“In
the
event of a merger, consolidation, reorganization, recapitalization, stock
split,
stock dividend, extraordinary dividend, or other similar change in the
structure
or capitalization of Company, the Administrator shall
make
an
appropriate adjustment to the (a) number and kind of Shares or other securities,
cash or property that may be delivered under the Plan, (b) number and kind
of
Shares or other securities, cash or property subject to outstanding Awards,
(c)
exercise price of outstanding Equity Options and Equity Appreciation Rights
and
(d) other characteristics or terms of the Awards as the Administrator
may,
in its
sole discretion,
determine appropriate to equitably reflect such transaction, change or
distribution.”