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Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any 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 reduction 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 adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of 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 the Option shall always be a whole number.

AdjustmentAdjustments in Authorized Shares and Awards.Shares. In the event that the Committee determines thatof any dividendcorporate event or other distribution (whethertransaction (including, but not limited to, a change in the form of cash, shares of Common Stock, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction 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 securitiesShares of the Company or other rights to purchase sharesthe capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other securitiesdistribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or otherany similar corporate transactionevent or event affectstransaction, the Shares such that any adjustment is determined by the Committee to be appropriateCompensation Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under the benefitsPlan, shall substitute or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manneradjust, 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 #applicable, the number and kind of Shares underlyingthat may be issued under the Option. NotwithstandingPlan or under particular forms of Awards, 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;number and provided further that the numberkind of Shares subject to outstanding Awards, the Option shall always be a whole number.Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.

Adjustment in Authorized Shares and Awards.Adjustment. In the event that the Committee determines thatof any dividendmerger, 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 other distribution (whether in the form of cash, shares of Common Stock, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off orshares, 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 ofsimilar event affecting the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to beshall make such substitution(s) or adjustment(s) as it deems appropriate in orderand equitable to prevent dilution or enlargement of rights of Participants under the benefits or potential benefits intended to be made available under this Agreement, thenPlan to: the Committee shall, in such manner as it may deem equitable, adjust any or all of # theaggregate number and typekind of Shares (orshares of Stock or other securities or property)security(ies) reserved for issuance under the Plan; in the maximum number of shares that may be subject to the Option, # the Strike Price with respectAwards granted to the Option or, if deemed appropriate, make provision for a cash payment to the Grantee, and #any Eligible Director during any calendar year or other period; the number and kind of Shares underlyingshares of Stock or other security(ies) subject to outstanding Awards granted under the Option. NotwithstandingPlan; the foregoing,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 authorizedmade to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to 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 taxationParticipant under Section 409A of409A. Notwithstanding the Code; and provided furtherforegoing, the Committee may provide that the number of Shares subjectshares of Stock with respect to the Optionany Award shall always be a whole number.number, and for the payment of fractional shares to be paid out in cash.

Adjustment in Authorized Shares and Awards.Adjustments. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares of Common Stock,Shares, other securities or other property), recapitalization, forward orstock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of sharesShares or other securities of the Company, issuance of warrants or other rights to purchase 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 anyan adjustment is determined by the Committee to be appropriatenecessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement,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 to the Option, # the Strike Price with respect to the Option or, if deemed appropriate, make provision for a cash payment to the Grantee, andof Awards, # the number and kindtype of Shares underlying(or other securities or other property) subject to outstanding Awards, # the Option. Notwithstandingpurchase price or exercise price with respect to any Award and # the foregoing, no such adjustment shall be authorized to the extent that such adjustment would cause the Option to violatelimitations contained in Section 424(a)4(d) 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 furtherPlan; provided, however, that the number of Shares subjectcovered by any Award or to the Optionwhich 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.

Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares of Common Stock,Shares, other securities, or other property), recapitalization, forward orstock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of sharesShares or other securities of the CompanyCompany, issuance of warrants or other rights to purchase sharesShares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that anyan adjustment is determined by the Committee to be appropriaterequired in order to preserve the value of issued and outstanding Awards and to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under this Agreement,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 property) which thereafter may 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 the Option,outstanding Awards, and # the Strike Pricegrant, purchase, or exercise price with respect to the Optionany Award or, if deemed appropriate, make provision for a cash payment to the Grantee, and # the number and kindholder 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 furtheran outstanding Award; provided, however, that the number of Shares subject to the Optionany Award denominated in Shares shall always be a whole number.

Adjustment in Authorized Shares and Awards.Adjustment. In the event that the Committee determines thatof any dividendmerger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, share split, reverse share split, spin-off, stock rights offering, liquidation, acquisition of property 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 reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off orshares, 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 ofsimilar event affecting the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to beshall make such substitution(s) or adjustment(s) as it deems appropriate in orderand equitable to prevent dilution or enlargement of rights of Participants under 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 ofPlan to: # the aggregate number and typekind of Shares (orshares of Stock or other securitiessecurity(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to Section 3(a)); # the various maximum limitations on the number of shares of Stock or property)Units that may be subject to the Option, # the Strike Price with respectAwards set forth in Section 3(d) granted to the Option or, if deemed appropriate, make provision for a cash payment to the Grantee, andany Participant during any calendar year or other period; # the number and kind of Shares underlyingshares of Stock or other securities subject to then outstanding Awards granted under the Option. NotwithstandingPlan; # the foregoing,Option Exercise Price of any outstanding Stock Option and strike price/base value of any outstanding Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the relevant Award Agreement; provided, in each case, that no such adjustment authorized under this Section 3(c) shall be authorizedmade to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to 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 taxationParticipant under Section 409A of409A. Notwithstanding the Code; and provided furtherforegoing, the Committee may provide that the number of Shares subjectshares of Stock with respect to the Optionany Award shall always be a whole number.number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this Section 3(c) need not be the same for all Participants.

Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares of Common Stock,Shares, other securities, or other property), recapitalization, forward orstock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company oroff, combination, repurchase or exchange of sharesShares or other securities of the CompanyCompany, issuance of warrants or other rights to purchase sharesShares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that anyan adjustment is determined by the Committee to be appropriaterequired in order to preserve the value of issued and outstanding Awards and to prevent dilutiondiminution or enlargement of the benefits or potential benefits intended to be made available under this Agreement,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 property) which thereafter may 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 the Option,outstanding Awards, and # the Strike Pricegrant, purchase, or exercise price with respect to the Optionany Award or, if deemed appropriate, make provision for a cash payment to the Grantee, and # the number and kindholder 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 furtheran outstanding Award; provided, however, that the number of Shares subject to the Optionany Award denominated in Shares shall always be a whole number.

Adjustment in AuthorizedProvisions. If there shall occur any change with respect to the outstanding Shares and Awards. In the event that the Committee determines thatby reason of any dividendrecapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution (whether inwith respect to the form of cash, shares of Common Stock,Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital,any merger, reorganization, merger, consolidation, scheme of arrangement, split-up,combination, 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 transactionchange, or event affectsany other change affecting the Shares such that any adjustment is determined byCommon Stock, the Committee may, in the manner and to bethe extent that it deems appropriate in orderand equitable to prevent dilution or enlargementthe Participants and consistent with the terms of the benefits or potential benefits intendedPlan, cause an adjustment 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 maximum number and typekind 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, andprovided in Section 4.1, # the number and kind of Shares underlyingShares, units or other rights subject to then outstanding Awards, # the Option.exercise or base price for each Share, unit or other right subject to then outstanding Awards, and # any other terms of an Award that are affected by the event. Notwithstanding the foregoing, noin the case of Incentive Stock Options, any such adjustment shall be authorizedadjustments shall, to the extent that such adjustment would causepracticable, be made in a manner consistent with the Option to violate Sectionrequirements of [Section 424(a)] of the Internal Revenue CodeCode; and, in the case of 1986, as amended from time to time (the “Code”) or otherwise subject (in the determination of the Committee) any Grantee to taxation underOptions and Stock Appreciation Rights such adjustments shall be in compliance with Section 409A of the Code; and provided further that the number of Shares subject to the Option shall always be a whole number.Code.

Adjustment in Authorized Shares and Awards.ADJUSTMENTS IN AUTHORIZED SHARES. In the event that the Committee determines thatof any dividendchange 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 (whether in the form of cash, shares of Common Stock,stock or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction 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 securitiesproperty of the Company, any reorganization (whether or other similar corporate transactionnot such reorganization comes within the definition of such term in Code Section 368), or event affectsany partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares such that any adjustment isavailable 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 by the Committee to be appropriate and equitable by the Committee, in orderits sole discretion, to prevent dilution or enlargement of 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 furtherrights; provided, however, that the number of Shares subject to the Optionany Award shall always be a whole number.

Adjustment in Authorized Shares and Awards. InAdjustments. Upon the event that the Committee determines thatoccurrence of any dividend or other distribution (whether in the form of cash, shares of Common Stock,Shares, other securities or other property), change in the capital or shares of capital stock, recapitalization, forward orstock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchaseoff, combination, repurchase, or exchange of sharesShares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other rights to purchase shares or other securities of the Company, or other similar corporateextraordinary transaction or event which affects the Shares such that any adjustment is determined byShares, then the Committee to beshall make such adjustment, if any, in such manner as it deems appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall,Plan, in such manner as it may deem equitable, adjust any or all of # 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 Option,number and type of Shares (or other securities or property) subject thereto, # the Strike Pricegrant, purchase or exercise price with respect to the Option or,outstanding Awards and, if deemed appropriate, make provision for a cash paymentpayments to the Grantee,holders of outstanding Awards, and # the numberterms and kindconditions of Shares underlyingany outstanding Awards, including 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)performance goals 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 furtherPerformance Awards; provided, however, that the number of Shares subject to the Optionany Award denominated in Shares shall always be a whole number.

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