If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increases or decreases the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock # available for issuance under the Plan pursuant to [Section 5] above, # covered by an unvested grant of Restricted Stock, and # credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increasesincrease or decreasesdecrease the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock #(i) available for issuance under the Plan pursuant to [Section 5] above, #(ii) covered by an unvested grant of Restricted Stock, and #(iii) credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Share Adjustments. If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations,mergers or other events that increases or decreasesas stated in [Section 8] of the number or value of issued and outstanding shares of Common Stock,Plan, then proportionate adjustments shall be made to the number of shares of Common Stock # available for issuance under the Plan pursuant to [Section 5] above, # covered by an unvested grant of Restricted Stock, and # credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Adjustments. In the event of any changeschange in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increases or decreases the number or value of issued and outstanding shares of Common Stock, then proportionatewithout 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, spin-off, combination of shares, exchange of shares or other change in corporate structure affecting the Common Stock and not involving the receipt of consideration by the Company, the Committee shall make appropriate adjustments shall be made toin # the aggregate number of and kind of shares of Common Stock # available for issuance under the PlanPlan, # 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 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 5] above,6.7], # covered by an unvested grant of Restricted Stock,the Code Section 162(m) limitations; # the exercise or other applicable price related to outstanding Awards or grants and # creditedthe appropriate Fair Market Value and other price determinations relevant to each Stock Unit Account in order to prevent dilutionoutstanding Awards or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stockgrants and shall make such other adjustments as may be appropriate under the Plan.circumstances; provided, that the number of shares subject to any Award or grant always shall be a whole number.