Common use of Recapitalizations and Corporate Changes Clause in Contracts

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of capital stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by the Option. If (i) the Company merges with or into any entity or is a party to a consolidation, (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other Person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any Person or entity, including a “group” as contemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of the members of the Board, the persons who were members of the Board before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), the Committee shall effect one or more of the following alternatives: (A) accelerate the time at which this Option may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which date the Option, to the extent unexercised, and all rights of the holder thereunder shall terminate, (B) require the mandatory surrender to the Company of this Option (irrespective of whether the Option is then exercisable) as of a date, before or after such Corporate Change, specified by the Committee in which event the Committee shall thereupon cancel the Option and pay or cause to be paid to the holder the securities or other property (including, without limitation, cash) exchanged for the shares of Stock subject to such Option that the holder would have been entitled to pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C) make such adjustment to the Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the Option), or (D) provide that the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Change.

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock covered by in respect of which this Option has not been exercised shall be adjusted so that the this Option shall thereafter cover the number and class of shares of capital stock and securities to which the holder Employee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder Employee had been the holder of record of the number of shares of Stock then covered by the this Option. If (i) the Company merges with shall not be the surviving entity in any merger or into any entity consolidation (or is survives only as a party to a consolidationsubsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other Person person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any Person person or entity, including a “group” as contemplated by section Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), acquires or gains ownership or control (including, without limitation, power to vote) of more than 5040% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of the members of the BoardDirectors (defined below), the persons who were members Directors of the Board Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the Committee approval by the shareholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Board or Committee, acting in its sole discretion without the consent or approval of Employee, shall effect one or more of the following alternativesalternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by Employee: (A1) accelerate the time at which this Option may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which date the Option, to the extent unexercised, and all rights of the holder thereunder shall terminate, (B) require the mandatory surrender to the Company of this Option (irrespective of whether the Option is then exercisable) as of a date, before or after such Corporate Change, specified by the Committee in which event the Committee shall thereupon cancel the Option and pay or cause to be paid to the holder the securities or other property (including, without limitation, cash) exchanged for the shares of Stock subject to such Option that the holder would have been entitled to pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C) make such adjustment to the Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the Option), or (D) provide that the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Change.that

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Series D-2 Preferred Stock covered by this an Option theretofore granted shall be adjusted so that the such Option shall thereafter cover the number and class of shares of capital stock and securities to which the holder Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder Holder had been the holder of record of the number of shares of Series D-2 Preferred Stock then covered by the such Option. If (i) the Company merges with or into any entity or is a party to or bound by a consolidationmerger or consolidation (whether or not the Company is the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other Person person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any Person person or entity, including a “group” as contemplated by section Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of the members of the BoardDirectors, the persons who were members Directors of the Board Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the Committee approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Holder, shall effect one or more of the following alternatives, which alternatives may vary among individual Holders and which may vary among Options held by any individual Holder: (A1) accelerate the time at which this Option Options then outstanding may be exercised so that the Option such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date the Option, to the extent unexercised, all unexercised Options and all rights of the holder Holders thereunder shall terminate, (B2) require the mandatory surrender to the Company by selected Holders of this Option some or all of the outstanding Options held by such Holders (irrespective of whether such Options are then exercisable under the Option is then exercisableprovisions of this Plan) as of a date, before or after such Corporate Change, specified by the Committee Committee, in which event the Committee shall thereupon cancel such Options and cause the Option and Company to pay or cause to be paid each Holder an amount of cash per share equal to the holder excess, if any, of the securities or other property amount calculated in Section 9.4 below (including, without limitation, cashthe “Change of Control Value”) exchanged for of the shares of Stock subject to such Option that over the holder would have been entitled to pursuant to the terms of the agreement of mergerexercise price(s) under such Options for such shares, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C3) make such adjustment adjustments to the Option Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the OptionOptions then outstanding), or (D) including, without limitation, adjusting an Option to provide that the number and class of shares of Series D-2 Preferred Stock covered by this such Option shall be adjusted so that the such Option shall thereafter cover securities of the number and class of shares of stock surviving or acquiring corporation or other securities or property (including, without limitation, cash) to which as determined by the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained Committee in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Changeits sole discretion.

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock covered by in respect of which this Option has not been exercised shall be adjusted so that the this Option shall thereafter cover the number and class of shares of capital stock and securities to which the holder Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder Optionee had been the holder of record of the number of shares of Stock then covered by the this Option. If (i) the Company merges with shall not be the surviving entity in any merger or into any entity consolidation (or is survives only as a party to a consolidationsubsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other Person person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any Person person or entity, including a “group” as contemplated by section Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), acquires or gains ownership or control (including, without limitation, power to vote) of more than 5040% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of the members of the BoardDirectors (defined below), the persons who were members Directors of the Board Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the Committee approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of Optionee, shall effect one or more of the following alternativesalternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Option, which alternatives may vary among individual holders of options or other derivative or other securities of the Company and which may vary among options or other derivative or other securities of the Company held by Optionee: (A1) accelerate the time at which this Option may be exercised so that the Option it may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which date the specified date, this Option, to the extent unexercisedtheretofore not exercised, and all rights of the holder thereunder Optionee in respect thereof shall terminate, (B2) require the mandatory surrender to the Company by Optionee of this Option (irrespective of whether the Option it then is then exercisable) as of a date, before or after such Corporate Change, specified by the Committee Committee, in which event the Committee shall thereupon cancel the this Option and the Company shall pay (or cause to be paid paid) to Optionee an amount of cash per share equal to the holder excess, if any, of the securities or other property Change of Control Value (including, without limitation, cashas calculated in accordance with subparagraph (d) exchanged for below) of the shares of Stock subject to this Option over the exercise price under this Option for such Option that the holder would have been entitled to pursuant to the terms of the agreement of mergershares, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C3) make such adjustment adjustments to the this Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the this Option), or (D) including, without limitation, adjusting this Option to provide that the number and class of shares of Stock covered by this Option shall be adjusted so that the this Option shall thereafter cover securities of the number and class of shares of stock surviving or acquiring corporation or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Change.as