Adjustments Upon Changes in Capitalization Merger or Certain Other Transactions. (a) Changes in Capitalization. Subject to any
required action
required under Applicable Laws by the
holders of capital stock stockholders of the Company,
(i) the
numbers and class number of
Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) shares of Common Stock covered by each outstanding
Option or Stock Award,
(ii) and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options or Stock A...wards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Award, and the number of shares set forth in Sections 3(i) and 8 above, as well as the price per Share share of Common Stock covered by each such outstanding Award, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Option or Stock Award, shall be proportionately adjusted by the Administrator for any increase or decrease in the event number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares, -13- subdivision Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that 12 conversion of any convertible securities of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure Company shall not be deemed to have been "effected without receipt of consideration." In the event of any distribution of cash or other similar occurrence. Any adjustment by assets to stockholders other than a normal cash dividend, the Administrator pursuant to Board shall also make such adjustments as provided in this Section 13(a) 17(a) or substitute, exchange or grant Awards to effect such adjustments (collectively "adjustments"). Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. Such adjustment shall be made by the Board, whose determination in the Administrator's sole and absolute discretion and that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares shares of Common Stock subject to an Option or Stock Award. If, by reason of a transaction described in this Section 13(a) or an adjustment pursuant to this Section 13(a), a Participant's Award agreement or agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement or agreement related to the Optioned Stock, Restricted Stock or Restricted Stock Units in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock and Restricted Stock Units prior to such adjustment. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each the Board shall notify the Optionee at least 15 days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. proposed action. (c) Corporate Transactions. Merger or Sale of Assets. In the event of a proposed sale of all or substantially all of the Company's assets, assets or a merger, consolidation or other capital reorganization or business combination transaction merger of the Company with or into another corporation, entity or person (a "Corporate Transaction"), each outstanding Award shall either be (i) assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the successor corporation (the "Successor Corporation"), or (ii) terminated in exchange for a payment of cash, securities and/or other property equal does not agree to the excess of the Fair Market Value of the portion of assume the Award that is vested and exercisable or to substitute an equivalent award, in which case such Award shall accelerate immediately prior to the consummation of the Corporate Transaction over merger or sale of assets. For purposes of this Section 17(c), an Option or Stock Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon such merger or sale of assets, each holder of an Option or Stock Award would be entitled to receive upon exercise of the Option or Stock Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of such transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the Option or the Stock Award at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Award as provided for in this Section 17); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Award (or, as applicable, vesting of a Stock Award), for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share exercise price thereof. Notwithstanding the foregoing, consideration received by holders of Common Stock in the merger or sale of assets. (d) Certain Distributions. In the event such Successor Corporation does not agree of any distribution to such assumption, substitution the Company's stockholders of securities of any other entity or exchange, each such Award shall terminate upon the consummation other assets (other than dividends payable in cash or stock of the Corporate Transaction. Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per share of Common Stock covered by each outstanding Option or Stock Award to reflect the effect of such distribution.
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Adjustments Upon Changes in Capitalization Merger or Certain Other Transactions. (a) Changes in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award,
and (ii) the
exercise price per Share
covered by of each such outstanding
Award, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, Option, shall be
automatically p
...roportionately adjusted by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares, -13- subdivision of the Shares, dividend), a rights offering, a reorganization, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other similar occurrence. Any stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, and (ii) the exercise price per Share of each outstanding Option, and any such adjustment by the Administrator pursuant to this Section 13(a) shall be made in the Administrator's sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 13(a) 11(a) or an adjustment pursuant to this Section 13(a), 11(a), a Participant's Award agreement Agreement or agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units or Stock Grant covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement Agreement or agreement related to the Optioned Stock, Restricted Stock or Restricted Stock Units Grant in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock and Restricted or Stock Units Grant prior to such adjustment. (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. (c) Corporate Transactions. In the event of (i) a sale transfer of all or substantially all of the Company's assets, or (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person person, or (iii) the consummation of a transaction, or series of related transactions, in which any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company's then outstanding capital stock (a "Corporate Transaction"), each outstanding Award shall either (vested or unvested) will be (i) assumed treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner unless such treatment is described or an equivalent option defined in the Award Agreement. Such determination, without the consent of any Participant, may provide (without limitation) for one or right shall be substituted more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such successor outstanding Awards by the surviving corporation or a its parent; (C) the substitution by the surviving corporation or its parent of new options or subsidiary equity awards for such Awards; (D) the cancellation of such successor corporation (the "Successor Corporation"), or (ii) terminated Awards in exchange for a payment of cash, securities and/or other property to the Participants equal to the excess of (1) the Fair Market Value of the portion Shares subject to such Awards as of the Award that is vested and exercisable immediately prior to the consummation closing date of the such Corporate Transaction over (2) the per Share exercise price thereof. Notwithstanding or purchase price paid or to be paid for the foregoing, Shares subject to the Awards; or (E) the cancellation of any outstanding Options or an outstanding right to purchase Restricted Stock, in the event such Successor Corporation does not agree to such assumption, substitution or exchange, each such Award shall terminate upon the consummation of the Corporate Transaction. either case, for no consideration.
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Adjustments Upon Changes in Capitalization Merger or Certain Other Transactions. (a) Changes in Capitalization. Subject to any
required action
required under Applicable Laws by the
holders of capital stock stockholders of the Company,
(i) the
numbers and class number of Shares
or other stock or securities: (x) available for future Awards under Section 3 above and (y) of Common Stock covered by each outstanding
Award, (ii) Option or Stock Purchase Right, the number of Shares set forth in Sections 3 and 8 above and the number of Shares of Common Stock that have been authorized... for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share of Common Stock covered by each such outstanding Award, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, Option or Stock Purchase Right, shall be proportionately adjusted by the Administrator for any increase or decrease in the event number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares, -13- subdivision Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure or other similar occurrence. Any Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment by the Administrator pursuant to this Section 13(a) shall be made by the Administrator, whose determination in the Administrator's sole and absolute discretion and that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Award. If, by reason of a transaction described in this Section 13(a) Option or an adjustment pursuant to this Section 13(a), a Participant's Award agreement or agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement or agreement related to the Optioned Stock, Restricted Stock or Restricted Stock Units in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock and Restricted Stock Units prior to such adjustment. Purchase Right. (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. (c) Corporate Transactions. Transaction. In the event of a sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person (a "Corporate Transaction"), Corporate Transaction, each outstanding Award Option or Stock Purchase Right shall either be (i) assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the "Successor Corporation"), or (ii) terminated in exchange for a payment of cash, securities and/or other property equal to unless the excess of the Fair Market Value of the portion of the Award that is vested and exercisable immediately prior to the consummation of the Corporate Transaction over the per Share exercise price thereof. Notwithstanding the foregoing, in the event such Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case such assumption, substitution Option or exchange, each such Award Stock Purchase Right shall terminate upon the consummation of the transaction. For purposes of this Section 14(c), an Option or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction. Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 14); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. 11 (d) Certain Distributions. In the event of any distribution to the Company's stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution.
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