Common use of Changes in Stock Clause in Contracts

Changes in Stock. (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation or similar change in corporate structure affecting the kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have received, as a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactions.

Changes in Stock. In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the Common Stock, the Board of Directors or the Compensation Committee (athe "Committee") shall make appropriate adjustments in the number and kind of shares of stock remaining subject to this Option outstanding at the time of such change and the Purchase Price. Subject to any required action by the stockholders of the Corporationstockholders, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation or similar change in corporate structure affecting the kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares subject to the Option so that the Optionee Company shall be entitled to purchase the number of shares which the Optionee would have received, as surviving corporation in any merger or consolidation (other than a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all merger or substantially all of the Corporation's assets or a recapitalization of the Common Stock) consolidation in which the previously Company survives but in which a majority of its outstanding shares of Common Stock shall be changed are converted into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in are exchanged for other consideration), this Option shall pertain and apply to the securities which a noncorporate entity or other property (including cash) or any combination of any holder of the foregoing or in case number of shares of stock of the Corporation shall pay any dividend or make any distribution Company then subject to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be this Option would have been entitled to receive, in lieu but a dissolution or liquidation of the Common Stock issuable hereunderCompany or a merger or consolidation in which the Company is not the surviving corporation or in which a majority of its outstanding shares are so converted or exchanged shall cause this Option to terminate; provided that if any such dissolution, liquidation, merger or consolidation is contemplated, the kind Company shall either arrange for any corporation succeeding to the business and amount assets of securities the Company to issue to the Optionee replacement options on such corporation's stock which will to the extent possible preserve the value of the outstanding Option or shall make the outstanding Option fully exercisable at least 20 days before the effective date of any such dissolution, liquidation, merger or consolidation. The existence of this Agreement shall not prevent any such change or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if transaction and the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsnot have any right except as herein expressly set forth.

Changes in Stock. Parent shall not (ai) Subject declare or pay, or propose to declare or pay, any required action by the stockholders dividends on or make other distributions in respect of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a its capital stock dividend(whether in cash, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation or similar change in corporate structure affecting the kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have received, as a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination thereof), except for (A) dividends paid by a direct or indirect wholly-owned subsidiary of Parent and (B) ordinary course quarterly dividends on its common stock with record and payment dates consistent with past practice; provided that any such dividend shall be at a rate equal to the rate paid by Parent during the fiscal quarter immediately preceding the date hereof, (ii) split, combine or reclassify, or propose to split, combine or reclassify, any of its capital stock, or issue or authorize or propose the issuance or authorization of any of the foregoing or other securities in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receiverespect of, in lieu of or in substitution for, shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire, propose to repurchase, redeem or otherwise acquire, or permit any of its subsidiaries to redeem, purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock. Issuance of Securities. Parent shall not, nor shall it permit any of its subsidiaries to, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class, any Voting Debt, any stock appreciation rights or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or Voting Debt, or enter into any agreement with respect to any of the foregoing, other than (i) issuances in connection with the transactions contemplated hereby, (ii) the issuance of Parent Common Stock issuable hereunder, required to be issued upon the kind and amount exercise or settlement of securities stock options or other property equity related awards outstanding on the date hereof under the Parent Stock Plans as in effect on the date hereof and (iii) issuances by a wholly-owned subsidiary of its capital stock to which he its parent or she would actually have been entitled as a stockholder to another wholly-owned subsidiary of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive TransactionsParent.

