Adjustments Upon Specified Events. In the event of a Share Change (as defined in the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different Shares or securities shall remain subject to the restrictions in this Agreement.

Adjustments Upon Certain Events. Subject to the terms of the Plan, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of Shares subject to this Agreement to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

In the event of any material change in the business assets, liabilities or prospects of the Company, any division or any subsidiary, the Committee in its sole discretion and without liability to any person may make such adjustment, if any, as it deems to be equitable as to any affected terms of outstanding Awards.

Specified Time. A specified time or a fixed schedule;

Specified Executive. Notwithstanding any other provision of this Agreement to the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreement during the six (6)-month period immediately following Executive’s “separation from service” shall be accumulated and paid to Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.

Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code section 416(i)(5)). An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

-1 Notwithstanding [Section 9.1], a Participant’s interest in his or her Account shall fully vest on the Participant’s Normal Retirement Date. The Participant’s interest shall also fully vest in the event that his or her Service is terminated by Disability or by death. For purposes of this [Section 9.3-1]1], benefits payable in the event of a Participant’s death or Disability while performing qualified military service shall fully vest in accordance with Section 414(u)(9) of the Code.

Mandatory Prepayment Upon Triggering Events. Upon the occurrence of a Triggering Event (as defined below), the ​ shall have the right (in addition to all other rights it may have hereunder under this Note or under applicable law), exercisable by the ​ or the Agent in accordance with the Intercreditor Agreement, to require the Maker to prepay all or a portion of the outstanding principal amount of this Note plus any applicable Premium (as defined on the first page of this Note) in cash. Such prepayment shall be due and payable within ten (10) Trading Days of the date on which the notice for the payment therefor is provided by the ​ or the Agent. Any prepayment of this Note pursuant to this Section shall be applied # first, to pay the applicable Premium and any fees due and payable in respect of this Note until paid in full, # second, to pay the outstanding principal amount of this Note until paid in full, and # lastly, to pay any other outstanding obligations of the Maker under this Note.

Adjustments Upon Changes in Capitalization, Etc. In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of Common Stock or other similar corporate change or in the event of any special distribution to shareholders, the Committee shall make such equitable adjustments in the number of shares of Restricted Stock as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan.