Common use of Dissolution or Reorganization Clause in Contracts

Dissolution or Reorganization. As provided in the Plan, if the Company is a party to a Reorganization Event in which the Company is not the surviving corporation, the Restricted Stock Award may be assumed or substituted with substantially equivalent awards by the acquiring or succeeding corporation in the Committee’s discretion. To the extent the Restricted Stock Award is not assumed by the acquiring or succeeding corporation, the Committee may provide that (1) the Restricted Stock Award will vest in whole or in part prior to or upon consummation of the Reorganization Event, or (2) that the Restricted Stock Award will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the Participant’s rights as of the date of the occurrence of the Reorganization Event (and if as of the date of the occurrence of the Reorganization Event the Committee determines in good faith that no amount would have been attained upon the realization of the Participant’s rights, then such Restricted Stock Award may be terminated by the Company without payment).

Dissolution or Reorganization. As provided in the Plan, if the Company is a party to a Reorganization Event in which the Company is not the surviving corporation, the Restricted Stock Award Grant may be assumed or substituted with substantially equivalent awards grants by the acquiring or succeeding corporation in the Committee’s discretion. To the extent the Restricted Stock Award Grant is not assumed by the acquiring or succeeding corporation, the Committee may provide that (1) the Restricted Stock Award Grant will vest in whole or in part prior to or upon consummation of the Reorganization Event, or (2) that the Restricted Stock Award Grant will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the Participant’s rights as of the date of the occurrence of the Reorganization Event (and if as of the date of the occurrence of the Reorganization Event the Committee determines in good faith that no amount would have been attained upon the realization of the Participant’s rights, then such Restricted Stock Award Grant may be terminated by the Company without payment).