Adaptec 2006 Annual Report Download - page 168

14. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, Stock Purchase Right and Restricted Stock Unit, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options, Stock Purchase Rights or Restricted Stock Units have yet been granted, which have been returned to the Plan
upon cancellation, expiration, repurchase or forfeiture of an Option, Stock Purchase Right or Restricted Stock Unit, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right or Restricted Stock Unit, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such
adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option, Stock Purchase Right or Restricted Stock Unit.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option or Stock Purchase
Right has not been previously exercised or all restrictions on a Restricted Stock Unit have not lapsed, it will terminate immediately prior to the consummation of
such proposed action. The Board may, in the exercise of its sole discretion in such instances, declare that any Option or Stock Purchase Right shall terminate as
of a date fixed by the Board and give each Optionee the right to exercise his or her Option or Stock Purchase Right as to all or any part of the Optioned Stock,
including Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable.
(c) Merger or Change of Control. In the event of a merger or Change of Control, each outstanding Option, Stock Purchase Right and Restricted
Stock Unit will be treated as the Administrator determines, including, without limitation, that each outstanding Option, Stock Purchase Right and Restricted
Stock Unit shall be assumed or an equivalent option or right shall be substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. The Administrator shall not be required to treat Options, Stock Purchase Rights and Restricted Stock Units similarly in the transaction. With respect
to the assumption or substitution of Options granted to Outside Directors, if following such assumption or substitution the Optionee’s status as a Director or a
director of the successor corporation, as applicable, is terminated other than by voluntary resignation by the Optionee, then the Optionee shall fully vest in and
have the right to exercise the option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. The
Administrator may, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option or Stock Purchase Right as to all
or a portion of the Optioned Stock, including Shares as to which it would not otherwise be exercisable, and that all restrictions on Restricted Stock Units will
lapse. If the Administrator makes an Option or Stock
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