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Adjustment of Shares. If: # the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: # the number and type of Shares subject to this Plan (including the number and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards; # the number and type of Shares subject to outstanding Awards; # the grant, purchase, or exercise price with respect to any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Adjustment of Shares. If: #Adjustments. In the Company shall atevent that any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares(whether in the form of cash, Shares, other securities or aother property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares, thatShares or other securities of the Board determines by resolution is specialCompany, issuance of warrants or extraordinary in natureother rights to purchase Shares or that is in connection with a transaction thatother securities of the Company characterizes publicly as a recapitalization or reorganization involvingother similar corporate transaction or event affects the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitatesShares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan, then the AdministratorCommittee shall, in such manner as it may deem equitable to prevent dilutionequitable, adjust any or enlargementall of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: # the number and type of Shares subject to this Plan (including the number and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which(or other securities or other property) that thereafter may after the event be made the subject of Awards;Awards, # the number and type of Shares (or other securities or other property) subject to outstanding Awards;Awards, # the grant, purchase,purchase price or exercise price with respect to any Award;Award and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (orlimitations contained in lieu[Section 4(d)] of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extentPlan; provided, however, that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject tocovered by any Award payable or denominated in Shares mustto which such Award relates shall always be a whole number. In any event, previously granted OptionsSuch adjustment shall be made by the Committee or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the OptionsBoard, whose determination in that respect shall be final, binding and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.conclusive.

AdjustmentAdjustment. In the event of Shares. If: # the Company shall at any time be involved in a mergermerger, 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 transaction in whichsimilar event affecting the Shares are changedCompany, the Committee shall make such substitution(s) or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manneradjustment(s) as it may deemdeems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the benefitsPlan to: # the aggregate number and kind of shares of Stock or potential benefits intendedother 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 made available under this Plan, adjust as applicable:subject to Awards set forth in [Section 3(d)] granted to any Participant during any calendar year or other period; # the number and typekind of Sharesshares of Stock or other securities subject to this Plan (includingthen outstanding Awards granted under the number and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards;Plan; # the numberOption Exercise Price of any outstanding Stock Option and typestrike price/base value of Shares subject toany outstanding Awards;Stock Appreciation Right; and # the grant, purchase, or exercise price with respectany vesting criteria (including Performance Goals) applicable to any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange forunder the cancellation of all or a portion of therelevant Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However,Agreement; provided, in each case, with respect to Awards of incentive stock options,that no such adjustment mayauthorized under this [Section 3(c)] shall be authorizedmade to the extent that such authorityadjustment would cause this Planan Award to violate Codebe subject to adverse tax consequences to the Participant under Section 422(b). Further,409A. Notwithstanding the foregoing, the Committee may provide that the number of Shares subjectshares of Stock with respect to any Award payable or denominated in Shares mustshall always be a whole number. In any event, previously granted Optionsnumber, and for the payment of fractional shares to be paid out in cash. Any adjustment or SARs are subject to only such adjustments as are necessary to maintainsubstitutions made under this [Section 3(c)] need not be the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.same for all Participants.

AdjustmentChanges in Stock. Subject to [Section 3(c)] hereof, if, as a result of Shares. If:any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in # the Company shall at any time be involved in a merger or other transaction in whichmaximum number of shares reserved for issuance under the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: # the number and typekind of Sharesshares or other securities subject to this Plan (includingany then outstanding Awards under the Plan, # the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and # the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and type of Shares describedStock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards; # the number and type of Sharesshares subject to outstanding Awards; #Awards and the grant, purchase, or exercise price with respectand the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any Award;other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and # toconclusive. No fractional shares of Stock shall be issued under the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. InPlan resulting from any such case,adjustment, but the Administrator in its discretion may also (ormake a cash payment in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.fractional shares.

AdjustmentAdjustments. Upon the occurrence of Shares. If: # the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares(whether in the form of cash, Shares, other securities or a repurchaseother property), change in the capital or shares of Shares, thatcapital stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Board determines by resolution is specialCompany, issuance of warrants or other rights to purchase Shares or other securities of the Company or extraordinary transaction or event which affects the Shares, then the Committee shall make such adjustment, if any, in nature or that is in connection with a transaction that the Company characterizes publiclysuch manner as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustmentit deems appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards both to this Plan (includingany individual and to all Participants, # outstanding Awards, including, without limitation, the number and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the(or other securities or property) subject of Awards; # the number and type of Shares subject to outstanding Awards;thereto, # the grant, purchase,purchase or exercise price with respect to any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing)outstanding Awards and, if deemed appropriate, make provision for a cash paymentpayments to the holderholders of an outstanding Award in exchange forAwards, and # the cancellationterms and conditions of all or a portionany outstanding Awards, including the performance goals of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extentany Performance Awards; provided, however, that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares mustshall always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Adjustment of Shares. If: #In the Company shall atevent that any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares(whether in the form of cash, Shares, other securities, or aother property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares, that the Board determines by resolution is specialShares or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgmentsecurities of the Administrator necessitatesCompany, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan, then the Administrator shall, in such manner as it may deem equitableshall equitably adjust any or all of # the number of outstanding Restricted Stock Units, # the number and type of Shares credited to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable:Stock Unit Accounts, # the number and type of Shares subject to this Plan (including the numberOptions and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards;SARs, # the number and type of Shares subject to outstanding Awards; # the grant, purchase, or exercise price with respect to any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing)Option or SAR or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding AwardOption or SAR, and # the limits specified in exchange for the cancellation of allSection 5(a); provided, however, that no fractional Restricted Stock Units or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective atShares shall be issued or outstanding hereunder. Any such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case,adjustment with respect to Awardsa "Stock Right" outstanding under the Plan as defined in Section 409A of incentive stock options, no such adjustment maythe Code, shall be authorizedmade in a manner that is intended to the extent that such authority would cause this Plan to violate Codeavoid imposition of any additional tax or penalty under Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.409A.

Adjustment of Shares. If: #In the Company shall atevent that any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares(whether in the form of cash, Shares, other securities, or aother property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares, that the Board determines by resolution is specialShares or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgmentsecurities of the Administrator necessitatesCompany, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan, then the Administrator shall, in such manner as it may deem equitableshall equitably adjust any or all of # the number of outstanding Restricted Stock Units, # the number and type of Shares credited to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable:Stock Unit Accounts, # the number and type of Shares subject to this Plan (including the numberOptions and type of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards;SARs, # the number and type of Shares subject to outstanding Awards; # the grant, purchase, or exercise price with respect to any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing)Option or SAR or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding AwardOption or SAR, and # the limits specified in exchange for the cancellation of all[Section 5(a)]; provided, however, that no fractional Restricted Stock Units or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective atShares shall be issued or outstanding hereunder. Any such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case,adjustment with respect to Awardsa “Stock Right” outstanding under the Plan as defined in Section 409A of incentive stock options, no such adjustment maythe Code, shall be authorizedmade in a manner that is intended to the extent that such authority would cause this Plan to violate Codeavoid imposition of any additional tax or penalty under Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.409A.

AdjustmentAdjustment. In the event of Shares. If: # the Company shall at any time be involved in a mergermerger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividend), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other transaction in whichsimilar event affecting the Shares are changedCompany, the Committee shall make such substitution(s) or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manneradjustment(s) as it may deemdeems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the benefitsPlan to: the aggregate number and kind of shares of Stock or potential benefits intendedother security(ies) reserved for issuance under the Plan; in the maximum number of shares that may be subject to be made available under this Plan, adjust as applicable: #Awards granted to any Eligible Director during any calendar year or other period; the number and typekind of Shares subject to this Plan (including the number and typeshares of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards; # the number and type of SharesStock or other security(ies) subject to outstanding Awards; #Awards granted under the grant, purchase, or exercisePlan; the Option Exercise Price of any outstanding Options and strike price/base price with respect toof any Award; and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However,Stock Appreciation Right; provided, in each case, with respect to Awards of incentive stock options,that no such adjustment mayauthorized under this [Section 3(c)] shall be authorizedmade to the extent that such authorityadjustment would cause this Planan Award to violate Codebe subject to adverse tax consequences to the Participant under Section 422(b). Further,409A. Notwithstanding the foregoing, the Committee may provide that the number of Shares subjectshares of Stock with respect to any Award payable or denominated in Shares mustshall always be a whole number. In any event, previously granted Options or SARs are subjectnumber, and for the payment of fractional shares to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.be paid out in cash.

Adjustment of Shares. If: #Adjustments. In the Company shall atevent that any time be involved in a merger or other transaction in which the Shares are changed or exchanged; # the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any otherextraordinary dividend or other distribution on the Shares(whether in the form of cash, Shares, other securities, or a repurchaseother property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares, thatShares or other securities of the Board determines by resolution is specialCompany, or extraordinaryother change in nature or that is in connection with a transaction thatthe corporate structure of the Company characterizes publicly as a recapitalizationaffecting the Shares occurs (other than any ordinary dividends or reorganization involvingother ordinary distributions), the Shares; or # any other event shall occur, which,Administrator, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustmentorder to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan,will adjust as applicable: # the number and typeclass of Shares subject to this Plan (including the number and typeshares of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards; # the number and type of Shares subject to outstanding Awards; # the grant, purchase, or exercise price with respect to any Award; and # to the extent such discretion does not cause an Awardstock that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be delivered under the time such transaction Plan and/or event is effective). However,the number, class, and price of shares of stock covered by each outstanding Award, and numerical Share limits in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b)[Section 3]. Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Adjustment of Shares. If:Adjustments. In the event that # the Company shall at any time be involved in a merger or other transaction in which theoutstanding Shares are changed into or exchanged; #exchanged for a different number or kind of shares of stock or other securities or other equity interests of the Company shall subdivide or combine the Sharesanother corporation or entity, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, substitution, exchange or other similar corporate event or transaction or # there is an extraordinary dividend or distribution by the Company or an Affiliate in respect of its shares, an equitable adjustment shall declare a dividend payablebe made in Shares, other securities (other than stock purchase rights issued pursuant to a shareholder rights agreement) or other property; # the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or # any other event shall occur, which, in the case of this [clause (iv)], in the judgment of the Administrator necessitates an adjustmentorder to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under thisthe Plan. Such adjustment may include an adjustment to the maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under the Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: # the number and typekind of Shares subject to this Plan (including the number and typeshares of Shares described in [Sections 6(a), (b) and (d)])])]) and which may after the event be made the subject of Awards; # the number and type of Sharesstock or other securities or other equity interests subject to outstanding Awards; #Awards and the grant, purchase, or exercise price with respect to any Award;thereof, if applicable, and # to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such,numerical limits in [Section 3]. Notwithstanding the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further,preceding, the number of Shares subject to any Award payable or denominated in Shares mustshall always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

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