Changes in Stock. In the event of (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock share combination, reclassificationor recapitalization or similar event of or by the Company (each, a “Share Change”), or (b) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, mergerstock rights offering, consolidation liquidation, disaffiliation, or similar change event of or by the Company (each, a “Corporate Transaction”), in corporate structure each case, affecting the Common Stock, the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to adjust the number and kind or number of issued shares Restricted Shares. In the case of Corporate Transactions, (x) unless otherwise determined by the Committee, if the Corporate Transaction results in shareholders of Common Stock as a classreceiving cash, the Corporation shall equitably adjust the numbersecurities, kindproperty, and purchase price or any combination thereof in exchange for each share of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have receivedCommon Stock, as a result of the capital change, such consideration being exchanged for the shares each share of Common Stock shall be substituted for each Restricted Share subject to this Agreement, and (y) the Committee may in its discretion make such alternative or additional substitutions or adjustments as it deems appropriate and equitable, including, without limitation, (i) the cancellation of the Restricted Shares in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the Restricted Shares, as determined by the Committee or the Board in its sole discretion (it being understood that he would have acquired in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than equity securities of the ultimate surviving entity, any such determination by exercising the Option immediately prior Committee that the value of the Restricted Shares shall for this purpose be deemed to equal the value of the consideration being paid for each share of Common Stock pursuant to such capital change, for Corporate Transaction shall conclusively be deemed valid); and (ii) the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction substitution of other property (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock cash or other securities of another corporation or interests in a noncorporate entity or the Company and securities of entities other property (including cashthan the Company) or any combination of any for the Restricted Shares. The determination of the foregoing or in case the Corporation shall pay Committee regarding any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision adjustment shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind final and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsconclusive.

Changes in Stock. (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation or similar change in corporate structure affecting the kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares subject to the Option such Options so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have received, as a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option such Options immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the such prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of ----------- a Transaction being herein called a "Consummation ------------ Date"), then lawful and ----------------- adequate provision shall be made so that that, upon the ---- exercise hereof of Options hereunder at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, Transaction if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactions.

Changes in Stock. In the event of (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock share combination, reclassificationor recapitalization or similar event of or by Holding (each, a “Share Change”), or (b) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, mergerstock rights offering, consolidation liquidation, disaffiliation, or similar change event of or by Holding (each, a “Corporate Transaction”), in corporate structure each case, affecting the Common Stock, the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to adjust the number and kind or number of issued shares Restricted Shares. In the case of Corporate Transactions, (x) unless otherwise determined by the Committee, if the Corporate Transaction results in shareholders of Common Stock as a classreceiving cash, the Corporation shall equitably adjust the numbersecurities, kindproperty, and purchase price or any combination thereof in exchange for each share of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have receivedCommon Stock, as a result of the capital change, such consideration being exchanged for the shares each share of Common Stock shall be substituted for each Restricted Share subject to this Agreement, and (y) the Committee may in its discretion make such alternative or additional substitutions or adjustments as it deems appropriate and equitable, including, without limitation, (i) the cancellation of the Restricted Shares in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the Restricted Shares, as determined by the Committee or the Board in its sole discretion (it being understood that he would have acquired in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than equity securities of the ultimate surviving entity, any such determination by exercising the Option immediately prior Committee that the value of the Restricted Shares shall for this purpose be deemed to equal the value of the consideration being paid for each share of Common Stock pursuant to such capital change, for Corporate Transaction shall conclusively be deemed valid); and (ii) the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction substitution of other property (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock cash or other securities of another corporation or interests in a noncorporate entity or Holding and securities of entities other property (including cashthan Holding) or any combination of any for the Restricted Shares. The determination of the foregoing or in case the Corporation shall pay Committee regarding any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision adjustment shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind final and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsconclusive.

Changes in Stock. In the event of (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock share combination, reclassificationor recapitalization or similar event of or by the Company (each, a "Share Change"), or (b) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, mergerstock rights offering, consolidation liquidation, disaffiliation, or similar change event of or by the Company (each, a "Corporate Transaction"), in corporate structure each case, affecting the Common Stock, the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to adjust the number and kind or number of issued shares Restricted Shares. In the case of Corporate Transactions, (x) unless otherwise determined by the Committee, if the Corporate Transaction results in shareholders of Common Stock as a classreceiving cash, the Corporation shall equitably adjust the numbersecurities, kindproperty, and purchase price or any combination thereof in exchange for each share of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have receivedCommon Stock, as a result of the capital change, such consideration being exchanged for the shares each share of Common Stock shall be substituted for each Restricted Share subject to this Agreement, and (y) the Committee may in its discretion make such alternative or additional substitutions or adjustments as it deems appropriate and equitable, including, without limitation, (i) the cancellation of the Restricted Shares in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the Restricted Shares, as determined by the Committee or the Board in its sole discretion (it being understood that he would have acquired in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than equity securities of the ultimate surviving entity, any such determination by exercising the Option immediately prior Committee that the value of the Restricted Shares shall for this purpose be deemed to equal the value of the consideration being paid for each share of Common Stock pursuant to such capital change, for Corporate Transaction shall conclusively be deemed valid); and (ii) the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction substitution of other property (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock cash or other securities of another corporation or interests in a noncorporate entity or the Company and securities of entities other property (including cashthan the Company) or any combination of any for the Restricted Shares. The determination of the foregoing or in case the Corporation shall pay Committee regarding any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision adjustment shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind final and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsconclusive.

