Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for # any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or # any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. The Administrator shall make the appropriate adjustments to # the maximum number and/or class of securities issuable under this Plan; and # the number and/or class of securities and the exercise price per Share in effect under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessary to insure Awards of whole Shares. Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.

Changes in Capitalization. Subject to any action required actionunder the Applicable Laws by the shareholdersstockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares whichthat have been authorized for issuance under the Plan but as to which no Awards have yet been granted or whichthat have been returned to the Plan, the exercisePlan upon cancellation, expiration, repurchase, or purchase priceforfeiture of each such outstandingan Award, as well as any other terms that the Administrator determines require adjustmentprice per Share covered by each outstanding Award, shall be proportionately adjusted for # any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combinationcombination, recapitalization or reclassification of the Shares,Common Stock, or # any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, howeverhowever, that conversion of any convertible securities of the Company shall not be deemed to have been effected“effected without receipt of consideration. The Administrator shall make the appropriate adjustments to # the maximum number and/or class of securities issuable under this Plan; and # the number and/or class of securities and the exercise price per Share in effect under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessary to insure Awards of whole Shares.” Such adjustment shall be made by the Administrator and itsAdministrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

Changes in Stock. Subject to [Section 3(c)] hereof, if, as a result of any required action byreorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the shareholdersCompany’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in # the maximum number of Shares covered by each outstanding Award, and the number of Shares which have been authorizedshares reserved for issuance under the Plan butPlan, # the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, # the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and # the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which no Awards have yet been grantedsuch Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for # any increase or decreaseproportionate adjustments in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or # any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however that conversion of any convertible securities of the Company shall not be deemedshares subject to have been effected without receipt of consideration. The Administrator shall make the appropriate adjustments to # the maximum number and/or class of securities issuable under this Plan; and # the number and/or class of securitiesoutstanding Awards and the exercise price per Share in effect under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessaryterms of outstanding Awards to insure Awards of whole Shares. Suchtake into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.