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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 structure of the Company affecting the Shares, an adjustment shall be made in the number and class of Shares which may be delivered under the Plan (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.

Adjustments in Authorized Plan Shares and Outstanding Awards.Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend,corporate event or othertransaction (including, but not limited to, a change in the corporate structureShares of the Company affecting the Shares, an adjustment shall be made in the number and class of Shares which may be delivered under the Plan (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 numbercapitalization of outstanding Options, Sharesthe Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of Restricted Stock, and Performance Shares (and Performance Units andstock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other Awards whose value is based on a numberlike change in capital structure or distribution (other than normal cash dividends) to shareholders of Shares) constituting outstanding Awards, as may be determined to be appropriate and equitable by the DisinterestedCompany, or any similar corporate event or transaction, the Compensation Committee, in its sole discretion, in order to prevent dilution or enlargement of rights.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 outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.

Adjustments in Authorized Planto Number of Shares and Outstanding Awards.Subject to the Plan. 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 structureoutstanding shares of Stock of the Company affectingby reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the Shares, an adjustment shall be made in theaggregate number and class of Sharesshares of Stock with respect to which awards may be delivered under the Plan (including but not limited to individual limits), and in the number and class of and/or price of Shares subject to outstanding Awards grantedmade under the Plan, and/orthe terms and the number of shares of any outstanding Stock Options, Shares ofStock Appreciation Rights, Performance Units and Restricted Stock, and Performance Shares (and Performance Units and other Awards whose value is based onthe purchase price of a numbershare of Shares) constituting outstanding Awards, asStock under Stock Options, may be determined to be appropriate and equitableequitably adjusted by the Disinterested Committee,Board in its sole discretion, to prevent dilution or enlargement of rights.discretion.

Adjustments in Authorized Plan Shares and Outstanding Awards.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, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend,including a spin-off, or other change in the corporate structuredistribution of stock or property of the Company affectingCompany, any reorganization (whether or not such reorganization comes within the Shares, andefinition 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 which may be delivered underavailable in the Plan (including but not limited to individual limits),Share Pool 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.rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.

Adjustments5.3Adjustments in Awards and Authorized Plan Shares and Outstanding Awards.Shares. In the event of anya stock dividend or stock split, the number of Shares subject to outstanding Awards and the numerical limits of Sections 5.1, 6.1 and 7.11] shall automatically be adjusted to prevent the dilution or diminution of such Awards, except to the extent directed otherwise by the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend, or other similar change in the corporate structure of the Company affecting the Shares, an adjustmentthe Committee shall be made inadjust the number and class of Shares which may be delivered under the Plan (including but not limited to individual limits),Plan, the number, class and in the number and class of and/or price of Shares subject to outstanding Awards grantedAwards, and the numerical limits of Sections 5.1, 6.1 and 7.11] in such manner as the Committee shall determine to be advisable or appropriate to prevent the dilution or diminution of such Awards. Any such numerical limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the ability to grant or the qualification of Incentive Stock Options under the Plan, and/Plan. In addition, the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the numberCompany, or in response to changes in applicable laws, regulations, or accounting principles. The determination of outstanding Options, Shares of Restricted Stock,the Committee as to the foregoing adjustments, if any, shall be conclusive and Performance Shares (and Performance Units and other Awards whose value is basedbinding 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.all Participants.

Adjustments in Authorized Plan Shares and Outstanding Awards.Adjustments. In the event of anya merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Sharestock dividend, stock split, share combination, Stock split, Stock dividend, or other change in the corporate structure of the Company affecting the Shares, ansuch adjustment shall be made in the number and class of Shares which may be delivered under the Plan (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 PerformanceStock 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,Board, in its sole discretion, to prevent dilution or enlargement of rights.

Adjustments5.3Adjustments in Awards and Authorized Plan Shares and Outstanding Awards.Shares. In the event of anya stock dividend or stock split, the number of Shares subject to outstanding Awards and the numerical limits of Sections 5.1, 6.1 and 7.11] shall automatically be adjusted to prevent the dilution or diminution of such Awards, except to the extent directed otherwise by the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend, or other similar change in the corporate structure of the Company affecting the Shares, an adjustmentthe Committee shall be made inadjust the number and class of Shares which may be delivered under the Plan (including but not limited to individual limits),Plan, the number, class and in the number and class of and/or price of Shares subject to outstanding Awards grantedAwards, and the numerical limits of Sections 5.1, 6.1 and 7.11] in such manner as the Committee shall determine to be advisable or appropriate to prevent the dilution or diminution of such Awards. Any such numerical limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the status of any Award intended to qualify as “performance-based compensation” under section 162(m) of the Code or the ability to grant or the qualification of Incentive Stock Options under the Plan, and/Plan. In addition, other than with respect to Options and Awards intended to constitute “performance-based compensation” under section 162(m) of the Code, the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the numberCompany, or in response to changes in applicable laws, regulations, or accounting principles. The determination of outstanding Options, Shares of Restricted Stock,the Committee as to the foregoing adjustments, if any, shall be conclusive and Performance Shares (and Performance Units and other Awards whose value is basedbinding 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.all Participants.

Adjustments in Authorized Plan Shares and Outstanding Awards.Adjustments. In the event that any extraordinary dividend or other distribution (whether in the form of anycash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Sharespin-off, combination, Stock split, Stock dividend,reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, an adjustment shallShares 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 whichshares of stock that may be delivered under the Plan (including but not limited to individual limits),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, and/or the number of outstanding Options, Shares of Restricted Stock,Award, 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,numerical Share limits in its sole discretion, to prevent dilution or enlargement of rights.Section 3.

Adjustments in Authorized Plan Shares and Outstanding Awards. In the event of any stock dividend, stock split, combination or exchange of shares, merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend,consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change inaffecting the corporate structureshares of the Company affectingCompany's stock or the Shares,share price of the Company's stock other than an adjustment shallEquity Restructuring, the Board may make equitable adjustments, if any, to reflect such change with respect to # the aggregate number and kind of shares that may be made inissued under the Plan (including, without limitation, adjustments of the Share Limit and Individual Award Limits); # the number and classkind of Shares which may be delivered under the Plan (including but not limited to individual limits), and in the number and class of and/(or other securities or price of Sharesproperty) subject to outstanding Awards; # the terms and conditions of any outstanding Awards granted(including, without limitation, any applicable performance targets or criteria with respect thereto); and/or # the grant or exercise price per share for any outstanding Awards 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.Plan.

Adjustments in Authorized Plan Shares and Outstanding Awards.Generally. 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 structureoutstanding Shares after the Effective Date by reason of the Company affecting the Shares, an adjustment shall be made in the number and classany Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares which may be delivered under the Plan (including but not limitedor other corporate exchange, or any distribution to individual limits), and in the number and class of and/or priceshareholders of Shares subjectother than regular cash dividends or any transaction similar to outstanding Awards granted under the Plan, and/orforegoing, 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,Committee in its sole discretion,discretion and without liability to prevent dilutionany person may make such substitution or enlargementadjustment, if any, as it deems to be equitable, as to # the number or kind of rights.Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, # the maximum number of Shares for which Awards (including limits established for Restricted Stock or Other Stock-Based Awards) may be granted during a calendar year to any Participant, # the Option Price or exercise price of any Stock Appreciation Right and/or # any other affected terms of such Awards.

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