Adjustment to Limitations. The Insider acknowledges that the specified limitations set forth in [subparagraphs (a) through (d)] above are intended to ensure the exercise of Options will not jeopardize the Company’s ability to utilize its NOLs based on calculations determined as of the date hereof. Accordingly, notwithstanding anything to the contrary contained herein, the 2016 Maximum, 2016 Balance, 2017 Maximum, 2017 Balance, 2018 Maximum, 2018 Balance and 2019 Maximum may be adjusted internally by the Company, at its sole, good faith discretion, both # on a continuous, ongoing basis and # following the exercise of Options or purchase/sale of Company equity by the Insider or an Other Insider, solely in order to ensure the exercise of Options by the Insider or Other Insiders will not jeopardize the Company’s ability to utilize its NOLs at the time of any given exercise of Options. Any such adjustment may take into consideration, among other things, future issuances of securities of the Company, changes to the Company’s capital structure, adjustments, modifications or refinements to the Company’s calculation of NOLs under Section 382 of the Code and changes to applicable provisions of the Code.

Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.

Adjustment. The individual goals performance component of each Participant’s Annual Incentive Award (determined without application of this [Section 4.4]) is subject to the aggregate funded amount for the individual goals performance component of all Participants (determined based on the AOI Performance Factor) and to adjustment by managers. Such adjustment may be negative for those Participants who do not achieve the applicable goals, and positive for those Participants who demonstrate outstanding accomplishments. For purposes of applying this [Section 4.4], any positive adjustment made to the individual goals performance component of the Annual Incentive Award of one Participant must result in a dollar-for-dollar negative adjustment to the individual goals performance component of the Annual Incentive Award of one or more other Participants so that, in the aggregate, the application of the manager adjustment described in this [Section 4.4] to all the Participants shall not result in any additional cost to the Company and its Affiliates for the group of Participants over which a particular manager retains authority.

Adjustment. In the event of any equity restructuring, whether a stock dividend, recapitalization, split-up or combination of shares, or otherwise, affects the Common Stock such that an 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 kind of shares in respect of which Awards may be made under the Plan, # the number and kind of shares subject to outstanding Awards and # the exercise price with respect to any of the foregoing, provided that the number of shares subject to any Award shall always be a whole number.

Limitations. The obligations of confidentiality referred to in this [Article 14] shall not extend to any information which:

Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds ​, such Options will be treated as Nonstatutory Stock Options. For purposes of this [Section 6.3], Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and the U.S. Treasury Regulations promulgated thereunder.

Limitations. The Shares issued pursuant to the Plan may be authorized but unissued Shares, or may be issued Shares which have been reacquired by the Company.

Limitations. A Win State Payment shall only become due and payable if the Company’s programs are under active development or being actively marketed at the time such Win State Payment is due.

Limitations The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified

Limitations. A Participant shall not have any interest in any Award until it is distributed in accordance with the Plan. The fact that an Employee has been selected to be a Participant for a Performance Period shall not in any manner entitle such Participant to receive an Award for such period. The determination as to whether or not such Participant shall be paid an Award for such Performance Period shall be determined solely in accordance with the provisions of [Sections 10 and 13]3] hereof. All payments and distributions to be made thereunder shall be paid from the general assets of the Company. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any employee, former employee or any other person. The Plan shall not constitute part of any Participant's or Employee's employment contract with the Company or any participating Subsidiary. Participation in the Plan shall not create or imply a right to continued employment.