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.

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 asrestructuring, whether a stock dividend, stock split, spinoff, rights offeringrecapitalization, split-up or recapitalization throughcombination of shares, or otherwise, affects the Common Stock such that an extraordinary dividend,adjustment is required in order to preserve the benefits intended to be provided by the Plan, the Committee (subject in the case of Incentive Stock Options to any limitation required under the Code) shall equitably adjust any or all of # the number and classkind of securities subject to the Award shall be equitably adjusted by the Committee. In the eventshares in respect 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 sentencewhich Awards may be made as determinedunder the Plan, # the number and kind of shares subject to be appropriateoutstanding Awards and equitable by# the Committee (or, if the Company is not the surviving corporation inexercise price with respect to any such transaction, the board of directors of the surviving corporation)foregoing, provided that the number of shares subject 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 securityAward shall always be final, binding and conclusive.a whole number.

Adjustment.Adjustments. In the event of any change in the outstanding Common Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other change affecting the outstanding shares of Common Stock as a class without the Company’s receipt of consideration, or other equity restructuring (withinwithin the meaning of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation-Stock Compensation) that causesCompensation (formerly, FASB Statement 123R), appropriate adjustments shall be made to # the aggregate number of Shares with respect to which awards may be made under the Plan pursuant to Section 5(a); # the terms and the number of Shares and/or the Exercise Price per Share of any outstanding Options or Other Equity Awards; and # the share valuelimitations set forth in Section 3.3 hereof. The Committee shall also make appropriate adjustments described in (i)-(iii) 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. Inprevious sentence in the event of any distribution of assets to stockholders other change in corporate capitalization, includingthan a merger, consolidation, reorganization,normal cash dividend. Adjustments, if any, and any determination or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may beinterpretations, 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. Conversion of any convertible securities of the Company shall be deemed to have been effected for adequate consideration. Except as expressly provided herein, no issuance by the Company of shares of any class or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

Adjustment. In the event of any equity restructuring (within the meaningmerger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividend), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share valueproperty or shares, combination of the Shares to change, such as a stock dividend, stock split, spinoff, rights offeringshares or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In theother similar event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation ofaffecting the Company, the Committee shall make such equitable adjustments described in the foregoing sentence may be madesubstitution(s) or adjustment(s) as determined to beit deems 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 decisionParticipants under the Plan to: the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan; in the maximum number of shares that may be subject to Awards granted to any Eligible Director during any calendar year or other period; the number and kind of shares of Stock or other security(ies) subject to outstanding Awards granted under the Plan; the Option Exercise Price of any outstanding Options and strike price/base price of any outstanding Stock Appreciation Right; 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 regardingmay provide that the number of shares of Stock with respect to any such adjustmentAward shall always be a whole number, and for the Fair Market Valuepayment of any fractional security shallshares to be final, binding and conclusive.paid out in cash.

Adjustment.Adjustments. In the event that any dividend or other distribution (whether in the form 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,cash, Shares, other securities or other property), recapitalization, 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 areverse stock split, reorganization, merger, consolidation, reorganization,split-up, spin-off, combination, repurchase or partialexchange of Shares or complete liquidationother securities of the Company, such equitable adjustments described in the foregoing sentence may be made as determinedissuance of warrants or other rights to be appropriate and equitable by the Committee (or, ifpurchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is not the surviving corporationnecessary in any such transaction, the board of directors of the surviving corporation)order to prevent dilution or enlargement of rightsthe benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of participants. The decision# the number and type of Shares (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 outstanding Awards, # the purchase 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. Such adjustment shall be made by the Committee regarding any such adjustment andor the Fair Market Value of any fractional securityBoard, whose determination in that respect shall be final, binding and conclusive.

Adjustment.Adjustments in Event of Change in Common Stock. In the event of any equity restructuring (withinchange in the meaningStock by reason 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 aany stock dividend, stock split, spinoff,extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or rights offering to purchase Stock at a price substantially below fair market value, or recapitalization through an extraordinary dividend,of any similar change affecting the Stock, the number and classkind of securities subject toshares which thereafter may be available for issuance under the AwardPlan and the terms of outstanding Awards shall be equitablyappropriately adjusted by the Committee. In the event of any otherconsistent with such 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 mademanner 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)may deem equitable to prevent dilution or enlargement of the rights of participants. The decision ofgranted to, or available for, Participants in the Plan. If the adjustment would result in fractional shares with respect to an Award, then the Committee regarding anymay make such further adjustment and(including, without limitation, the Fair Market Valueuse of anyconsideration other than Stock or rounding to the nearest whole number of shares) as the Committee shall deem appropriate to avoid the issuance of fractional security shall be final, binding and conclusive.shares.