Changes in Capitalization. The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, in each case effected at any time after this Plan is approved by the Board. In the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to the number or price of Shares subject to any Award.

Changes in Capitalization. The Committee shall equitably adjustSubject to any action required under the Applicable Laws by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture,expiration, repurchase, or expirationforfeiture of an Award, as well as the price per Share covered by each such outstanding Award, to reflectshall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares,Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, in each case effected atCompany; provided, however, that conversion of any time after this Plan is approvedconvertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board. In the event of any such transaction or event, the Committee may provideAdministrator, whose determination in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine tothat respect shall be equitable under the circumstancesfinal, binding and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan.conclusive. Except as expressly provided herein, or in an Award Agreement, ifno issuance by the Company issues for considerationof shares of stock of any classclass, or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect toto, the number or price of Shares subject to anyan Award.

Changes in Capitalization. The Committee shall equitably adjustIn the numberevent of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Planany corporate event or transaction (including, but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decreasenot limited to, a change in the numberShares of issued Shares resulting fromthe Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock dividend, combination, recapitalization or reclassificationproperty of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to stockholders of the Company, or any other increasesimilar corporate event or decreasetransaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued Shares effected without receipt of consideration by the Company, in each case effected at any time afterunder this Plan is approved by the Board. In the eventor under particular forms of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect toAwards, the number or priceand kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards; provided that the Committee, in its sole discretion, shall determine the methodology or manner of making such substitution or adjustment. The Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Award.Awards under this Plan to reflect such changes or distributions and may modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods.

Changes in Capitalization. The Committee shall equitably adjustAdjustments. Upon the numberoccurrence of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been grantedany dividend or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decreaseother distribution (whether in the numberform of issued Shares resulting from acash, Shares, other securities or other property), change in the capital or shares of capital stock, recapitalization, stock split, reverse stock split, stock dividend,reorganization, merger, consolidation, split-up, spin-off, combination, recapitalizationrepurchase, or reclassificationexchange of Shares or other securities of the Shares,Company, issuance of warrants or any other increaserights to purchase Shares or decrease inother securities of the number of issued Shares effected without receipt of consideration by the Company, in each case effected at any time after this Plan is approved by the Board. In the event of any suchCompany or extraordinary transaction or event,event which affects the Shares, then the Committee may provideshall make such adjustment, if any, in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity)manner as it may in good faith determinedeems appropriate to be equitable underprevent dilution or enlargement of the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein,benefits or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be requiredpotential benefits intended to be made available under the Plan, in # the number and type of Shares (or other securities or property) which thereafter may be 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) subject thereto, # the grant, purchase or exercise price with respect to outstanding Awards and, if deemed appropriate, make provision for cash payments to the holders of outstanding Awards, and # the terms and conditions of any outstanding Awards, including the performance goals of any Performance Awards; provided, however, that the number or price of Shares subject to any Award.Award denominated in Shares shall always be a whole number.

Changes in Capitalization. The Committee shall equitably adjustIn the number of Shares covered by each outstanding Award, and the number of Sharesevent that have been authorized for issuance under the Plan but as to which no Awards have yet been grantedany dividend or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decreaseother distribution (whether in the numberform of issued Shares resulting from acash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, stock dividend,reorganization, merger, consolidation, split-up, spin-off, combination, recapitalizationrepurchase or reclassificationexchange of Shares or other securities of the Shares,Company, issuance of warrants or any other increaserights to purchase Shares or decreaseother securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is required in order to preserve the numbervalue of issued Shares effected without receiptand outstanding Awards and to prevent diminution or enlargement of consideration by the Company, in each case effected at any time after this Plan is approved bybenefits or potential benefits intended to be made available under the Board. In the event of any such transaction or event,Plan, then the Committee shall, in such manner as it may provide in substitution fordeem equitable, adjust any or all outstanding Awards underof # the Plan such alternative consideration (includingnumber and type of Shares (or other securities of any surviving entity) as itor property) which thereafter may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be 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) subject to outstanding Awards, and # the grant, 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; provided, however, that the number or price of Shares subject to any Award.Award denominated in Shares shall always be a whole number.

