EDE » Topics » Adjustments

This excerpt taken from the EDE DEF 14A filed Mar 24, 2005.


If any change in the number of outstanding shares of our common stock after adoption of the 2006 Plan occurs through stock splits, a stock dividend, recapitalization or a combination or consolidation of the common stock into a lesser number of shares, the share authorization limits under the 2006 Plan will automatically be adjusted proportionately. The shares then subject to each award, and per share option prices, will automatically be adjusted proportionately as well. If we are involved in another corporate transaction or event that affects the common stock, such as an extraordinary cash dividend, reorganization, merger, consolidation, split-up, spin-off or exchange of shares, the Compensation Committee may adjust the 2006 Plan’s share authorization limits and outstanding awards to preserve the benefits or potential benefits of the awards.

Any shares subject to Options which lapse unexercised, and any shares forming part of a Restricted Stock Award which do not vest in the grantee, shall once again be available for grant of awards and share deliveries. Shares delivered in lieu of cash payments are also considered to have been used by the 2006 Plan and are not available for further awards or such delivery.


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