Adjustments Clause Example with Variations from Business Contracts

Adjustments. The Subject to Section 11 of the Plan, the Committee shall will make or provide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and PRSUs, or in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the Grantee's rights of Participants under this Agreement that otherwise would result from any (a) any extraordinary cash dividend, stock dividend, stock split, NAI-1511148714v8-9- Exhibit 10.1 combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, securities involving the Company or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine those referred to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction 10(a) or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 10(b) hereof. View More

Adjustments. The Subject to Section 11 of the Plan, the Committee shall will make or provide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and PRSUs, or in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the Grantee's rights of Participants under this Agreement that otherwise would result from any (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, securities involving the Company or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine those referred to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction 10(a) or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 10(b) hereof. View More

Adjustments. The Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the Grantee's rights of Participants under this... Agreement that otherwise would result from any (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, securities involving the Company, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine those referred to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction 10(a) or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 10(b) hereof. View More

Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of shares numbers of Common Stock Shares covered by outstanding Option Stock Appreciation Rights described in this 2010 Plan and Restricted Stock Units and granted hereunder, in the Option Base Price provided in outstanding Option Rights Stock Appreciation Rights, and in other award terms, the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good faith, Committee determines... is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, Corporation, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may shall provide in substitution for any or all outstanding awards Stock Appreciation Rights under this 2010 Plan such alternative consideration (including cash), if any, as it, in good faith, may determine it determines to be equitable in the circumstances circumstances, and shall may require in connection therewith the surrender of all awards Stock Appreciation Rights so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. replaced. The Committee shall also make or provide for such the adjustments in the number of shares of Common Stock specified in this Section 3 of this Plan 7 as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. are appropriate. View More

Adjustments. The Committee shall make or provide for such adjustments in In the number event of and kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash... dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any Avient, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, foregoing, the Committee shall make or provide for such adjustments in the event number of and kind of Common Shares covered by the SARs and Restricted Stock Units then held by you, and in other award terms, as the Committee, in Combined Form (US-2022) its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of your rights in connection with such transaction or event. If any such transaction or event occurs or in the event of a Change in of Control, the Committee may provide in substitution for any or all outstanding awards under this Plan Incentive Awards such alternative consideration (including cash), if any, (including, without limitation, in the form of cash, securities or other property) as it, in good faith, it may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, Incentive Awards subject to this Agreement. No adjustment provided for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to 2 or Section 12 of the number specified in Section 3(c) of this Plan will be made only if and require Avient to the extent that such adjustment would not cause issue any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. fractional shares. View More

Adjustments. The Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants Grantee that otherwise... would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. View More

Adjustments. The Committee shall make or provide for such adjustments in the (a) aggregate and per-person limitations specified in Section 3, (b) number of Shares covered by outstanding Awards, (c) Option Price or 10 Base Price applicable to outstanding Options and Stock Appreciation Rights, and (d) kind of shares of Common Stock available for grant and covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Awards (including shares of another issuer), as the Committee, Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that would otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, combination or exchange of shares, recapitalization Shares, recapitalization, extraordinary cash dividend, or other change in the capital structure of the Company, (b) (y) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, However, in the event that such transaction or event results in the distribution to the Company's stockholders of securities of another issuer, the Committee may provide with respect to any Award that includes the right to dividend equivalents that, instead of an adjustment to that Award, that holder of such Award will receive the number of securities of the other issuer that they would have been entitled to if they held the Shares underlying their Award. In addition, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this the Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall may require in connection therewith the cancellation or surrender of all awards Awards so replaced in a manner that complies with Section 409A replaced. In the case of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, Substitute Awards, the Committee may in its discretion elect to cancel make such Option Right without any payment to adjustments, not inconsistent with the person holding such Option Right. The Committee shall also make or provide for such adjustments terms of the Plan, in the number terms of shares of Common Stock specified Awards as it shall deem appropriate in Section 3 of this order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. adjusted. View More

Adjustments. The Committee shall make or provide for such adjustments in the (a) limitations specified in Section 3, (b) number of Shares covered by outstanding Awards, (c) Option Price or Base Price applicable to outstanding Options and Stock Appreciation Rights and (d) kind of shares of Common Stock available for grant and covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Awards (including shares of... another issuer), as the Committee, Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, reverse stock split, combination or exchange of shares, recapitalization Shares, recapitalization, extraordinary cash dividend, or other change in the capital structure of the Company, (b) (y) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, securities or (c) (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, In addition, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this the Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall may require in connection therewith the cancellation or surrender of all awards Awards so replaced in a manner that complies with Section 409A replaced. In the case of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, Substitute Awards, the Committee may in its discretion elect to cancel make such Option Right without any payment to adjustments, not inconsistent with the person holding such Option Right. The Committee shall also make or provide for such adjustments terms of the Plan, in the number terms of shares of Common Stock specified Awards as it shall deem appropriate in Section 3 of this order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. adjusted. View More

Adjustments. The Committee shall make or provide for such adjustments in the (a) aggregate limitations specified in Section 3, (b) number of Shares covered by outstanding Awards, (c) Option Price or Base Price applicable to outstanding Options and Stock Appreciation Rights, and (d) kind of shares of Common Stock available for grant and covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Awards (including... shares of another issuer), as the Committee, Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that would otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, combination or exchange of shares, recapitalization Shares, recapitalization, extraordinary cash dividend, or other change in the capital structure of the Company, (b) (y) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, However, in the event that such transaction or event results in the distribution to the Company's stockholders of securities of another issuer, the Committee may provide with respect to any Award that includes the right to dividend equivalents that, instead of an adjustment to that Award, that holder of such Award will receive the number of securities of the other issuer that they would have been entitled to if they held the Shares underlying their Award. In addition, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this the Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall may require in connection therewith the cancellation or surrender of all awards Awards so replaced in a manner that complies with Section 409A replaced. In the case of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, Substitute Awards, the Committee may in its discretion elect to cancel make such Option Right without any payment to adjustments, not inconsistent with the person holding such Option Right. The Committee shall also make or provide for such adjustments terms of the Plan, in the number terms of shares of Common Stock specified Awards as it shall deem appropriate in Section 3 of this order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. adjusted. View More

Adjustments. The Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee shall will make or provide for such adjustments in to the number of and kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Award as the Committee, in its sole discretion, exercised in good faith, determines is are equitably required to prevent dilution... or enlargement of the rights of Participants Grantee that otherwise would result from (a) any stock dividend, extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or event, the Committee, in the event of a Change in Control, the Committee its discretion, may provide in substitution for any or all outstanding awards under this Plan the Award such alternative consideration (including (including, without limitation, cash), if any, as it, in good faith, it may determine to be equitable in the circumstances and shall may require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. Award. View More