Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.

Adjustment. Pursuant to Section 9 of the Plan and the Guidelines, the Committee will (in the case of a Covered Employee) and may (with respect to other Participants) adjust the Performance Targets for the relevant Performance Period to exclude the impact of charges for restructurings, discontinued operations, extraordinary items, all non-cash charges resulting from any write-down of oil and gas properties and all other non-cash components of Accumulated Other Comprehensive Income (AOCI), other unusual or non-recurring items, and the cumulative effect of accounting changes, each as defined by generally accepted accounting principles and as identified in Southwestern’s audited financial statements, including the notes thereto.

Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of the Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.

Subsequent Options. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted a Subsequent Option on the date of such annual meeting. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive the Initial Option in connection with such election, and shall not receive a Subsequent Option on the date of such meeting as well.

Subsequent Options. Each Subsequent Option shall vest and become exercisable on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.

Equity. [Section 2(b)(iv)] is amended to add the following: “As soon as practicable following the execution of this Amendment, you will be granted an option to purchase an additional 50,000 Time-Based Options with a strike price per share equal to the fair market value of a share of AP Gaming Holdco, Inc. stock on the date of grant. Separate documents will be provided to you after your hire date for purchase of these shares.”

Equity. Executive has been granted options to purchase shares of the Company’s Common Stock (the “Options”), the terms of which shall continue to be governed in all respects by the governing plan documents, grant notices and stock option agreements. Executive shall be eligible to receive further stock grants and/or stock option awards in the sole discretion of the Board.

Equity. For each calendar year during the Term, Employee shall be eligible to receive an annual award of stock options or restricted stock as a merit incentive based on the growth in shareholder value and/or other goals established at the sole discretion of the Board and granted pursuant to and subject to the terms and conditions of the Company’s incentive award plan and a written award agreement between the Company and Employee in a form approved by the Board. The amount, type of award, exercise price if applicable and vesting period shall be at the sole discretion of the Board (excluding Employee, if then a Board member). The Parties acknowledge and agree that the annual equity award for the 2016 calendar year was the February 29, 2016 grant to Employee of an option for the purchase of 144,000 shares of the Company’s outstanding voting common stock.

Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

Equity. The Parties hereby confirm that the Executive is the holder of certain equity awards granted under the Company's Third Amended and Restated 2006 Stock Incentive Plan (the "Plan") with respect to Company common stock (the "Equity Awards"). Provided that such Equity Awards continue to remain outstanding as of the Spin-off Effective Date, and provided that the Executive has been in continuous service to the Company, either as a consultant pursuant to Section 7 below or as an employee through the Spin-off Effective Date, the Company will take such action as is necessary to convert the Equity Awards into equity awards with respect to Spinco common stock, preserving the terms of all such Equity Awards, provided that the number of shares of common stock issuable pursuant thereto and, if applicable, the exercise price, will be adjusted to preserve the economic value of such Equity Awards as of immediately prior to the effectiveness of the spin-off, and, provided, further, that such Equity Awards will continue to vest on the same vesting schedule as in effect as of immediately prior to the effectiveness of the spin-off, except that the vesting and, if applicable, exercisability, of such Equity Awards will be subject to the continued service of the Executive with Spinco as of immediately after the effectiveness of the spin-off. For the avoidance of doubt, Executive shall not be entitled to any further grant of Equity Awards in connection with the Company's March 2016 Equity Award grants.