comparisons of any of the indicators of performance relative to other companies. As and to the extent permitted by Section 162(m) of the Code, in the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, # any extraordinary gain or loss or other event that is treated for accounting purposes as an extraordinary item under generally accepted accounting principles, or # any material change in accounting policies or practices affecting the Company and/or the performance goals, then, to the extent any of the foregoing events was not anticipated at the time the performance goals were established, the Committee may make adjustments to the performance goals, based solely on objective criteria, so as to neutralize the effect of the event on the applicable Award.

In the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, or # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, or # other material items that are treated under generally accepted accounting principles as unusual in nature or infrequently occurring, or # any material change in accounting policies or practices affecting the Company and/or the Performance Goals, then, to the extent any of the foregoing items or events was not anticipated at the time the Performance Goals were established, the Committee may in each case appropriately adjust any evaluation of performance under such Performance Goals so as to neutralize the effect of the item or event on the applicable Award.

Such Performance Criteria may be determined on an absolute or relative basis, may be based solely by reference to the Company’s performance or the performance of an Affiliate, division, business segment or business unit of the Company, or based upon the relative performance of other companies or indices or upon comparisons of any of the indicators of performance relative to other companies or indices. In the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, # any extraordinary, unusual or non-recurring gain or loss or other event, # any material change in tax laws or accounting policies or practices affecting the Company and/or the Performance Criteria, or # any other event(s) or item(s) determined by the Committee, the Committee may make adjustments to the Performance Criteria so as to neutralize the effect of the event on the applicable Award.