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ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in corporate capitalization,the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, or a corporate transaction, such as any merger, consolidation, separation, including areverse stock split, split up, spin-off, or other distribution of stock or property of the Company, any reorganization (whethercombination of Shares, exchange of Shares, dividend in kind, or not such reorganization comes within the definition of such termother like change in Code Section 368),capital structure or any partial or complete liquidationdistribution (other than normal cash dividends) to shareholders of the Company, such adjustment shall be made inor any similar corporate event or transaction, the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by theCompensation Committee, in its sole discretion, in order to prevent dilution or enlargement of rights; provided, however,Participants’ rights under the Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares subject to anyoutstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award shall always be a whole number.Limits, and other value determinations applicable to outstanding Awards.

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustments in Authorized Plan Shares and Outstanding Awards. In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend, or other change in the corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or propertystructure of the Company, any reorganization (whether or not such reorganization comes withinCompany affecting the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, suchShares, an adjustment shall be made in the number and class of Shares available inwhich may be delivered under the Share PoolPlan (including but not limited to individual limits), and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and/or the number of outstanding Options, Shares of Restricted Stock, and Performance Shares (and Performance Units and other Awards whose value is based on a number of Shares) constituting outstanding Awards, as may be determined to be appropriate and equitable by the Disinterested Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.rights.

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustments. In the event ofthat any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off,dividend or other distribution (whether in the 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 propertyexchange of Shares or other securities of the Company, any reorganization (whetherissuance of warrants or not such reorganization comes within the definition of such term in Code Section 368),other rights to purchase Shares or any partial or complete liquidationother securities of the Company,Company or other similar corporate transaction or event affects the Shares such that an adjustment shall be madeis necessary in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion,order to prevent dilution or enlargement of rights;the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, 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 subjectcovered by any Award or to anywhich such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

ADJUSTMENTS IN AUTHORIZED SHARES. InAdjustments. Upon the eventoccurrence of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off,dividend or other distribution (whether in the form of cash, Shares, other securities or other property), change in the capital or shares of capital stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or propertyexchange of Shares or other securities of the Company, any reorganization (whetherissuance of warrants or not such reorganization comes within the definition of such term in Code Section 368),other rights to purchase Shares or any partial or complete liquidationother securities of the Company,Company or extraordinary transaction or event which affects the Shares, then the Committee shall make such adjustment shall be madeadjustment, if any, in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan,such manner as may be determined to beit deems appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights;the benefits or potential 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 of Shares subject to any Award denominated in Shares shall always be a whole number.

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustments. In the event ofthat any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off,extraordinary dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or propertyexchange of Shares or other securities of the Company, any reorganization (whether or not such reorganization comes withinother change in the definition of such term in Code Section 368), or any partial or complete liquidationcorporate structure of the Company, such adjustment shallCompany affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made inavailable under the Plan, will adjust the number and class of Shares available inshares of stock that may be delivered under the Share PoolPlan and/or the number, class, and in the number and class of and/or price of Shares subject toshares of stock covered by each outstanding Awards granted under the Plan, as may be determined to be appropriateAward, and equitable by the Committee,numerical Share limits in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.[Section 3].

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustment in Authorized Shares and Awards. In the event ofthat the Committee determines that any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off,dividend or other distribution (whether in the form of cash, shares of Common Stock, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or propertyreduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of shares or other securities of the Company or other rights to purchase shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any reorganization (whether or not such reorganization comes withinadjustment is determined by the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determinedCommittee to be appropriate and equitable by the Committee, in its sole discretion,order to prevent dilution or enlargement of rights; provided, however,the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property) subject to the Option, # the Strike Price with respect to the Option or, if deemed appropriate, make provision for a cash payment to the Grantee, and # the number and kind of Shares underlying the Option. Notwithstanding the foregoing, no such adjustment shall be authorized to the extent that such adjustment would cause the Option to violate Section 424(a) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) or otherwise subject (in the determination of the Committee) any Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to any Awardthe Option shall always be a whole number.

ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any corporate event or transaction (including, but not limited to, a change in corporate capitalization,the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, or a corporate transaction, such as any merger, consolidation, separation, including areverse stock split, split up, spin-off, or other distribution of stock or property of the Company, any reorganization (whethercombination of Shares, exchange of Shares, dividend in kind, or not such reorganization comes within the definitionother like change in capital structure, number of such term in Code Section 368),outstanding Shares or any partial or complete liquidationdistribution (other than normal cash dividends) to stockholders of the Company, such adjustmentor any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall be made insubstitute or adjust, as applicable, the number and classkind of Shares available in the Share Pool and inthat may be issued under this Plan or under particular forms of Awards, the number and class of and/or pricekind of Shares subject to outstanding Awards granted underAwards, the Plan, as may be determinedOption Price or Grant Price applicable to be appropriateoutstanding Awards, the Annual Award Limits, and equitable byother 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 Awards under this Plan to prevent dilutionreflect such changes or enlargementdistributions and may modify any other terms of rights; provided, however, thatoutstanding Awards, including modifications of performance goals and changes in the numberlength of Shares subject to any Award shall always be a whole number.Performance Periods.

ADJUSTMENTS IN AUTHORIZED SHARES.Adjustments. In the event of anya merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination, or other change in the corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or propertystructure of the Company, any reorganization (whether or not such reorganization comes withinCompany affecting the definition of such term in Code Section 368), or any partial or complete liquidation of the Company,Shares, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan,Stock Units as may be determined to be appropriate and equitable by the Committee,Board, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.rights.

ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares shall 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 Share that has been authorized for issuance under the Plan, whether such Share is then currently subject to or may become subject to an Award under the Plan, as well as the per share limits set forth in [Section 3], shall be adjusted by the Committee to reflect such increase or decrease, as it determines appropriate, in its sole discretion. The terms of any outstanding Award shall alwaysalso be a whole number.adjusted by the Committee as to price, number of Shares subject to such Award and other terms to reflect the foregoing events as the Committee determines appropriate, in its sole discretion.

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