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.

Adjustment.Adjustments. In the event of any equity restructuring, whetherchange in the outstanding shares of Common Stock, without the receipt of consideration by the Company, by reason of a stock dividend, stock split, reverse stock split or distribution (other than a regular dividend), recapitalization, merger, reorganization, reclassification, consolidation, split-up orup, spin-off, combination of shares, exchange of shares or otherwise, affectsother change in corporate structure affecting the Common Stock such that an adjustment is required in order to preserveand not involving the benefits intended to be providedreceipt of consideration by the Plan,Company, the Committee (subjectshall make appropriate adjustments in the case of Incentive Stock Options to any limitation required under the Code) shall equitably adjust any or all of # the aggregate number of and kind of shares in respect of Common Stock # available for issuance under the Plan, # for which grants or Awards may be made to any Participant or to any group of Participants (e.g., Outside Directors), # which are available for issuance under the Plan,Incentive Stock Options, # covered by outstanding unexercised Awards and grants denominated in shares or units of Common Stock, and # underlying Stock Options granted pursuant to [Section 6.7], # the number and kind of shares subjectCode Section 162(m) limitations; # the exercise or other applicable price related to outstanding Awards or grants and # the exerciseappropriate Fair Market Value and other price with respectdeterminations relevant to any ofoutstanding Awards or grants and shall make such other adjustments as may be appropriate under the foregoing, providedcircumstances; provided, that the number of shares subject to any Award or grant always shall always be a whole number.

Adjustment.Adjustments in Event of Change in Common Stock. In the event of any equity restructuring, whether achange in the Stock by reason of any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-upup, spin-off, combination or combinationexchange of shares, or otherwise, affectsrights offering to purchase Stock at a price substantially below fair market value, or of any similar change affecting 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 #Stock, the number and kind of shares in respect of which Awardsthereafter may be madeavailable for issuance under the Plan, #Plan and the number and kindterms of shares subject to outstanding Awards and #shall be appropriately adjusted consistent with such change in such manner as the exercise priceCommittee may deem equitable to prevent dilution or enlargement of the rights granted to, or available for, Participants in the Plan. If the adjustment would result in fractional shares with respect to anyan Award, then the Committee may make such further adjustment (including, without limitation, the use of consideration other than Stock or rounding to the foregoing, provided that thenearest whole number of shares subjectshares) as the Committee shall deem appropriate to any Award shall always be a whole number.avoid the issuance of fractional shares.

Adjustment. In the event of any equity restructuring, whether amerger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividend), share dividend, share split, reverse share split, spin-off, stock dividend, recapitalization, split-uprights offering, liquidation, acquisition of property or shares, combination of shares,shares or otherwise, affectsother similar event affecting the Common Stock such that an adjustment is required in order to preserve the benefits intended to be provided by the Plan,Company, the Committee (subjectshall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants 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 casemaximum number of Incentive Stock Optionsshares that may be subject to Awards granted to any limitation required under the Code) shall equitably adjustEligible Director during any calendar year or all of #other period; the number and kind of shares in respect of which Awards may be made under the Plan, # the number and kind of sharesStock 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 exercise price with respectextent that such adjustment would cause an Award to any ofbe subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, providedthe Committee may provide that the number of shares subjectof Stock with respect to any Award shall always be a whole number.number, and for the payment of fractional shares to be paid out in cash.

Adjustment.Adjustments. In the event that any dividend or other distribution (whether in the form of any equity restructuring, whether acash, Shares, other securities or other property), recapitalization, stock dividend, recapitalization,split, reverse stock split, reorganization, merger, consolidation, split-upup, spin-off, combination, repurchase or combinationexchange of shares,Shares or otherwise,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 Common StockShares such that an adjustment is requirednecessary in order to preserveprevent dilution or enlargement of the benefits or potential benefits intended to be provided bymade available under the Plan, then the Committee (subjectshall, in the case of Incentive Stock Options to any limitation required under the Code) shall equitablysuch manner as it may deem equitable, adjust any or all of # the number and kindtype of shares in respect of which AwardsShares (or other securities or other property) that thereafter may be made under the Plan,subject of Awards, # the number and kindtype of sharesShares (or other securities or other property) subject to outstanding Awards andAwards, # the purchase price or exercise price with respect to any Award and # the limitations contained in Section 4(d) of the foregoing, providedPlan; provided, however, that the number of shares subjectShares covered by any Award or to anywhich 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. InAdjustment Provisions. If there shall occur any change with respect to the eventoutstanding Shares by reason of any equity restructuring, whether arecapitalization, reclassification, stock dividend, recapitalization, split-upextraordinary dividend, stock split, reverse stock split or combination of shares,other distribution with respect to the Shares, or otherwise, affectsany merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock suchStock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment is required in order to preserve the benefits intended to be made in # the maximum number and kind of Shares provided in Section 4.1, # the number and kind of Shares, units or other rights subject to then outstanding Awards, # the exercise or base price for each Share, unit or other right subject to then outstanding Awards, and # any other terms of an Award that are affected by the Plan,event. Notwithstanding the Committee (subjectforegoing, in the case of Incentive Stock OptionsOptions, any such adjustments shall, 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 mayextent practicable, be made underin a manner consistent with the Plan, # the number and kindrequirements of shares subject to outstanding Awards and # the exercise price with respect to any[Section 424(a)] of the foregoing, provided thatCode; and, in the numbercase of shares subject to any AwardOptions and Stock Appreciation Rights such adjustments shall always be a whole number.in compliance with Section 409A of the Code.

Adjustment.Adjustments. In the event of any equity restructuring, whetherchange in the outstanding Common Stock by reason of a stock split, stock dividend, recapitalization, split-upcombination or combinationreclassification of shares, recapitalization, merger, or otherwise, affectssimilar event, the committee which administers the plan (the “Committee”) may adjust proportionally the number of Option Shares and the Option Price. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such that an adjustment is required in order to preserve the benefits intended toadjustments as may be provideddeemed equitable by the Plan, the Committee (subject in the case of Incentive Stock OptionsCommittee, including adjustments to any limitation required under the Code) shall equitably adjust any or all of # the number and kind of shares in respect of which Awardsavoid fractional shares, may be made underto give proper effect to such event. In the Plan, #event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the numberCommittee shall be authorized to issue 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 besubstitute a whole number.new stock option for this Option.

Adjustment. In the event of any equity restructuring, whether amerger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split, spin-off, stock dividend, recapitalization, split-uprights offering, liquidation, acquisition of property or shares, combination of shares,shares or otherwise, affectsother similar event affecting the CommonCompany, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock such that an adjustment is required in order to preserveor other security(ies) reserved for issuance under the benefits intended to be providedPlan (including any shares of Stock currently authorized by the Plan,Prior Plan and that increase the Committee (subjectauthorized shares under the Plan pursuant to Section 3(a)); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in the case of Incentive Stock OptionsSection 3(d) granted to any limitation required under the Code) shall equitably adjustParticipant during any calendar year or all ofother period; # the number and kind of shares of Stock or other securities subject to then outstanding Awards granted under the Plan; # the Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in respect of which Awards mayeach case, that no such adjustment authorized under this Section 3(c) shall be made underto the Plan, # the number and kind of sharesextent that such adjustment would cause an Award to be subject to outstanding Awards and #adverse tax consequences to the exercise price with respect to any ofParticipant under Section 409A. Notwithstanding the foregoing, providedthe Committee may provide that the number of shares subjectof Stock with respect to any Award shall always be a whole number.number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this Section 3(c) need not be the same for all Participants.

Adjustment.Adjustments. In the event of any equity restructuring, whether achange in the outstanding Common Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, split-upmerger, consolidation, combination, extraordinary dividend, exchange of shares or combinationother change affecting the outstanding shares of shares, or otherwise, affects the Common Stock such that an adjustment is required in orderas a class without the Company’s receipt of consideration, or other equity restructuring within the meaning of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (formerly, FASB Statement 123R), appropriate adjustments shall be made 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 aggregate number and kind of shares inShares with respect ofto which Awardsawards may be made under the Plan,Plan pursuant to Section 5(a); # the terms and the number and kind of shares subject toShares and/or the Exercise Price per Share of any outstanding AwardsOptions or Other Equity Awards; and # the exercise priceshare limitations set forth in Section 3.3 hereof. The Committee shall also make appropriate adjustments described in (i)-(iii) of the previous sentence in the event of any distribution of assets to stockholders other than a normal cash dividend. Adjustments, if any, and any determination or interpretations, made by the Committee 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 any of the foregoing, provided thatto, the number or price of sharesShares subject to any Award shall always be a whole number.an Award.

Adjustment. In the event of any equity restructuring, whetherrestructuring (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, recapitalization, split-upstock split, spinoff, rights offering or combination of shares, or otherwise, affects the Common Stock such thatrecapitalization through 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 #extraordinary dividend, the number and kindclass of sharessecurities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in respectcorporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of which Awardsthe Company, such equitable adjustments described in the foregoing sentence may be made underas determined to be appropriate and equitable by the Plan, #Committee (or, if the number and kindCompany is not the surviving corporation in any such transaction, the board of shares subject to outstanding Awards and # the exercise price with respect to anydirectors of the foregoing, provided thatsurviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the numberCommittee regarding any such adjustment and the Fair Market Value of shares subject to any Awardfractional security shall always be a whole number.final, binding and conclusive.