Changes in Capitalization. The Committee shall equitably adjustIn the number of Shares covered by each outstanding Award, and the number of Sharesevent that have been authorized for issuance under the Plan but as to which no Awards have yet been grantedany dividend or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decreaseother distribution (whether in the numberform of issued Shares resulting from acash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, stock dividend,reorganization, merger, consolidation, split-up, spin-off, combination, recapitalizationrepurchase or reclassificationexchange of Shares or other securities of the Shares,Company, issuance of warrants or any other increaserights to purchase Shares or decreaseother securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is required in order to preserve the numbervalue of issued Shares effected without receiptand outstanding Awards and to prevent diminution or enlargement of consideration by the Company, in each case effected at any time after this Plan is approved bybenefits or potential benefits intended to be made available under the Board. In the event of any such transaction or event,Plan, then the Committee shall, in such manner as it may provide in substitution fordeem equitable, adjust any or all outstanding Awards underof # the Plan such alternative consideration (includingnumber and type of Shares (or other securities of any surviving entity) as itor property) which thereafter may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be 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) subject to outstanding Awards, and # the grant, 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; provided, however, that the number or price of Shares subject to any Award.Award denominated in Shares shall always be a whole number.

Changes in Capitalization. The Committee shall equitably adjustIn the event that the number of Shares covered byshall be increased or decreased through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, stock dividend, or similar transaction, then each outstanding Award, and the number of SharesShare that havehas been authorized for issuance under the Plan but asPlan, whether such Share is then currently subject to which no Awards have yet been granted or that have been returnedmay become subject to an Award under the Plan upon cancellation, forfeiture, or expiration of an Award,Plan, as well as the price per Share coveredshare limits set forth in Section 3, shall be adjusted by each such outstanding Award,the Committee to reflect anysuch increase or decreasedecrease, as it determines appropriate, in the numberits sole discretion. The terms of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of considerationoutstanding Award shall also be adjusted by the Company, in each case effected at any time after this Plan is approved by the Board. In the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to theprice, number or price of Shares subject to any Award.such Award and other terms to reflect the foregoing events as the Committee determines appropriate, in its sole discretion.

ChangesAdjustments. In the event that any dividend or other distribution (whether in Capitalization. Thethe form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, 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 an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitablyshall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, # the number and type of Shares (or other securities or other property) subject to outstanding Awards, # the purchase price or exercise price with respect to any Award and # the limitations contained in Section 4(d) of the Plan; provided, however, that the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but asany Award or to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued Shares resulting fromAward relates shall always be a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of considerationwhole number. Such adjustment shall be made by the Company,Committee or the Board, whose determination in each case effected at any time after this Plan is approved by the Board. In the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereofthat respect shall be required to be made with respect to the number or price of Shares subject to any Award.final, binding and conclusive.

ChangesIn the event of changes in Capitalization. Thethe outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 9, any outstanding Awards and any applicable Award Agreements shall be subject to adjustment by the Committee shall equitably adjustat its discretion, which adjustment may, in the Committee’s discretion, be described in the Award Agreement and may include, but not be limited to, adjustments as to the number and price of Shares covered by each outstanding Award, and the numbershares of Shares that have been authorized for issuance under the Plan but asStock or other consideration subject to which nosuch Awards, conversion of such Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decreaseinto awards denominated in the numbersecurities or other interests of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalizationany successor person, or reclassificationthe cash settlement of such Awards in exchange for the Shares,cancellation thereof, or any other increasethe cancellation of Awards either with or decrease in the number of issued Shares effected without receipt of consideration by the Company, in each case effected at any time after this Plan is approved by the Board.consideration. In the event of any such transaction or event,change in the Committee may provideoutstanding Stock, the share limitations in substitution for any or all outstanding Awards underSections 4 and 5 of the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable underappropriately adjusted by the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereofCommittee, whose determination shall be required to be made with respect to the number or price of Shares subject to any Award.conclusive.

Changes in Capitalization. The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, in each case effected at any time after this Plan is approved by the Board.Adjustment. In the event of any merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividend), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other similar event affecting the Company, the Committee shall make such transactionsubstitution(s) or event,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 maximum number of shares that may be subject to Awards granted to any Eligible Director during any calendar year or other period; the number and kind of shares of Stock 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 extent 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 in substitution for any or all outstanding Awards underthat the Plan such alternative consideration (including securitiesnumber of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be madeStock with respect to any Award shall always be a whole number, and for the number or pricepayment of Shares subjectfractional shares to any Award.be paid out in cash.