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 Company Stock shall be increased or reduced by change in par value, split or combination, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares and the exercise price per share under the Option shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive an option (a “new option”) covering shares of such reorganized, consolidated or merged company in the same proportion, at an equivalent price and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value of the shares of stock subject to the new option immediately after the reorganization, consolidation or merger over the aggregate exercise price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value of all shares of Company Stock subject to the Option immediately before such reorganization, consolidation or merger over the aggregate Option Price of such shares of Company Stock, and the new option or the assumption of this Option in connection with such transaction shall not give Optionee additional benefits that he or she did not have under this Option, or deprive him or her of benefits that he or she had this Option, immediately before such transaction.

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

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of Company Stock common stock of the Corporation shall be increased or reduced by change in par value, split or combinationsplit, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to Option Shares and the exercise price Option Price per share under the Option shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive an option (a “new option”) Options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option Option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise price Option Price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price of such shares of Company Stockshares, and the new option Option or the assumption of this the old Option in connection with such transaction shall not give Optionee additional benefits that which he or she did not have under this the old Option, or deprive him or her of benefits that which he or she had this Option, immediately before such transactionunder the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of Stock of the Company Stock shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares subject to this option and the exercise option price per share under the Option shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportionportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock Shares subject to the new this option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock Shares shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock Shares subject to the Option option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price option price of such shares of Company StockShares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee additional benefits that he or she which Optionee did not have under this Optionthe old option, or deprive him or her Optionee of benefits that he or she which Optionee had this Option, immediately before such transactionunder the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of Company Common Stock of BancGroup shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares shares subject to option and the exercise option price per share under the Option 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 an option (a “new option”) options covering shares of such reorganized, consolidated or merged company corporation in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee additional benefits that he or she which Optionee did not have under this Optionthe old option, or deprive him or her Optionee of benefits that he or she which Optionee had this Option, immediately before such transactionunder the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued and outstanding shares of common stock of the Company Stock shall be increased or reduced by a change in of par value, split or combinationsplit-up, reclassification, distribution of a dividend payable in stock, issuance of convertible debentures, warrants or the likesimilar transactions, the number of Option Shares shares subject to the Stock Options and the exercise price Option Price per share under the Option shall be proportionately adjustedadjusted to protect the Executive from dilution. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Executive shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option Stock Options immediately before such reorganization, consolidation or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old Stock Options shall not give Optionee Executive additional benefits that which he or she did not have under this Optionthe old Stock Options, or deprive him or her of benefits which he had under the old Stock Options. If there is a purchase of stock of the Company by a party who is not an affiliate of the Company that he causes a change in control of the Company (as defined hereinafter), the Company or she had this Option, immediately before such transactionpurchasing entity shall purchase the Options Shares which have not been registered on the same basis as all other shares.

Reclassification, Consolidation or Merger. If and to the extent that ----------------------------------------- the number of issued common shares of the Company Stock shall be increased or reduced by change in par value, split or combinationup, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares common shares subject to option and the exercise option price per share under the Option shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the Optionee Employee shall be entitled to receive an option (a “new option”) options covering common shares of such reorganized, consolidated consolidated, merged or merged successor company in the same proportion, at an a substantially equivalent price economic value, and subject to the same conditions, as or in lieu thereof, the Optionoption granted under this Agreement shall fully vest and be exercisable immediately prior to the effective date of such reorganization, consolidation, merger, sale or transfer. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the common shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, merger, sale or merger transfer over the aggregate exercise option price of such common shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all common shares of Company Stock subject to the Option option immediately before such reorganization, consolidation consolidation, merger, sale or merger transfer over the aggregate Option Price option price of such shares of Company Stockcommon shares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee the Employee additional benefits that which he or she did not have under this Option, or deprive him or her of benefits that he or she had this Option, immediately before such transactionthe old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued and outstanding shares of Company Stock common stock of the Employer shall be increased or reduced by a change in of par value, split or combinationsplit-up, reclassification, distribution of a dividend payable in stock, issuance of convertible debentures, warrants or the likesimilar transactions, the number of Option Shares shares subject to the Stock Options and the exercise price Option Price per share under the Option shall be proportionately adjustedadjusted to protect the Employee from dilution. If the Company Employer is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option Stock Options immediately before such reorganization, consolidation or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old Stock Options shall not give Optionee Employee additional benefits that which he or she did not have under this Option, or deprive him or her of benefits that he or she had this Option, immediately before such transaction.have

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of Company Stock shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares shares subject to option and the exercise option price per share under the Option shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee Employee additional benefits that which he or she did not have under this Optionthe old option, or deprive him or her of benefits that which he or she had this Option, immediately before such transaction.under the old option. <PAGE>

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of Company Stock shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares shares subject to option and the exercise option price per share under the Option shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Director shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the <PAGE> preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee Director additional benefits that which he or she did not have under this Optionthe old option, or deprive him or her of benefits that which he or she had this Option, immediately before such transactionunder the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Company Stock shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares option shares and the exercise option price per share under the Option shall may be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the Optionee Employee shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, terms and conditions as the Optionset forth herein. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price option price of such shares of Company Stockshares, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee Employee additional benefits that which he or she did not have under this Optionthe old option, or deprive him or her of benefits that which he or she had this Option, immediately before such transactionunder the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of Company Stock common stock of the Corporation shall be increased increase or reduced by change in par value, split or combinationspilt up, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares shares subject to the option and the exercise option price per share under the Option 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 an option (a “new option”) options covering shares of such reorganized, consolidated or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, conditions as the Optionoptions granted pursuant to this agreement. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value of the shares of stock subject to the new option over the aggregate price of such share immediately after the reorganization, reorganization consolidation or merger over the aggregate exercise price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value of all the shares of Company Stock subject to the Option option over the aggregate option price of such shares immediately before such reorganization, consolidation or merger over the aggregate Option Price of such shares of Company Stockmerger, and the new option or the assumption of this Option in connection with such transaction the old option shall not give Optionee the Option Holder additional benefits that he or she did which were not have provided under this Optionthe old option, or deprive him or her the Option Holder of benefits that he or she had this Option, immediately before such transactionwhich were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of Company Stock common stock of the Corporation shall be increased or reduced by change in par value, split or combinationup, reclassification, distribution of a dividend payable in stock, or the like, the number of Option Shares shares subject to option and the exercise Option price per share under the Option shall be proportionately adjusted. If the Company Corporation is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive an option (a “new option”) options covering shares of such reorganized, consolidated consolidated, or merged company in the same proportion, at an equivalent price price, and subject to the same conditions, as the Option. For purposes of the preceding sentence, the excess of the aggregate Fair Market Value fair market value of the shares of stock subject to the new option immediately after the reorganization, consolidation consolidation, or merger over the aggregate exercise option price of such shares of stock shall not be more than the excess of the aggregate Fair Market Value fair market value of all shares of Company Stock subject to the Option immediately before such reorganization, consolidation consolidation, or merger over the aggregate Option Price price of such shares of Company Stockshares, and the new option or the assumption of this the old Option in connection with such transaction shall not give Optionee additional benefits that which he or she did not have under this the old Option, or deprive him or her of benefits that which he or she had this under the old Option, immediately before such transaction.