(b) Individual Non-Employee Directors may be granted Awards of Restricted Stock or Restricted Stock Units of up to 25,280 shares, which represents approximately 5% of the Full Value Award Pool, all of which may be granted during any calendar year and, in addition, all Non-Employee Directors, in the aggregate, may be granted Awards of Restricted Stock or Restricted Stock Units of up to 151,680 shares, which represents approximately 30% of the Full Value Award Pool.
(c) Each Non-Employee Director who is in the service of the Company on the Effective Date shall automatically be granted Stock Options and Awards of Restricted Stock as follows:
(i) Each such Non-Employee Director shall be granted, on the day immediately following the Effective Date, 34,760 Stock Options, which represents approximately 2.75% of the Option Award Pool. These grants will vest at the rate of 20% per year, subject to acceleration in the event of retirement, death, Disability or Change in Control.
(ii) Each such Non-Employee Director shall be granted, on the day immediately following the Effective Date, 13,904 shares of Restricted Stock, which represents approximately 2.75% of the Full Value Award Pool. These grants will vest at the rate of 20% per year, subject to acceleration in the event of retirement, death, Disability or Change in Control.
4.3 Adjustment of Shares. If any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or any corporate transaction such as a reorganization, reclassification, merger or consolidation or separation, including a spin-off, of the Company or sale or other disposition by the Company of all or a portion of its assets, any other change in the Company’s corporate structure, or any distribution to shareholders (other than an ordinary cash dividend) results in the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares or other securities of the Company, or for shares of stock or other securities of any other corporation (or new, different or additional shares or other securities of the Company or of any other corporation being received by the holders of outstanding shares of Common Stock), or a material change in the value of the outstanding shares of Common Stock as a result of the change, transaction or distribution, then the Committee shall make equitable adjustments, as it determines are necessary and appropriate to prevent the enlargement or dilution of benefits intended to be made available under the Plan, in:
(a) the number and class of stock or other securities that comprise the Full Value Award Pool and Option Award Pool as set forth in Section 4.1, including, without limitation, with respect to Incentive Stock Options;
(b) the limitations on the aggregate number of shares of Common Stock that may be awarded to any one Non-Employee Director as set forth in Section 4.2;
(c) the number and class of stock or other securities subject to outstanding Awards, and which have not been issued or transferred under an outstanding Award;
(d) the Option Exercise Price under outstanding Options, the exercise price under outstanding Stock Appreciation Rights, and the number of shares of Common Stock to be transferred in settlement of outstanding Awards; and
(e) the terms, conditions or restrictions of any Award and Agreement, including but not limited to the price payable for the acquisition of shares of Common Stock.
It is intended that, if possible, any adjustment contemplated above shall be made in a manner that satisfies applicable legal requirements as well as applicable requirements with respect to taxation (including, without limitation and as applicable in the circumstances, Code section 424 and Code section 409A) and accounting.
Without limiting the generality of the above, any good faith determination by the Committee as to whether an adjustment is required in the circumstances and the extent and nature of any such adjustment shall be final, conclusive and binding on all persons.