option to terminate as to any portion thereof not exercised as of the effective date within thirty (30) days immediately prior to of the transaction. (c) dissolution or liquidation. The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company Bank to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyBank, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the CompanyBank, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s 's discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The If the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued a subdivision or combination of shares of Common Stock resulting from a subdivision or a combination of shares or Stock, the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) If the Company shall be the surviving entity in any merger, consolidation, reorganization, extraordinary dividend, spin-off, recapitalization, reclassification of shares or other change in corporate structure of the Company or its Common Stock, the Optionee shall be entitled to purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the Option at the time of the transaction would have been entitled to receive as a result of such transaction, and a corresponding adjustment, where appropriate, shall be made in the Exercise Price. In the event of a merger, consolidation, extraordinary dividend, reorganization Change in Control or other change in the capital structure of corporate transaction pursuant to which the Company or tender offer for shares of Common Stockis not the surviving entity, the Committee may make such adjustments with respect to provide for the assumption of the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be by the surviving entity as a result of any such event and the parties to that transaction do not provide for or the substitution of a new option, adjusted in a manner similar to that contemplated by the Option with option rights in immediately preceding sentence; however, if the surviving entityentity does not agree to the assumption or substitution of the Option, then the Committee may cash-out elect to terminate the Option based upon Period as of the effective date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value of the Common Stock determined and the aggregate Exercise Price for all vested Option Shares which have not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Company shall cause the Option to terminate as to any portion thereof not exercised as of the effective date within thirty (30) days immediately prior to of the transactiondissolution or liquidation. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that cause the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee may or its designee shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entity, then the Committee may cash-out Period or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined Option Shares over the aggregate, the Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as of any date within thirty (30provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 6(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee or its designee need not treat all Participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. 9.1 The number and class of shares subject to the Option, the Exercise Price (abut not the total price) The and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted in the event of any increase or decrease in the number of the issued shares of Common Stock of the Company which results from a split-up or consolidation of shares, payment of a stock dividend or stock dividends, a recapitalization (other than the conversion of convertible securities according to their terms), a combination of shares or other like capital adjustment, so that upon exercise of the Option, Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock reserved for issuance which the Option is being exercised upon the exercise date of the Option and the Exercise Price of the Option shall be proportionately adjusted for any such change or increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventCompany. (b) In the event of 9.2 Upon a mergerreorganization, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyCompany with one or more corporations as a result of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, a sale of all or substantially all of the property of the Company to another corporation or any issue dividend or distribution to shareholders of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation more than ten percent of the Company, any sale or transfer of all or any part of its business or 's assets, adequate adjustment or any other corporate act provisions shall be made by the Company or proceedingother party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, the shares, securities or assets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, as if Optionee had been the owner of such shares as of the applicable date. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise securities so substituted shall be subject to similar successive adjustments. 9.3 If a change of control ("Change in Control") of the Option.Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transaction between the number Company and the holders of issued capital stock of the Company that causes the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the eventlarge, nonrecurring cash dividend. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, the Committee may shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate Option, with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entityPeriod, then the Committee may cash-out removing any restrictions, or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined as Option Shares over the aggregate Exercise Price of any date within thirty (30the Option Shares. Any determination made by the Committee pursuant to this Section 7(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee need not treat all participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The If the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued a subdivision or combination of shares of Common Stock resulting from a subdivision or a combination of shares or Stock, the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) In If the event of a Company shall be the surviving corporation in any merger, consolidation, reorganization, extraordinary dividend, reorganization spin-off or other change in the capital corporate structure of the Company or the Common Stock or tender offer for shares of Common Stock, the Committee may make such adjustments with respect Optionee shall be entitled to purchase or receive the number and class of securities to which a holder of the number of shares of Common Stock subject to the Option and take at the time of such other actions as it deems necessary or appropriate transaction would have been entitled to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity receive as a result of any such transaction, and a corresponding adjustment shall be made in the Exercise Price. In the event and the parties to that transaction do not provide for the substitution of a sale of substantially all of the Option with option rights Common Stock or property of the Company or the merger or consolidation or other reorganization in which the Company is not the surviving entity, then the Committee may cash-out Company shall provide for the assumption of the Option based upon or the substitution of a new option; in either instance, the assumed Option or the substituted option shall be adjusted in the manner contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, the Company may elect to terminate the Option Period as of the effective date of such transaction in consideration of the payment to the Optionee of the sum of the difference between the then aggregate Fair Market Value and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the Common Stock determined effective date of such transaction. A dissolution or liquidation of the Company shall cause the Option to terminate as to any portion thereof not exercised as of any the effective date within thirty (30) days immediately prior to of the transactiondissolution or liquidation. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the CommitteeCompany’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number In the event of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for a stock dividend, spin-off, stock split, any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company or any other change in corporate structure or other distribution of stock or property (except ordinary cash dividends) affecting the Stock, the Committee shall make appropriate adjustments in (i) the number of and kind of shares of stock or securities underlying Awards that may thereafter be granted, (ii) the number and kind of shares remaining subject to outstanding Awards and (iii) the extent that Grantee’s proportionate interest shall be maintained as before the occurrence option or purchase price in respect of the event. (b) such shares. In the event of a merger, consolidation, extraordinary dividend, reorganization or other any such change in the capital structure capitalization of the Company or tender offer for shares of Common StockCompany, the Committee may make such additional adjustments in the number and class of shares of Stock or other securities with respect to which outstanding Awards are exercisable and with respect to which future Awards may be granted as the Option and take Committee in its sole discretion shall deem equitable or appropriate, subject to the provisions of Section 18 below. In the event the Stock is changed into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning of the Plan. Except (i) as expressly provided in the preceding sentences or (ii) for any distribution or adjustment made with respect to outstanding shares of Restricted Stock in connection with a distribution or adjustment made with respect to all other actions as it deems necessary or appropriate to reflect such mergeroutstanding shares of Stock, consolidation, reorganization or tender offer; provided, however that if any issue by the 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 surviving entity as a result number or price of shares of Stock subject to any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) Award. The existence of the Plan and the Option Awards granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.

Changes in Capitalization. (a) The If the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued a subdivision or combination of shares of Common Stock resulting from a subdivision or a combination of shares or Stock, the payment of an ordinary a stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) In If the event of a Company shall be the surviving corporation in any merger, consolidation, reorganization, extraordinary dividend, reorganization spin-off, or other change in the capital structure of the Company or tender offer for shares of its Common Stock, the Committee may make such adjustments with respect Optionee shall be entitled to purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the Option and take such other actions as it deems necessary or appropriate at the time of the transaction would have been entitled to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity receive as a result of any such transaction, and a corresponding adjustment, where appropriate, shall be made in the Exercise Price. In the event and of a Change in Control or other corporate transaction pursuant to which the parties to that transaction do Company is not provide for the substitution of the Option with option rights in the surviving entity, then the Committee Company may cash-out provide for the assumption of the Option based upon by the surviving entity or the substitution of a new option, adjusted in a manner similar to that contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, the Company may elect to terminate the Option Period as of the effective date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then Fair Market Value of the Common Stock determined and the Exercise Price for each vested Option Share which has not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Company shall cause the Option to terminate as to any portion thereof not exercised as of the effective date within thirty (30) days immediately prior to of the transactiondissolution or liquidation. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the CommitteeCompany’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The Subject to any required action by the shareholders of the Company, the number of shares Shares which are the subject of Common Stock reserved for issuance each outstanding Award (or each outstanding Restricted Share Unit, Option or Share Appreciation Right if it covers more than one Share) (including Awarded Shares), the number of Shares which have been authorized to be subject to Awards under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon expiration and lapse of an Award (including Returned Shares), as well as the exercise of the Option price per Share covered by each such outstanding Award and the Exercise Price number of Shares in the Option shall Shares Pool, may be proportionately proportionally and equitably adjusted for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a subdivision Corporate Action, or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or may be adjusted for any other increase or decrease in the number of shares of such Common Stock outstanding issued Shares effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence Company. The conversion of the event. (b) In the event any convertible securities of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be deemed to have been “effected without receipt of consideration.” The manner in which such adjustments under this Section 13(a) are to be accomplished shall be determined by the surviving entity Board whose determination shall be final, binding and conclusive. Except as a result expressly provided herein, no issuance by the Company of shares of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entityclass, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as or securities convertible into shares of any date within thirty (30) days immediately prior to the transaction. (c) The existence of the Plan class, shall affect, and the Option granted pursuant to the Plan no adjustment by reason thereof shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofbe made with respect to, the dissolution number or liquidation price of Shares subject to an Award. For the Company, any sale or transfer avoidance of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may providedoubt, in the Committee’s discretion, for the elimination without payment therefor case of any fractional shares that might otherwise be subject extraordinary cash dividend and distribution in specie, the Board may make an equitable or proportionate adjustment to outstanding Awards to reflect the Optioneffect of such extraordinary cash dividend.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon If the exercise of the Option and the Exercise Price of the Option Company shall be proportionately adjusted for at any time increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or a combination of shares or the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other increase distribution upon such shares payable in Common Stock, or decrease through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Common Stock, then the relation to the Common Stock that is affected by one or more of the above events, the numbers, rights and privileges of the shares of Common Stock subject to the Option shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence. If the Company shall effect a merger, consolidation, or other reorganization pursuant to which the outstanding shares of Common Stock shall be exchanged for cash or other property (including other shares or securities of the Company or of another corporation which is a party (or an affiliate of such property) to such merger, consolidation, or other reorganization), the Company shall use its best efforts to provide in any agreement or plan which it enters into or adopts to effect any such merger, consolidation or other reorganization that the Employee shall have the right to purchase, at the aggregate exercise price provided for in the Agreement and on the same terms and conditions, the kind and number of shares or other securities of the Company or such other corporation (or right to receive cash) which would have been issuable to Employee in respect of the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company which were subject to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event. (b) In the event of a merger, consolidation, extraordinary dividend, reorganization or other change in the capital structure of the Company or tender offer for shares of Common Stock, the Committee may make such adjustments with respect to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transaction. (c) The existence effective date of the Plan and the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustmentsuch merger, reclassification, reorganization ▇▇▇▇▇▇▇- dation or other change reorganization if such shares had been then owned by Employee (including shares which relate to an Option not yet exercisable), provided, however, that in its capital the event such agreement or business structureplan does not grant the Employee such right within 10 days preceding the effective date of such merger, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets▇▇▇▇▇▇▇- dation, or any other corporate act or proceeding. Any adjustment pursuant reorganization, all Options then exercisable will continue to this Section 6 may provide, be exercisable at the exercise prices set forth in the Committee’s discretion, for Agreement and all Options not yet exercisable shall become immediately exercisable at the elimination without payment therefor of any fractional shares that might otherwise be subject to exercise price set forth in the OptionAgreement.

Changes in Capitalization. (a) The number In the event of shares reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of Common Stock reserved for issuance upon shares, merger, consolidation, acquisition of property or stock, or any change in the exercise capital structure of the Option and Company, the Exercise Price Board of Directors of the Option Company shall make those adjustments as may be proportionately adjusted for any increase or decrease appropriate in the number of issued shares of Common Stock resulting from a subdivision or a combination and kind of shares or as to which this Option is exercisable, to the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company end that, to the extent that Grantee’s practicable, Optionee's proportionate interest shall will be maintained as before the occurrence of such event. Adjustments will be made without change in the eventtotal price applicable to the Option and with a corresponding adjustment in the Exercise Price if necessary. No fractional shares will be issued or optioned in making the foregoing adjustments. (b) In the event The creation or increase of a merger, consolidation, extraordinary dividend, reorganization authorized stock or other change in the capital structure securities of any class of the Company or tender offer the issuance for consideration by the Company of stock or securities of any class of the Company or of securities convertible into such stock or securities will not affect, and no adjustment by reason thereof will be made with respect to, the number or price of shares of Common Stock, the Committee may make such adjustments with respect Stock subject to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization or tender offer; provided, however that if the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution of the Option with option rights in the surviving entity, then the Committee may cash-out the Option based upon the Fair Market Value of the Common Stock determined as of any date within thirty (30) days immediately prior to the transactionthis Option. (c) The existence grant of the Plan and the this Option granted pursuant to the Plan shall will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or consolidate, any merger or consolidation of the Companyto dissolve, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofliquidate, the dissolution or liquidation of the Companysell, any sale or transfer of all or any part of its business or assets, . (d) A dissolution or liquidation of the Company will cause this Option to terminate as to any other corporate act portion thereof not exercised as of the effective date of the dissolution or proceedingliquidation. (e) The foregoing adjustments and the manner of application of the foregoing provisions will be determined by the Board of Directors of the Company in its sole discretion. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, provide for the elimination without payment therefor of any fractional shares that share which might otherwise be become subject to the an Option.

