Adjustment. In the event of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other similar event affecting the Company, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kind of shares of Stock or other securities subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.

Adjustment. In the event of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends)dividend), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other similar event affecting the Company, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized byPlan; in the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any ParticipantEligible Director during any calendar year or other period; # the number and kind of shares of Stock or other securitiessecurity(ies) subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock OptionOptions and strike price/base valueprice of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.

Adjustments. In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends)cash, Shares, other securities or other property), share dividend, sharerecapitalization, stock split, reverse sharestock split, reorganization, merger, consolidation, split-up, spin-off, stockcombination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights offering, liquidation, acquisitionto purchase Shares or other securities of property or shares, combination of sharesthe Company or other similar corporate transaction or event affectingaffects the Company, the Committee shall makeShares such substitution(s) or adjustment(s) as it deems appropriate and equitablethat an adjustment is necessary in order to prevent dilution or enlargement of rights of Participantsthe benefits or potential benefits intended to be made available under the Plan to: #Plan, then the aggregate number and kindCommittee shall, in such manner as it may deem equitable, adjust any or all of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kindtype of shares of StockShares (or other securities or other property) that thereafter may be made the subject of Awards, # the number and type of Shares (or other securities or other property) subject to then outstanding Awards granted under the Plan;Awards, # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stockpurchase price or exercise price with respect to any Award and # the limitations contained in [Section 4(d)] of the Plan; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number,number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.conclusive.

In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, consolidation, recapitalization (including, without limitation, extraordinaryrecapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition to stockholders of property or shares, combination of shares or other similar event affecting the Company, or any similar corporate event or transaction, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitableCommittee, in order to prevent dilution or enlargement of Participants’ rights of Participants under the Plan to: # the aggregate number and kind of shares of Stockthis Plan, shall substitute or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; #adjust, as applicable, the number and kind of sharesShares that may be issued under this Plan or under particular forms of Stock or other securitiesAwards, the number and kind of Shares subject to then outstanding Awards granted under the Plan; #Awards, the Option Exercise Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards; provided that the Committee, in its sole discretion, shall determine the methodology or manner of making such substitution or adjustment. The Committee, in its sole discretion, may also make appropriate adjustments in the terms of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorizedAwards under this [Section 3(c)] shall be madePlan to reflect such changes or distributions and may modify any other terms of outstanding Awards, including modifications of performance goals and changes in the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the numberlength of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.Performance Periods.

Adjustments. Upon the eventoccurrence of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends)dividend or other distribution (whether in the form of cash, Shares, other securities or other property), share dividend, sharechange in the capital or shares of capital stock, recapitalization, stock split, reverse sharestock split, reorganization, merger, consolidation, split-up, spin-off, stock rights offering, liquidation, acquisitioncombination, repurchase, or exchange of property or shares, combination of sharesShares or other similarsecurities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or extraordinary transaction or event affectingwhich affects the Company,Shares, then the Committee shall make such substitution(s) or adjustment(s)adjustment, if any, in such manner as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participantsthe benefits or potential benefits intended to be made available under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forthPlan, in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kindtype of shares of Stock orShares (or other securities or property) which thereafter may be made the subject of Awards both to thenany individual and to all Participants, # outstanding Awards, including, without limitation, the number and type of Shares (or other securities or property) subject thereto, # the grant, purchase or exercise price with respect to outstanding Awards granted underand, if deemed appropriate, make provision for cash payments to the Plan;holders of outstanding Awards, and # the Option Exercise Priceterms and conditions of any outstanding Stock Option and strike price/base valueAwards, including the performance goals of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement;Awards; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may providehowever, that the number of shares of Stock with respectShares subject to any Award denominated in Shares shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.number.

Adjustments in Event of Change in Common Stock. In the event of any merger, reorganization, consolidation, recapitalization (including, without limitation,change in the Stock by reason of any stock dividend, extraordinary cash dividends), share dividend, share split, reverse share split,recapitalization, reorganization, merger, consolidation, split-up, spin-off, stockcombination or exchange of shares, or rights offering, liquidation, acquisitionoffering to purchase Stock at a price substantially below fair market value, or of property or shares, combinationany similar change affecting the Stock, the number and kind of shares or other similar event affectingwhich thereafter may be available for issuance under the Company,Plan and the terms of outstanding Awards shall be appropriately adjusted consistent with such change in such manner as the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate andmay deem equitable to prevent dilution or enlargement of the rights ofgranted to, or available for, Participants underin the Plan to: #Plan. If the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kind of shares of Stock or other securities subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would causeresult in fractional shares with respect to an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing,Award, then the Committee may provide thatmake such further adjustment (including, without limitation, the use of consideration other than Stock or rounding to the nearest whole number of shares of Stock with respectshares) as the Committee shall deem appropriate to any Award shall always be a whole number, and foravoid the paymentissuance of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.shares.

