Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the 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 distribution 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 any similar corporate event or transaction, the Compensation Committee, in its sole discretion, in order to prevent dilution or enlargement of 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 Shares. In the event of any corporate event or transaction (including, but not limited to, a change in 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, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structurestructure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholdersstockholders of the Company, or any similar corporate event or transaction, the Compensation Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under thethis Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under thethis 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.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 reflect such changes or distributions and may modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods.

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 the Shares of the Company or the capitalization of the Company)corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up,including a spin-off, or other distribution of stock or property of the Company, combinationany reorganization (whether or not such reorganization comes within the definition of Shares, exchange of Shares, dividendsuch term in kind,Code Section 368), or other like change in capital structureany partial or distribution (other than normal cash dividends) to shareholderscomplete 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 any similar corporate event or transaction,price of Shares subject to outstanding Awards granted under the CompensationPlan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights underrights; provided, however, that 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 Annualany Award Limits, and other value determinations applicable to outstanding Awards.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 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, reverse stock split, split up, spin-off, or other distribution 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 normalextraordinary cash dividends) to shareholders of the Company,dividend or any other similar corporate event or transaction,transaction (“Corporate Transaction”), the Compensation Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under thethis Plan, shall substitute or adjust, as applicable, # the number and kind of Shares that may be issued under thethis 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, and # the Annual Award Limits,Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of making such substitution or adjustment.

Adjustments in Authorized Shares.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 event or transaction (including,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, a changeto 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 Company or the 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 distribution 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 any similar corporate event or transaction, the CompensationDisinterested Committee, in its sole discretion, in order to prevent dilution or enlargement of 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.rights.

AdjustmentsAdjustment in Authorized Shares.Shares and Awards. In the event ofthat the Committee determines that any corporate eventdividend or transaction (including, but not limited to, a changeother distribution (whether in the Sharesform 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 the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off,other rights to purchase shares or other distribution 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 shareholderssecurities of the Company, or anyother similar corporate transaction or event or transaction,affects the Compensation Committee, in its sole discretion,Shares such that any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of Participants’ rightsthe benefits or potential benefits intended to be made available under this Agreement, then the Plan, shall substituteCommittee shall, in such manner as it may deem equitable, adjust any or adjust, as applicable,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 may be issuedsuch 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 Plan or under particular forms of Awards,Code; and provided further that 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.shall always be a whole number.

Adjustments in Authorized Shares. InAdjustments. Upon the eventoccurrence of any corporate eventdividend or transaction (including, but not limited to, aother distribution (whether in the form of cash, Shares, other securities or other property), change in the Sharescapital or shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization,capital stock, recapitalization, separation, stock dividend, stock split, reverse stock split, split reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other distribution of stock or propertysecurities of the Company, combinationissuance of Shares, exchange of Shares, dividend in kind,warrants or other like change in capital structurerights to purchase Shares or distribution (other than normal cash dividends) to shareholdersother securities of the Company,Company or any similar corporateextraordinary transaction or event or transaction,which affects the Compensation Committee,Shares, then the Committee shall make such adjustment, if any, in its sole discretion, in ordersuch manner as it deems appropriate to prevent dilution or enlargement of Participants’ rightsthe benefits or potential benefits intended to be made available under the Plan, shall substitute or adjust, as applicable,in # the number and kindtype of Shares that(or other securities or property) which thereafter may be issued undermade the Plan or under particular formssubject of Awards both to any individual and to all Participants, # outstanding Awards, including, without limitation, the number and kindtype 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 outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annualany Award Limits, and other value determinations applicable to outstanding Awards.denominated in Shares shall always be a whole number.

Adjustments in Authorized Shares.Adjustments. In the event ofthat any corporate eventdividend or transaction (including, but not limited to, a changeother distribution (whether in the Sharesform of the Companycash, Shares, other securities or the capitalization of the Company) such as a merger, consolidation, reorganization,other property), recapitalization, separation, stock dividend, stock split, reverse stock split, split reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other distribution of stock or propertysecurities of the Company, combinationissuance of Shares, exchange of Shares, dividend in kind,warrants or other like change in capital structurerights to purchase Shares or distribution (other than normal cash dividends) to shareholdersother securities of the Company,Company or anyother similar corporate transaction or event or transaction,affects the Compensation Committee, in its sole discretion,Shares such that an adjustment is necessary in order to prevent dilution or enlargement of Participants’ rightsthe benefits or potential benefits intended to be made available under the Plan, shall substitutethen the Committee shall, in such manner as it may deem equitable, adjust any or adjust, as applicable,all of # the number and kindtype of Shares (or other securities or other property) that thereafter may be issued undermade the Plan or under particular formssubject of Awards, # the number and kindtype of Shares (or other securities or other property) subject to outstanding Awards, # the Option Pricepurchase price or Grant Price applicableexercise price with respect to outstanding Awards,any Award and # the Annuallimitations contained in Section 4(d) of the Plan; provided, however, that the number of Shares covered by any Award Limits,or to which 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 other value determinations applicable to outstanding Awards.conclusive.

Adjustments in Authorized Shares.Adjustment. In the event of any corporate event or transactionmerger, reorganization, consolidation, recapitalization (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stockwithout limitation, extraordinary cash dividend), share dividend, stockshare split, reverse stockshare split, split up, spin-off, stock rights offering, liquidation, acquisition of property or shares, combination of shares or other distribution of stock or property ofsimilar event affecting the Company, combination of Shares, exchange of Shares, dividend in kind,the Committee shall make such substitution(s) or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Compensation Committee, in its sole discretion, in orderadjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of Participants’ rights of Participants under the Plan, shall substitutePlan to: the aggregate number and kind of shares of Stock or adjust, as applicable,other security(ies) reserved for issuance under the Plan; in the maximum number of shares that may be subject to Awards granted to any Eligible Director during any calendar year or other period; the number and kind of Shares that may be issued under the Planshares of Stock or under particular forms of Awards, the number and kind of Sharesother security(ies) subject to outstanding Awards,Awards granted under the Plan; the Option Exercise Price or Grant Price applicableof 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 made to outstanding Awards, the Annualextent that such adjustment would cause an Award Limits,to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and other value determinations applicablefor the payment of fractional shares to outstanding Awards.be paid out in cash.

Adjustments in Authorized Shares. In the event ofthat any corporate eventdividend or transaction (including, but not limited to, a changeother distribution (whether in the Sharesform of the Companycash, Shares, other securities, or the capitalization of the Company) such as a merger, consolidation, reorganization,other property), recapitalization, separation, stock dividend, stock split, reverse stock split, split reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other distribution of stock or propertysecurities of the Company, combinationissuance of Shares, exchange of Shares, dividend in kind,warrants or other like change in capital structurerights to purchase Shares or distribution (other than normal cash dividends) to shareholdersother securities of the Company, or anyother similar corporate transaction or event or transaction,affects the Compensation Committee, in its sole discretion,Shares such that an adjustment is required in order to preserve the value of issued and outstanding Awards and to prevent dilutiondiminution or enlargement of Participants’ rightsthe benefits or potential benefits intended to be made available under the Plan, shall substitutethen the Committee shall, in such manner as it may deem equitable, adjust any or adjust, as applicable,all of # the number and kindtype of Shares that(or other securities or property) which thereafter may be issued undermade the Plan or under particular formssubject of Awards, including the aggregate and individual limits specified in Section 5(a), (ii) the number and kindtype of Shares (or other securities or property) subject to outstanding Awards, and # the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annualany Award Limits, and other value determinations applicable to outstanding Awards.denominated in Shares shall always be a whole number.