Adjustments Upon Change in Capitalization Clause Example with 7 Variations from Business Contracts
This page contains Adjustments Upon Change in Capitalization clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Adjustments Upon Change in Capitalization. 12.1 In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to (a) the maximum number and class of Shares or other stock or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) the maximum number and class of Shares or other stock or securities with respect to w...hich Options or Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards granted under the Plan and the exercise price therefore, if applicable and (e) the Performance Objectives. 12.2 Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 If, by reason of a Change in Capitalization, a Grantee shall be entitled to, or shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization.View More
Variations of a "Adjustments Upon Change in Capitalization" Clause from Business Contracts
Adjustments Upon Change in Capitalization. 12.1 (a) In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to (a) the maximum number and class of Shares or other shares of stock or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) the maximum number and class of Shares or other stock or securities wit...h respect shares as to which Options or Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards have been granted under the Plan Plan, and the exercise purchase price therefore, therefor, if applicable and (e) the Performance Objectives. 12.2 applicable. (b) Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise purchase price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or Code. (c) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 If, by reason of a Change in Capitalization, a Grantee shall be entitled to, or of an Award shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company (other than rights or any other corporation, warrants to purchase securities), such new, new additional or different shares shall thereupon be subject to all of the -14- conditions, restrictions and performance criteria which were applicable to the Shares subject or units pursuant to the Award or Option, as the case may be, prior to such Change in Capitalization. View More
Adjustments Upon Change in Capitalization. 12.1 In 14.1.In the event that (a) the outstanding Shares are changed into or exchanged for a different number or kind of a Change shares of stock or other securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other similar corporate event or transaction or (b) there is an extraordinary dividend or distributio...n by the Company in Capitalization, respect of its Shares or other capital stock or securities convertible into capital stock in cash, securities or other property (any event described in (a) or (b), an "Adjustment Event"), the Committee shall conclusively determine the appropriate adjustments, if any, to (a) (i) the maximum number and class kind of Shares shares of stock or other stock securities or securities with respect other equity interests as to which Options or Awards may be granted 23 under the Plan, (b) (ii) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) (iii) the maximum number and class kind of Shares or other stock securities covered by any or securities with respect to which Options or all outstanding Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards that have been granted under the Plan Plan, (iv) the Option Price of outstanding Options and the exercise price therefore, if applicable Base Price of outstanding Stock Appreciation Rights, and (e) (v) the Performance Objectives. 12.2 Any Objectives applicable to outstanding Performance Awards. 17 14.2.Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such a manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, and (b) subject with respect to outstanding Awards any Award that are is not subject to Section 409A of 409A, in a manner that would not subject the Code shall be made only Award to the extent permitted by Section 409A of the Code or (c) and, with respect to any Award that is subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made Section 409A, in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 If, that complies with Section 409A and all regulations and other guidance issued thereunder. 14.3.If, by reason of an Adjustment Event, pursuant to an Award, a Change in Capitalization, a Grantee Participant shall be entitled to, or shall be entitled to exercise an Option Award with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization. Adjustment Event. View More
Adjustments Upon Change in Capitalization. 12.1 12.1. In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to the Plan and/or any Award to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan, including with respect to the following: (a) the maximum number and class of Shares or other stock shares or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) the 21 maximum number and clas...s of Shares or other stock shares or securities that may be issued upon exercise of Incentive Stock Share Options, (c) the maximum number and class of Shares or other stock shares or securities with respect to which Options or Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock shares or securities, cash or other property which are subject to outstanding Options or Awards granted under the Plan and the exercise price therefore, if applicable applicable, and (e) the Performance Objectives. 12.2 12.2. Any such adjustment in the Shares or other stock share or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 Compensation and (c) with respect to any Award that is not subject to the Nonqualified Deferred Compensation Rules, in a manner that would not subject the Award to the Nonqualified Deferred Compensation Rules and, with respect to any Award that is subject to the Nonqualified Deferred Compensation Rules, in a manner that complies with the Nonqualified Deferred Compensation Rules. 12.3. If, by reason of a Change in Capitalization, pursuant to an Award, a Grantee Participant shall be entitled to, or shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, Award, prior to such Change in Capitalization. View More
