Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Adjustment of Closing Date. In [Section 6.01] of the PSA, the parties agree that the stipulated date of June 30, 2014 shall be deleted and the date August 29, 2014 shall be inserted in lieu thereof.

No Adjustment for Dividends. The number of Restricted Stock Units shall not be adjusted for the payment of any cash dividend on shares of Stock of the Corporation before the issuance of a stock certificate representing the earned Award.

Adjustment of the Target Amount. As soon as practicable after the end of the Performance Period, and in no event later than the last day of the first February following the Performance Period, the Committee shall determine the Performance Percentage based on the Scorecard. The Earned Bonus Percentage with respect to the Participant for the Performance Period shall be equal to the Performance Percentage so determined. The Committee shall have discretion to reduce (but not increase) the amount of the Cash Bonus determined for the Participant for the Performance Period at any time prior to the payment of either such bonus to the Participant. The Committee may, but shall not be required to, set forth in [Exhibit B] hereto such criteria (which may be subjective) to be used as the basis by the Committee to make any such reduction.

Payment of Net Adjustment Amount. Any Net Adjustment Amount as shown on the AR/AP Statement shall be paid at the Closing as follows:

Equitable Adjustment as Sole Remedy. If Customer fails to perform the tasks enumerated in this [Article 4.0] or other material obligations of this Contract in a timely manner, and such failure prevents the Contractor from being able to fulfill any of its obligations in accordance with the terms of this Contract, the Contractor shall be entitled as its sole remedy to an equitable adjustment in the Contract Price and Delivery schedule of any affected Work (which equitable adjustment shall include payment for reasonable work-around plans available to the Contractor). The Contractor shall use reasonable efforts to avoid and/or mitigate the effect of the failure of Customer to perform the tasks enumerated in this [Article 4.0] or other material obligations of this Contract in a timely manner, subject to an equitable adjustment in the Contract Price.

Computation of Operating Expense Adjustment. “Operating Expense Adjustment” shall mean the difference between Estimated Operating Expenses and actual Operating Expenses for any fiscal year determined as hereinafter provided. Within one hundred twenty (120) days after the end of each fiscal year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of actual Operating Expenses for the fiscal year just ended, accompanied by a computation of Operating Expense Adjustment (the “Annual Statement”). Upon written request of Tenant, Landlord shall supply sufficient backup data, as may be reasonably requested by Tenant, to reasonably demonstrate to Tenant the accuracy of such Annual Statement in accordance with the provisions of this Lease. If such Annual Statement shows that Tenant’s payment based upon Estimated Operating Expenses is less than Tenant’s Proportionate Share of Operating Expenses, then Tenant shall pay to Landlord the difference within twenty (20) days after receipt of such statement, such payment to constitute Additional Rent for all purposes hereunder. If such Annual Statement shows that Tenant’s payments of Estimated Operating Expenses exceed Tenant’s Proportionate Share of Operating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay to Tenant the difference within twenty (20) days after delivery of such statement to Tenant. If this Lease has been terminated or the Term hereof has expired prior to the date of such statement, then the Operating Expense Adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement. Should this Lease commence or terminate at any time other than the first day of the fiscal year, Tenant’s Proportionate Share of the Operating Expense Adjustment shall be prorated based on a month of 30 days and the number of calendar months during such fiscal year that this Lease is in effect. Landlord’s failure to provide any notices or statements within the time periods specified in Paragraphs 7.3 or 7.4 shall in no way excuse Tenant from its obligation to pay Tenant’s Proportionate Share of Operating Expenses. Tenant shall have ninety (90) days after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the correctness of the Annual Statement (“Expense Claim”). If Tenant does not object in writing to an Annual Statement within said ninety (90) day period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within said ninety (90) day period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after Landlord’s receipt of the Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to examine Landlord’s Records, subject to the terms and conditions set forth in Paragraph 7.7 below. This Paragraph 7.5 shall survive the expiration or earlier termination of this Lease.

Adjustment of Company Stock Accounts. A Participant’s Make-Up Subaccount and/or Performance Cycle Account established under [Section 4.1] shall thereafter be # credited with cash (in the case of the Make-Up Subaccount) or the number of shares of additional Company Stock that the Committee determines would be purchasable with the amount of any dividends or other distributions made in respect of Company Stock previously credited thereto (in the case of the Performance Cycle Account), # appropriately adjusted for any other transaction affecting Company Stock in such manner as the Committee shall determine, and # charged with the number of shares in respect of which distribution (whether in Common Stock or, as in the case of the Make-Up Subaccount, in cash) has been made under the Plan in respect of such Account.

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

Repurchase and Conversion Rate Adjustment Notices. [[Organization B:Organization]] shall, at least two Scheduled Trading Days prior to any day on which [[Organization B:Organization]] effects any repurchase of Shares, give [[Organization A:Organization]] a written notice of such repurchase (a “Repurchase Notice”) if, following such repurchase, the Notice Percentage would reasonably be expected to be # greater than ​52% and # greater by 0.50% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the Number of Shares plus the number of Shares underlying any other convertible bond hedge transactions or similar call options sold by [[Organization A:Organization]] to [[Organization B:Organization]] and the denominator of which is the number of Shares outstanding on such day. In the event that [[Organization B:Organization]] fails to provide [[Organization A:Organization]] with a Repurchase Notice on the day and in the manner specified in this [Section 8(e)] then [[Organization B:Organization]] agrees to indemnify and hold harmless [[Organization A:Organization]], its affiliates and their respective directors, officers, employees, advisors, agents and controlling persons ([[Organization A:Organization]] and each such person being an “Indemnified Party”) from and against any and all commercially reasonable losses (including losses relating to the [[Organization A:Organization]]’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a [Section 16] “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act or under any state or federal law, regulation or regulatory order, relating to or arising out of such failure. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Party as a result of [[Organization B:Organization]]’s failure to provide [[Organization A:Organization]] with a Repurchase Notice in accordance with this paragraph, such Indemnified Party shall promptly notify [[Organization B:Organization]] in writing, and [[Organization B:Organization]], upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others [[Organization B:Organization]] may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. [[Organization B:Organization]] shall not be liable to the extent that the Indemnified Party fails to notify [[Organization B:Organization]] within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder, but only to the extent that [[Organization B:Organization]] is materially prejudiced by such failure to provide such notice. In addition, [[Organization B:Organization]] shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterpa