Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then # the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, # the Exercise Prices of and number of Shares subject to outstanding Options and SARs, # the number of Shares subject to other outstanding Awards, # the maximum number of shares that may be issued as ISOs set forth in Section 2.5, and # the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, and # the maximum number of Shares subject to Awards that may be granted to Non-Employee Directors as set forth in Section 12, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions (whether in cash, shares or other property, other than a regular cash dividend), spin-off, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then # the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses (a)–(e) of Section 2.1, # the Exercise Prices of and number of Shares subject to outstanding Options and SARs, # the number of Shares subject to other outstanding Awards, and # the maximum number of Shares that may be issued as ISOs set forth in Section 2.5 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

Adjustment of Shares. If the number of outstanding shares of Common Stock of the Company is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then # the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-[clauses (a)-(d) of Section 2.1], # the Exercise Prices of and number of Shares subject to outstanding Options and SARs, # the number of Shares subject to other outstanding Awards, # the maximum number of Shares that may be issued as ISOs set forth in Section 2.5, # the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 2.5, and # the number of Shares that may be granted as Awards to Non-Employee Directors as set forth in Section 12, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then # the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, # the Exercise Prices of and the number and class of Shares subject to outstanding Options and SARs, # the number and class of Shares subject to other outstanding Awards, # the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.4, and # the maximum number and class of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

Adjustment of Shares. If there shall occur any change with respect to the outstanding shares of Common Stock as provided by [Section 4.5] of the Plan, the Restricted Stock Units may be adjusted accordingly.

Adjustment to Shares. The number and kind of shares of stock with respect to which Awards hereunder may be granted (both overall and individual limitations) and which are the subject of outstanding Awards, and the maximum number and exercise price thereof, shall be adjusted as the Committee determines to be appropriate, in the event that:

Adjustment in Shares. In the event that the Plan Administrator determines that any dividend or other distribution (other than regular cash dividends), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Corporation, issuance of warrants or other rights to purchase shares or other securities of the Corporation, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Plan Administrator to be appropriate in order to prevent dilution or enlargement of the benefits intended to be made available under this Agreement, then the Plan Administrator 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) subject to this Agreement, or, if the Plan Administrator deems it appropriate, make provision for a cash payment to the Participant.

Adjustment to Shares. Whenever the number of Shares is adjusted pursuant to any provision of this [Section 4], the Company shall promptly deliver to the Holder a notice setting forth the number of Shares or other adjustment in the Shares after such adjustment and setting forth a brief statement of the facts underlying such adjustment.

Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, exchange of shares, reorganization, merger, consolidation, split-up, spin-off, or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to # the total number and/or class of securities subject to this option and # the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.