Adjustment Principle. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted, # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) subject to outstanding Awards, and # the grant 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 or the substitution of other property for Shares subject to an outstanding Award; provided, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Adjustment Principle.Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Shares, other securities,securities or other property), recapitalization, sharestock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement,consolidation, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company,Company or other similar corporate transaction or event affects the Shares such that anyan adjustment is determined by the Board to be appropriatenecessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the BoardCommittee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Personother property) that is a party to a Reorganization Transaction with the Company) with respect to which Awardsthereafter may be granted,made the subject of Awards, # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company)other property) subject to outstanding Awards, and # the grantpurchase price or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment toand # the holderlimitations contained in Section 4(d) of an outstanding Award or the substitution of other property for Shares subject to an outstanding Award;Plan; provided, however, that the number of Shares subject tocovered by any Award denominated in Sharesor to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

Adjustment Principle. InAdjustments. Upon the event that the Board determines thatoccurrence of any dividend or other distribution (whether in the form of cash, Shares, other securities,securities or other property), change in the capital or shares of capital stock, recapitalization, sharestock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement,consolidation, split-up, spin-off or combination involving the Company or repurchaseoff, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company,Company or other similar corporateextraordinary transaction or event which affects the SharesShares, then the Committee shall make such that any adjustment is determined by the Board to beadjustment, if any, in such manner as it deems appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect toproperty) which Awardsthereafter may be granted,made the subject of Awards both to any individual and to all Participants, # outstanding Awards, including, without limitation, the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company)property) subject to outstanding Awards, andthereto, # the grantgrant, purchase or exercise price with respect to any Award or,outstanding Awards and, if deemed appropriate, make provision for a cash paymentpayments to the holderholders of an outstanding Award orAwards, and # the substitutionterms and conditions of other property for Shares subject to anany outstanding Award;Awards, including the performance goals of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Adjustment Principle. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, sharestock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement,consolidation, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of Shares or other securities of the Company, 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 anyan adjustment is determined by the Board to be appropriaterequired in order to preserve the value of issued and outstanding Awards and to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the BoardCommittee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect toproperty) which Awardsthereafter may be granted, #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 of the Company or any Person that is a party to a Reorganization Transaction with the Company)property) subject to outstanding Awards, and # the grantgrant, 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 or the substitution of other property for Shares subject to an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Adjustment Principle. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, sharestock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement,consolidation, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of Shares or other securities of the Company, 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 anyan adjustment is determined by the Board to be appropriaterequired in order to preserve the value of issued and outstanding Awards and to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the BoardCommittee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect toproperty) which Awardsthereafter may be granted, #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 of the Company or any Person that is a party to a Reorganization Transaction with the Company)property) subject to outstanding Awards, and # the grantgrant, 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 or the substitution of other property for Shares subject to an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Adjustment Principle.Adjustments to Awards. In the event that the Board determines that any extraordinary dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, shareforward or reverse split, reverse share split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up,consolidation, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company,off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Shares and/or such that any adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargementother securities of the benefitsCompany or potential benefits intended to be made available under the Plan,any other issuer, then the BoardCommittee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of # the number and typekind of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted,delivered in connection with Awards granted thereafter, # the number and typekind of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) subject to outstanding Awards, andby which annual per-person Award limitations are measured under Section 4 hereof, # the grant 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 or the substitution of other property for Shares subject to an outstanding Award; provided, that the number and kind of Shares subject to or deliverable in respect of outstanding Awards, # the exercise price, grant price or purchase price relating to any Award denominatedand/or make provision for payment of cash or other property in Shares shall alwaysrespect of any outstanding Award, and # any other aspect of any Award that the Committee determines to be a whole number. appropriate.

Adjustment Principle.Section # Adjustments in the Event of Business Reorganization. In the event that the Board determines that any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, Shares, other securities,securities or other property), recapitalization, share split, reverse share split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company,liquidation, dissolution, or other similar corporate transaction or eventevent, affects the Shares such that anyan adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made availablerights of Recipients under the Plan, then the BoardCommittee shall, in such manner as it may deem equitable, adjust any or all of # the number and typekind of securities deemed to be available thereafter for issuances of Shares (or other securities or property ofin the Company oraggregate to all Eligible Directors and individually to any Person that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted,one Eligible Director and # the number and typekind of securities that may be delivered or deliverable in respect of undistributed Shares. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, grants of Shares (or other securities or property(including, without limitation, cancellation of awards in exchange for the in-the-money value, if any, of the Companyvested portion thereof, or substitution of Shares using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Corporation or any Person that is a party to a Reorganization Transaction with the Company) subject to outstanding Awards, and # the grantparent or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Awardsubsidiary or the substitutionfinancial statements of other property for Shares subjectthe Corporation or any parent or subsidiary, or in response to an outstanding Award; provided, that the number of Shares subject to any Award denominatedchanges in Shares shall always be a whole number. applicable laws, regulations, or accounting principles.

Adjustment Principle.Adjustments. In the event that the Board determines that any extraordinary dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, sharestock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement,consolidation, split-up, spin-off or combination involving the Company or repurchaseoff, combination, reclassification, repurchase, or exchange of Shares or other rights to purchase Shares or other securities of the Company, or other similarchange in the corporate transaction or event affectsstructure of the Company affecting the Shares such thatoccurs (other than any adjustment is determined byordinary dividends or other ordinary distributions), the Board to be appropriateAdministrator, in order to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable,will adjust any or all of # the number and typeclass of Shares (or other securities or propertyshares of the Company or any Personstock that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted, #delivered under the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) subject to outstanding Awards, and # the grant 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 Plan and/or the substitutionnumber, class, and price of other property for Shares subject to anshares of stock covered by each outstanding Award; provided, that the number of Shares subject to any Award denominatedAward, and numerical Share limits in Shares shall always be a whole number. Section 3.

Adjustment Principle.Adjustments. In the event that the Board determines thatof any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),merger, reorganization, consolidation, recapitalization, sharestock dividend, stock split, reverse sharestock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affectshaving an effect similar to the Shares such that any adjustment is determinedforegoing, the Committee shall adjust the Award, as provided by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted, # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) subject to outstanding Awards, and # the grant 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 or the substitution of other property for Shares subject to an outstanding Award; provided, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.Plan.

Adjustment Principle.Adjustment. In the event that the Board determines thatof any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property)merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividend), recapitalization,share dividend, share split, reverse share split, subdivision, consolidationspin-off, stock rights offering, liquidation, acquisition of property or reductionshares, combination of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company,shares or other similar corporate transactionevent affecting the Company, the Committee shall make such substitution(s) or event affects the Shares such that any adjustment is determined by the Board to beadjustment(s) as it deems appropriate in orderand equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made availablerights of Participants under the Plan, thenPlan to: the Board shall,aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan; in such manner as itthe maximum number of shares that may deem equitable, adjustbe subject to Awards granted to any Eligible Director during any calendar year or all of #other period; the number and typekind of Shares (orshares of Stock or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company) with respect to which Awards may be granted, # the number and type of Shares (or other securities or property of the Company or any Person that is a party to a Reorganization Transaction with the Company)security(ies) subject to outstanding Awards,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 grant or exercise priceextent 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 or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award or the substitution of other property for Shares subject to an outstanding Award; provided, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. number, and for the payment of fractional shares to be paid out in cash.