Changes in Capitalization. (a) The Except as provided in Subsection (b) below, if the number of shares of Common Stock reserved for issuance upon the exercise of the Option and the Exercise Price of the Option shall be proportionately adjusted for any increase increased or decrease in the number decreased by reason of issued shares of Common Stock resulting from a subdivision or a combination of shares or of Stock, the payment of an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest Company, an appropriate adjustment shall be maintained as before made by the occurrence Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the eventExercise Price. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization dividend or other change in the capital corporate structure of the Company Company, including a Change in Control (as defined in Section 19 below), or tender offer for shares of Common Stock, the Committee may make such adjustments with respect Company shall provide for an appropriate, proportionate adjustment to the Option and take such other actions as it deems necessary or appropriate to reflect such merger, consolidation, reorganization provide for the substitution of a new option which adjustment or tender offersubstitution shall be consistent with the event requiring the adjustment or substitution; provided, however that if however, in the event the Company shall will not be the surviving entity as a result of any such the event and the parties surviving entity does not agree to that transaction do not provide for the substitution of the Option with option rights in the surviving entityadjustment or substitution, then the Committee may cash-out elect to terminate the Option based upon Period as of the date of the Change in Control in consideration of the payment to the Optionee of the sum of the difference between the then Fair Market Value of the Common Stock determined and the Exercise Price for each Option Share as to which the Company's Repurchase Rights have lapsed and as to which the Option has not been exercised as of any the date within thirty (30) days immediately prior to of the transactionChange in Control. (c) The existence of the Plan and the Option granted pursuant to the Plan this Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s 's discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that cause the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee may or its designee shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate with a corresponding adjustment in each Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entity, then the Committee may cash-out Period or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as of any date within thirty (30provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 6(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee or its designee need not treat all Participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.

Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for any increase or decrease in nonreciprocal transactions between the number Company and the holders of issued capital stock of the Company that cause the per share value of the shares of Common Stock resulting from underlying the Option to change, such as a subdivision stock dividend, stock split, spinoff, rights offering, or recapitalization through a combination of shares or the payment of large, nonrecurring cash dividend (each, an ordinary stock dividend in shares of such Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as before the occurrence of the event“Equity Restructuring”). (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, reorganization sale of substantially all of the Company’s assets or other material change in the capital structure of the Company Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee may or its designee shall take such action to make such adjustments with respect in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option and take such other actions as it deems necessary or appropriate with a corresponding adjustment in the Exercise Price, substituting a new option to reflect such mergerreplace the Option, consolidation, reorganization or tender offer; provided, however that if accelerating the Company shall not be the surviving entity as a result of any such event and the parties to that transaction do not provide for the substitution termination of the Option with option rights in the surviving entity, then the Committee may cash-out Period or terminating the Option based upon in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Common Stock determined Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as of any date within thirty (30provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 5(b) days immediately prior to will be final and binding on the transactionParticipant. Any action taken by the Committee or its designee need not treat all Participants equally. (c) The existence of the Plan and the Option granted pursuant to the Plan this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be become subject to the any Option.