Certain Extraordinary or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impact of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at the time the targets were set, changes in applicable law, regulation or accounting principles or other circumstances determined by the Committee. In exercising its discretion, the Committee shall take into account such factors as it considers appropriate. The Committee’s decision shall be final and binding upon any person claiming a right to a payment under the Plan.

Adjustments of Awards Upon the Occurrence of Certain ExtraordinaryUnusual or Nonrecurring Events. The Committee mayshall be authorized to make adjustments in the terms and conditions of, and the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impactin recognition of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at(including, without limitation, the timeevents described in [Section 4(c)] hereof) affecting the targets were set,Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable law, regulationlaws, regulations, or accounting principles or other circumstances determined by the Committee. In exercising its discretion,principles, whenever the Committee shall take into accountdetermines that such factors as it considers appropriate. The Committee’s decision shalladjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be final and binding upon any person claiming a right to a paymentmade available under the Plan.

Adjustments of Awards Upon the Occurrence of Certain ExtraordinaryUnusual or Nonrecurring Events. The Committee mayis hereby authorized to make adjustments in the terms and conditions of, and the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impactin recognition of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at(including, without limitation, the timeevents described in [Section 4(B)] hereof) affecting the targets were set,Company, any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable law, regulationlaws, regulations, or accounting principles or other circumstances determined by the Committee. In exercising its discretion,principles, whenever the Committee shall take into accountis required to make such factors as it considers appropriate. The Committee’s decision shalladjustments pursuant to [Section 4(B)] hereof or whenever the Board, in its sole discretion, determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be final and binding upon any person claiming a right to a paymentmade available under the Plan.

Adjustment of Awards Upon the Occurrence of Certain ExtraordinaryUnusual or Nonrecurring Events.The Committee may make adjustments in the terms and conditions of, and the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impactin recognition of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at(including, without limitation, the timeevents described in [Section 4.5]) affecting the targets were set,Company or the financial statements of the Company or of changes in applicable law, regulationlaws, regulations, or accounting principles or other circumstances determined by the Committee. In exercising its discretion,principles, whenever the Committee shall take into accountdetermines that such factorsadjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as it considers appropriate. The Committee’s decisionto the foregoing adjustments, if any, shall be finalconclusive and binding uponon Participants under this Plan. By accepting an Award under this Plan, a Participant agrees to any person claiming a rightadjustment to a payment under the Plan.Award made pursuant to this [Section 19.2] without further consideration or action.

Adjustment of Awards Upon the Occurrence of Certain ExtraordinaryUnusual or Nonrecurring Events. TheSubject to [Section 12.3], the Committee may make adjustments in the terms and conditions of, and the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impactin recognition of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at(including, without limitation, the timeevents described in [Section 4.4] hereof) affecting the targets were set,Company or the financial statements of the Company or of changes in applicable law, regulationlaws, regulations, or accounting principles or other circumstances determined by the Committee. In exercising its discretion,principles, whenever the Committee shall take into accountdetermines that such factorsadjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as it considers appropriate. The Committee’s decisionto the foregoing adjustments, if any, shall be finalconclusive and binding uponon Participants under this Plan. By accepting an Award under this Plan, a Participant agrees to any person claiming a rightadjustment to a payment under the Plan.Award made pursuant to this [Section 17.2] without further consideration or action.

Adjustment of Awards Upon the Occurrence of Certain ExtraordinaryUnusual or Nonrecurring Events. The Board or the Committee mayshall make adjustments in the terms and conditions of, and the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impactin recognition of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at(including the timeevents described in [Section 5(d)]) affecting the targets were set,Company or the financial statements of the Company or of changes in applicable law, regulationlaws, regulations, or accounting principles in order to prevent unintended dilution or other circumstances determined byenlargement of the Committee. In exercising its discretion,benefits or potential benefits intended to be made available under the Plan. Any such adjustment with respect to an Award intended to be an ISO shall be made only to the extent consistent with such intent, unless the Board or the Committee shall take into accountdetermines otherwise, and any such factorsadjustment that is made with respect to an Award that is intended to qualify as it considers appropriate. The Committee’s decisionperformance-based compensation under Code Section 162(m) (or any successor provision) shall be final and binding upon any person claiming a right to a payment under the Plan.made consistent with such intent.