In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends)cash, Shares, other securities, or other property), share dividend, sharerecapitalization, stock split, reverse sharestock split, reorganization, merger, consolidation, split-up, spin-off, stockcombination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights offering, liquidation, acquisitionto purchase Shares or other securities of property or shares, combination of sharesthe Company, or other similar corporate transaction or event affectingaffects the Company,Shares such that an adjustment is required in order to preserve the Committee shall make such substitution(s) or adjustment(s) as it deems appropriatevalue of issued and equitableoutstanding Awards and to prevent dilutiondiminution or enlargement of rights of Participantsthe benefits or potential benefits intended to be made available under the Plan to: #Plan, then the aggregate number and kindCommittee shall, in such manner as it may deem equitable, adjust any or all of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kindtype of shares of Stock orShares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in [Section 5(a), (ii)])] the number and type of Shares (or other securities or property) subject to then outstanding Awards granted under the Plan;Awards, and # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stockgrant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.number.

Adjustment Provisions. If there shall occur any change with respect to the eventoutstanding Shares by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the Shares, or any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split,combination, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of sharesoff or other similar eventcorporate change, or any other change affecting the Company,Common Stock, the Committee shall make such substitution(s) or adjustment(s) asmay, in the manner and to the extent that it deems appropriate and equitable to prevent dilution or enlargementthe Participants and consistent with the terms of rights of Participants under the Plan to:Plan, cause an adjustment to be made in # the aggregatemaximum number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forthShares provided in [Section 3(d)] granted to any Participant during any calendar year or other period;4.1], # the number and kind of shares of StockShares, units or other securitiesrights subject to then outstanding Awards granted under the Plan;Awards, # the Option Exercise Price of anyexercise or base price for each Share, unit or other right subject to then outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right;Awards, and # any vesting criteria (including Performance Goals) applicable toother terms of an Award that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be madeadjustments shall, to the extent thatpracticable, be made in a manner consistent with the requirements of [Section 424(a)] of the Code; and, in the case of Options and Stock Appreciation Rights such adjustment would cause an Award toadjustments shall be subject to adverse tax consequences toin compliance with Section 409A of the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.Code.

Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisitioncombination, combination or transaction or exchange of property or shares, combination of sharesShares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar event affecting the Company, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kind of shares of Stock or other securities subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee in its sole discretion and without liability to any person may provide thatmake such substitution or adjustment, if any, as it deems to be equitable, as to # the number or kind of sharesShares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, # the maximum number of Shares for which Awards (including limits established for Restricted Stock with respector Other Stock-Based Awards) may be granted during a calendar year to any Award shall always be a whole number, and forParticipant, # the paymentOption Price or exercise price of fractional shares to be paid out in cash. Any adjustment any Stock Appreciation Right and/or substitutions made under this [Section 3(c)] need not be the same for all Participants.# any other affected terms of such Awards.

In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends)cash, Shares, other securities, or other property), share dividend, sharerecapitalization, stock split, reverse sharestock split, reorganization, merger, consolidation, split-up, spin-off, stockcombination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights offering, liquidation, acquisitionto purchase Shares or other securities of property or shares, combination of sharesthe Company, or other similar corporate transaction or event affectingaffects the Company,Shares such that an adjustment is required in order to preserve the Committee shall make such substitution(s) or adjustment(s) as it deems appropriatevalue of issued and equitableoutstanding Awards and to prevent dilutiondiminution or enlargement of rights of Participantsthe benefits or potential benefits intended to be made available under the Plan to: #Plan, then the aggregate number and kindCommittee shall, in such manner as it may deem equitable, adjust any or all of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and kindtype of shares of Stock orShares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in [[Section 5(a), (ii)])]])] the number and type of Shares (or other securities or property) subject to then outstanding Awards granted under the Plan;Awards, and # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stockgrant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be the same for all Participants.number.