Adjustment of Awards Upon the Occurrence of Certain Unusual or Non-recurring Events. The Compensation Committee shall, as and in the manner it deems necessary or appropriate, make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual, unforeseen or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof, restructuring charges and income or expenses related to acquisitions and dispositions, tax and litigation settlements, and capital projects not contemplated at the time an Award was made) affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations, or accounting principles, in order to prevent the unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Compensation Committee as to the foregoing adjustments shall be conclusive and binding on Participants under the Plan.

any extraordinary, unusual or non-recurring non-cash gains,

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

In the event and during the continuation of any default on any Senior Indebtedness of the Borrower, or upon the maturity of any of its Senior Indebtedness, resulting from the passage of time, acceleration or otherwise (each such event referred to as a “Subordination Event”), then unless and until such event shall have been cured or waived, shall have ceased to exist or provision shall have been made for payment in a manner satisfactory to the holders of such Senior Indebtedness, no payment shall be made by the Borrower with respect to the Loans (or any other payments due in connection with this Agreement). The Borrower shall give prompt written notice to the Lender of any Subordination Event; provided, however, that the failure to give such notice shall not affect the provisions of this Section 22.

Adjustments Upon Certain Events. Subject to the terms of the Plan, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of PSUs subject to this Agreement to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.

In the event of any material change in the business assets, liabilities or prospects of the Company, any division or any subsidiary, the Committee in its sole discretion and without liability to any person may make such adjustment, if any, as it deems to be equitable as to any affected terms of outstanding Awards.

-1 Notwithstanding Section 9.1, a Participant’s interest in his or her Account shall fully vest on the Participant’s Normal Retirement Date. The Participant’s interest shall also fully vest in the event that his or her Service is terminated by Disability or by death. For purposes of this Section 9.3-1, benefits payable in the event of a Participant’s death or Disability while performing qualified military service shall fully vest in accordance with Section 414(u)(9) of the Code.

objectives at the Company or business unit level, which may include or exclude specified items of an unusual or non-recurring nature. Performance goals may include a minimum, maximum and target level of performance with the size of individual awards, if any, based on the level attained. Actual goal attainment will be certified in writing by the Committee before payout.

Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.

Certain Events. The Company will not be required to adjust the Strike Price or the Warrant Entitlement except pursuant to [Section 5(e)(i)]. Without limiting the foregoing, the Company will not be required to adjust the Strike Price or the Warrant Entitlement on account of: