Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-up, reclassification, distribution of a dividend payable in shares, or the like, the number of Shares subject to option and the 2 option price for them shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company BancGroup shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately proportionally adjusted. If the Company BancGroup is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, consolidated or merged company corporation in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee additional benefits which he Optionee did not have under the old option, or deprive Optionee of benefits which Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that ------------------------------------------ the number of issued shares of common stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to the option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee Option Holder shall be entitled to receive options covering Shares shares of such reorganized, consolidated, consolidated or merged company in the same proportion, at an equivalent price, and subject to the same conditionsconditions as the options granted pursuant to this Agreement. For purposes of the preceding sentence, the excess of the aggregate fair market value Fair Market Value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option shares immediately before such reorganization, consolidationconsolidation or merger, or merger over and the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Optionee Option Holder additional benefits which he did were not have provided under the old option, or deprive the Option Holder of benefits which were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or <PAGE> consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company shall be increased or reduced by a change in par value, split-up, reclassification, distribution of a dividend payable in shares, or the like, the number of Shares subject to option and the 2 option Option price for them shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares subject to the option Option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The new option or assumption of the old option Option shall not give the Optionee additional benefits which he did not have under the old optionOption.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee Consultant shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such Shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Consultant additional benefits which he the Consultant did not have under the old option, or deprive the Consultant of benefits which the Consultant had under the old option (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Director shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company (or its parent company) in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Director additional benefits which he did not have under the old option., or deprive him of benefits which he had under the old option. <PAGE>

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares subject to this option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportionportion, at an equivalent price, and subject to the same conditionsconditions as set forth herein. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares subject to the this option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shall not be more than the excess of the same as aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The , and the new option or assumption of the old option shall not give the Optionee additional benefits which he Optionee did not have under the old option, or deprive Optionee of benefits which Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued common shares of common stock of the Company shall be increased or reduced by a change in par value, split-up, reclassification, distribution of a dividend payable in shares, or the like, the number of Shares shares subject to option and the 2 option price for them shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, reorganized consolidated or merged company in the same proportion, proportion at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, consolidation or merger over the aggregate option price of such Sharesshares. The new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company Bank shall be increased or reduced by a change chanqe in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company Bank is reorganized or Or consolidated or merged with another corporationBank, the Optionee Participant shall be entitled to receive options covering Shares Covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent eqivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Participant additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company Corporation shall be increased or reduced by a change in par value, split-split - up, reclassification, reverse split, distribution of a dividend payable in shares, or the like, the number of Option Shares subject to option and the 2 option price Purchase Price for them shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company Corporation in the same proportion, at an equivalent price, and subject to the same conditionsconditions as the Option Shares. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Option Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price Purchase Price of such Option Shares. The new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to the option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee Option Holder shall be entitled to receive options covering Shares shares of such reorganized, consolidated, consolidated or merged company in the same proportion, at an equivalent price, and subject to the same conditionsconditions as the options granted pursuant to this Agreement. For purposes of the preceding sentence, the excess of the aggregate fair market value Fair Market Value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares immediately after the reorganization, consolidation or merger shall not be more than the excess option price of the aggregate fair market value of all Shares subject to the option such shares immediately before such reorganization, consolidationconsolidation or merger, or merger over and the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Optionee Option Holder additional benefits which he did were not have provided under the old option, or deprive the Option Holder of benefits which were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive options covering Shares shares of such reorganized, <PAGE> consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-up, reclassification, distribution of a dividend payable in shares, or the like, the number of Shares subject to option and the 2 5 option price for them shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shall not be more than the excess of the aggregate fair market value of all Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued common shares of common stock of the Company shall be increased or reduced by a change in par value, split-up, reclassification, distribution of a dividend payable in shares, or the like, the number of Shares shares subject to option and the 2 option price for them shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee _____________________ shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Sharesshares. The new option or assumption of the old option shall not give the Optionee _____________________________ additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the issuance of a new option or assumption of the old option shall not give the Optionee additional benefits which he the Optionee did not have under the old option, or deprive the Optionee of benefits which the Optionee had under the old option (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee Director shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Director additional benefits which he the Director did not have under the old option, or deprive the Director of benefits which the Debtor had under the old option (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Option Shares subject to this option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportionportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares of stock subject to the this option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than equal to the excess of the aggregate fair market value of all Option Shares subject to the this option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Option Shares. The , and the new option or assumption of the old option shall not give the Optionee additional benefits which he Optionee did not have under the old option, or deprive Optionee of benefits which Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the <PAGE> preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option or assumption of the old option shall not give the Optionee Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Company Corporation shall be increased or reduced by a change in par value, split-split up, reclassification, distribution of a dividend payable in sharesstock, or the like, the number of Shares shares subject to option and the 2 option price for them per share shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporationcompany, the Optionee shall be entitled to receive options covering Shares shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the Shares shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such Shares shares shall not be more than the excess of the aggregate fair market value of all Shares shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such Shares. The shares, and the new option price of such shares, and the new option or assumption of the old option shall not give the Optionee additional benefits which he the Optionee did not have under the old option, or deprive the Optionee of benefits which the Optionee had under the old option (except with respect to fractional shares).