Changes in Stock. (a) Subject to any required action by the stockholders of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation or similar change in corporate structure affecting the kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares subject to the Option such Options so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have received, as a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option such Options immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the such prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that that, upon the ---- exercise hereof of Options hereunder at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, Transaction if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactions.

Changes in Stock. In the event of any change in the number of issued shares (a) Subject to any required action by the stockholders or issuance of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of stock other than shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind Stock) by reason of shares of the Corporation through a stock dividend, any stock split, reverse stock split, or stock combinationdividend, recapitalization, reclassification, merger, consolidation, split-up, spin-off, reorganization, mergercombination, consolidation or similar exchange of shares, the exercisability of stock purchase rights received under the Rights Agreement, the issuance of warrants or other rights to purchase shares or other securities, or any other change in corporate structure affecting or in the kind event of any extraordinary distribution (whether in the form of cash, shares, other securities or number of issued shares of Common Stock as a classother property), the Corporation Compensation and Human Resource Committee shall equitably adjust the number, kindnumber or kind of shares that may be issued under the Plan, and purchase price the terms of the shares subject to the Option so that the Optionee shall be entitled to purchase the number of shares which the Optionee would have received, as a result of the capital change, for the shares of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction this option (including, without limitation, the number of shares subject to this option, the type of property to which this option relates and the exercise price of this option) in such manner as the Compensation and Human Resource Committee shall determine is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, and such adjustment shall be conclusive and binding for all purposes under the Plan. Notwithstanding the foregoing, no adjustments shall be made with respect to Qualified Performance Awards granted to a Key Employee to the extent such adjustment would cause the award to fail to qualify as performance-based compensation under Section 162(m) of the Code and no adjustment shall be required if the Compensation and Human Resource Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code (“Section 409A”) or otherwise could subject the Optionee to the additional tax imposed under Section 409A in respect of an outstanding award. In the event of (i) a consolidation or merger in which the Company is not the surviving corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but holders of shares receive securities or another corporation, or (iii) a sale of substantially all of the Company’s assets (as an entirety) or capital stock to another person, this option shall be deemed to apply to the equivalent amount of securities, cash or other property that is received by Company stockholders in exchange for their Company shares pursuant to such transaction; provided, however, that the Compensation and Human Resource Committee may, in its discretion, either (i) provide, upon written notice to the Optionee, that this option shall terminate as of the date specified in such notice (in which case the Compensation and Human Resource Committee may, but does not have to, accelerate the vesting of any portion of this option that has not already vested as of the date such notice is provided to the Optionee), or (ii) cancel this option and in consideration of such cancellation pay to the Optionee an amount in cash with respect to each share then remaining under the option equal to the difference between the Fair Market Value of such share on the date of cancellation (or, if greater, the per share value of the consideration received by Company stockholders as a result of the merger, consolidation, sale of all reorganization or substantially all sale) and the per share exercise price of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu of the Common Stock issuable hereunder, the kind and amount of securities or other property to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsoption.

Changes in Stock. (a) Subject to any required action by If the stockholders number of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of shares Capital Stock or other securities of the Corporation through a stock dividendCompany on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock combinationdividend or other distribution payable in capital stock, reclassification, reorganization, merger, consolidation or similar change other increase or decrease in corporate structure affecting the kind or number of issued shares of Common Stock as a classeffected without receipt of consideration by the Company occurring after the Effective Date, the Corporation number and kinds of shares of Capital Stock for which grants of Options and other Awards may be made under the Plan, including the Share Limit set forth in Section 4.1 and the individual share limitations set forth in Section 6.2, shall equitably adjust be adjusted proportionately and accordingly by the numberCommittee. In addition, kind, the number and purchase price kind of shares of Capital Stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the Option so that the Optionee shall be entitled to purchase the number unexercised portion of shares which the Optionee would have receivedsuch outstanding Options or SARs, as applicable, but shall include a result of corresponding proportionate adjustment in the capital changeper share Option Price or SAR Price, for the shares of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to may be. The conversion of any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different convertible securities of the Corporation or common stock or other securities Company shall not be treated as an increase in shares effected without receipt of another corporation or interests consideration. Notwithstanding the foregoing, in a noncorporate entity or other property (including cash) or any combination the event of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders Company’s stockholders of its Common Stocksecurities of any other entity or other assets (including an extraordinary dividend, other than regularlybut excluding a non-scheduled cash dividends (each such transaction being herein called a "Transaction" extraordinary dividend, declared and ----------- paid by the date Company) without receipt of consummation of a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon consideration by the ---- exercise hereof at any time after the Consummation Date of such TransactionCompany, the Optionee shall be entitled Board or the Committee constituted pursuant to receiveSection 3.1.2 shall, in lieu such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (b) the Common Stock issuable hereunder, aggregate and per share Option Price of outstanding Options and the kind aggregate and amount per share SAR Price of securities or other property outstanding SARs as required to which he or she would actually have been entitled as a stockholder of the Corporation upon the consummation of reflect such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsdistribution.

Changes in Stock. (a) Subject to any required action by [Except as provided in the stockholders Participant's Executive Severance Agreement, in] the event of the Corporation, if at any time while one or more Options granted hereunder are outstanding, the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of the Corporation through a stock dividend, stock split, reverse stock split, stock combination, reclassification, reorganization, merger, consolidation split or similar other change in corporate structure or capitalization affecting the Common Stock, the Committee shall make appropriate adjustments in (i) the number and kind or number of issued shares of Common Stock as a class, the Corporation shall equitably adjust the number, kind, and purchase price of the shares stock remaining subject to the Option so that option at the Optionee time of such change and (ii) the option price. The Committee's determination shall be entitled binding on all persons concerned. If the Company is to purchase the number of shares be consolidated with or acquired by another entity in a merger or other reorganization in which the Optionee would have receivedholders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a result group, less than a majority of the capital changevoting securities of the surviving or successor entity, for or in the shares event of Common Stock that he would have acquired by exercising the Option immediately prior to such capital change, for the same aggregate Exercise Price as the Optionee would have paid at the prior time. (b) In case the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the CorporationCompany's assets or a recapitalization otherwise (each, an "Acquisition"), the Committee or the board of directors of an entity assuming the obligations of the Common StockCompany hereunder (the "Successor Board"), shall, as to the option, either (i) in which make appropriate provision for the previously continuation of the option by substituting on an equitable basis for the shares then subject to the option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or successor corporation or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not materially exceed the fair market value of the shares of Common Stock subject to the option immediately preceding the Acquisition; or (ii) upon written notice to the Participant, provided that the options shall be changed into exercised, to the extent then exercisable or exchanged for different securities to be exercisable as a result of the Corporation or common stock or other securities Acquisition, within a specified number of another corporation or interests in a noncorporate entity or other property (including cash) or any combination days of any of the foregoing or in case the Corporation shall pay any dividend or make any distribution to the holders of its Common Stock, other than regularly-scheduled cash dividends (each such transaction being herein called a "Transaction" and ----------- the date of consummation such notice, at the end of which period the option shall terminate; or (iii) terminate the option in exchange for a Transaction being herein called a "Consummation ------------ Date"), then lawful and adequate provision shall be made so that upon cash payment equal to the ---- exercise hereof at any time after the Consummation Date of such Transaction, the Optionee shall be entitled to receive, in lieu excess of the Common Stock issuable hereunder, Fair Market Value of the kind and amount of securities shares subject to the option (to the extent then exercisable or other property to which he or she would actually have been entitled be exercisable as a stockholder result of the Corporation upon Acquisition) over the consummation of such Transaction, if the Optionee had exercised his Options immediately prior thereto. The provisions of this Section 9(b) shall similarly apply to successive Transactionsexercise price thereof.