Adjustments Upon Change in Capitalization. 12.1 12.1. In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to that (a) the maximum outstanding Shares are changed into or exchanged for a different number and class or kind of Shares or other stock or securities with or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stoc...k split, substitution or other similar corporate event or transaction or (b) there is an extraordinary dividend or distribution by the Company in respect of its Shares or other capital stock or securities convertible into capital stock in cash, securities or other property (any event described in (a) or (b), an "Adjustment Event"), the Committee shall determine the appropriate adjustments to (i) the maximum number and kind of shares of stock or other securities or other equity interests as to which Options or Awards may be granted 23 under the Plan, (b) (ii) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) (iii) the maximum number and class kind of Shares or other stock securities covered by any or securities with respect to which Options or all outstanding Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards that have been granted under the Plan Plan, (iv) the Option Price of outstanding Options and the exercise price therefore, if applicable Base Price of outstanding Stock Appreciation Rights, and (e) (v) the Performance Objectives. 12.2 Objectives applicable to outstanding Performance Awards. 12.2. Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such a manner as intended not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as intended not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 Compensation and (c) with respect to any Award that is not subject to Section 409A, in a manner intended not to subject the Award to Section 409A and, with respect to any Award that is subject to Section 409A, in a manner intended to comply with Section 409A. 12.3. If, by reason of an Adjustment Event, pursuant to an Award, a Change in Capitalization, a Grantee Participant shall be entitled to, or shall be entitled to exercise an Option Award with respect to, new, additional or different shares of 18 stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change Adjustment Event, as may be adjusted in Capitalization. connection with such Adjustment Event in accordance with this Section 12. View More
Adjustments Upon Change in Capitalization. 12.1 (a) In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, proportional adjustments to (a) (i) the maximum number and -27- class of Shares or other stock or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) (ii) the maximum number and class of Shares or ...other stock or securities with respect to which Options or Awards may be granted to any Eligible Individual in any one calendar year, (d) year period, (iii) the number and class of Shares or other stock or securities, cash securities or other property (including cash) which are subject to outstanding Options or Awards granted under the Plan and the exercise price therefore, therefor, if applicable applicable, (iv) for Stock Appreciation Rights unrelated to an Option, the Fair Market Value of a Share on the date the Stock Appreciation Right was granted, and (e) (v) the Performance Objectives. 12.2 (b) Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 (c) Any adjustment pursuant to this Section 13 in respect of Options or Stock Appreciation Rights that are Non-409A Awards shall be made only to the extent consistent with Treasury Regulation Section 1.409A-1(b)(5)(v) or a successor provision. (d) If, by reason of a Change in Capitalization, a Grantee of an Award shall be entitled to, or an Optionee shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization. View More
Adjustments Upon Change in Capitalization. 12.1 (a) In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to (a) (i) the maximum number and class of Shares or other stock or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) (ii) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) the maximum number and class of Shares or other stock or securities with... respect to which Options or Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards granted under the Plan and the exercise price therefore, therefor, if applicable applicable, and (e) (iii) the Performance Objectives. 12.2 (b) Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 19 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) (b) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 In addition, (a) no adjustment to any Option or Award that is not subject to Section 409A of the Code shall be made in a manner that would subject the Option or Award to Section 409A of the Code and (b) any adjustment to an Option or Award that is subject to Section 409A of the Code shall be made only in a manner and to the extent permitted by Section 409A of the Code. (c) If, by reason of a Change in Capitalization, a Grantee of an Award shall be entitled to, or an Optionee shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization. View More
Adjustments Upon Change in Capitalization. 12.1 (a) In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to (a) (i) the maximum number and class of Shares or other stock or securities with respect to which Options or Awards may be granted 23 under the Plan, (b) (ii) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options, (c) the maximum number and class of Shares or other stock or securities with... respect to which Options or Awards may be granted to any Eligible Individual in any calendar year, (d) the number and class of Shares or other stock or securities, cash or other property which are subject to outstanding Options or Awards granted under the Plan and the exercise price therefore, therefor, if applicable applicable, and (e) (iii) the Performance Objectives. 12.2 (b) Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject to outstanding Awards that are subject to Section 409A of the Code shall be made only to the extent permitted by Section 409A of the Code or (c) (b) subject to outstanding Options or Awards that are intended to qualify as Performance-Based Compensation shall be made in such a manner as not to adversely affect the treatment of the Options or Awards as Performance-Based Compensation. 12.3 In addition, (a) no adjustment to any Option or Award that is not subject to Section 409A of the Code shall be made in a manner that would subject the Option or Award to Section 409A of the Code and (b) any adjustment to an Option or Award that is subject to Section 409A of the Code shall be made only in a manner and to the extent permitted by Section 409A of the Code. (c) If, by reason of a Change in Capitalization, a Grantee of an Award shall be entitled to, or an Optionee shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization. View More
