LPX » Topics » 6.7 Recapitalization

These excerpts taken from the LPX 10-K filed Mar 7, 2008.
6.7          Recapitalization.  In the event of any change in capitalization affecting the Common Stock of Corporation, such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares or other form of reorganization, or any Extraordinary Distribution or  other change affecting the Common Stock, the Committee will make proportionate adjustments in the total number of shares of Common Stock in respect of which options may be granted under the Plan, the number of shares covered by each outstanding option, and the exercise price per share under each such option; however, any fractional shares resulting from any such adjustment shall be eliminated.  For this purpose, an “Extraordinary Distribution” means a dividend or other distribution payable in cash or other property with respect to Corporation’s Common Stock where the aggregate amount or value of the dividend or distribution exceeds 5% of the aggregate Fair Market Value of all outstanding Common Stock as of the business day immediately preceding the date the dividend or distribution is declared by the Board.  The Committee may also make similar adjustments in the number of shares and exercise prices in the event of a spin-off or other distribution (other than normal cash dividends) of Corporation assets to stockholders that is not specifically addressed above in this Section 6.7.

 

                                A dissolution of Corporation, or a merger or consolidation in which Corporation is not the resulting or surviving corporation (or in which Corporation is the resulting or surviving corporation but becomes a subsidiary of another corporation), shall cause every option outstanding hereunder to terminate concurrently with consummation of any such dissolution, merger or consolidation, except that the resulting or surviving corporation (or, in the event Corporation is the resulting or surviving corporation but has become a subsidiary of another corporation, such other corporation) may, in its absolute and uncontrolled discretion, tender an option or options

 

 

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to purchase its shares on terms and conditions, both as to number of shares and otherwise, which will substantially preserve the rights and benefits of any option then outstanding hereunder.

 

                                In the event of a change in Corporation’s presently authorized Common Stock which is limited to a change of all its presently authorized shares with par value into the same number of shares with a different par value or into the same number of shares without par value, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of this Plan.

 

6.7          Recapitalization
In the event of any change in capitalization affecting the Common Stock
of Corporation, such as a stock dividend, stock split, recapitalization,
merger, consolidation, split-up, combination or exchange of shares or other
form of reorganization, or any Extraordinary Distribution or  other change affecting the Common Stock, the
Committee will make proportionate adjustments in the total number of shares of
Common Stock in respect of which options may be granted under the Plan, the
number of shares covered by each outstanding option, and the exercise price per
share under each such option; however, any fractional shares resulting from any
such adjustment shall be eliminated.  For
this purpose, an “Extraordinary Distribution” means a dividend or other
distribution payable in cash or other property with respect to Corporation’s
Common Stock where the aggregate amount or value of the dividend or
distribution exceeds 5% of the aggregate Fair Market Value of all outstanding
Common Stock as of the business day immediately preceding the date the dividend
or distribution is declared by the Board. 
The Committee may also make similar adjustments in the number of shares
and exercise prices in the event of a spin-off or other distribution (other
than normal cash dividends) of Corporation assets to stockholders that is not
specifically addressed above in this Section 6.7.



 



                                A dissolution of
Corporation, or a merger or consolidation in which Corporation is not the
resulting or surviving corporation (or in which Corporation is the resulting or
surviving corporation but becomes a subsidiary of another corporation), shall
cause every option outstanding hereunder to terminate concurrently with
consummation of any such dissolution, merger or consolidation, except that the
resulting or surviving corporation (or, in the event Corporation is the
resulting or surviving corporation but has become a subsidiary of another
corporation, such other corporation) may, in its absolute and uncontrolled
discretion, tender an option or options



 



 



5
















 



to purchase its
shares on terms and conditions, both as to number of shares and otherwise,
which will substantially preserve the rights and benefits of any option then
outstanding hereunder.



 



                                In the event of
a change in Corporation’s presently authorized Common Stock which is limited to
a change of all its presently authorized shares with par value into the same
number of shares with a different par value or into the same number of shares
without par value, the shares resulting from any such change shall be deemed to
be Common Stock within the meaning of this Plan.



 



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 7, 2008

"6.7 Recapitalization" elsewhere:

TMST, Inc. (TMA)
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