DuPont 2011 Annual Report Download - page 109

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XII. ADJUSTMENTS
1 In the event of any stock dividend, split-up, reclassification or other analogous change in capitalization, the Compensation Committee shall make such
adjustments, in the light of the change, as it deems to be equitable, both to the grantees and to the Company, in -
(a) the number of shares and prices per share applicable to outstanding stock options,
(b) the number of outstanding stock appreciation rights and their price,
(c) the number of shares applicable to outstanding restricted stock grants,
(d) the aggregate limitation set forth in Article III with respect to the number of shares which may be made subject to options and restricted stock
grants.
Furthermore, in the event of a distribution to common stockholders other than interim or year-end dividends declared as such by the Board of
Directors, the Compensation Committee shall make such adjustments, in the light of the distribution, as it deems to be equitable, both to the grantees
and to the Company, in respect of the items described in (a), (b) and (c) above.
2 Any fractional shares or fractional stock appreciation rights resulting from adjustments made pursuant to this Article shall be eliminated.
XIII. AMENDMENTS
The Board of Directors reserves the right to modify this Plan from time to time or to repeal the Plan entirely, or to direct the discontinuance of grants either
temporarily or permanently; provided, however, that no modification of this Plan shall operate to annul, without the consent of the grantee, a grant already
made hereunder; provided, also, that no modification without approval of the stockholders shall -
(a) increase the number of shares which may be made subject to stock options or restricted stock grants, or the number of stock appreciation rights
which may be granted under this Plan in the aggregate, except by way of adjustments as provided in Article XII,
(b) permit grant of stock options and stock appreciation rights at a price less than fair market value,
(c) extend the maximum term of stock options and stock appreciation rights, or
(d) permit a grant under this Plan to a member of the Compensation Committee;
except that the Board of Directors may take any action it deems advisable to ensure that qualified stock options may be granted under this Plan in accordance
with the provisions of the Internal Revenue Code, as it may be amended.