Adjustments for Changes in Capitalization. In the event of any change in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of Shares, merger, consolidation, or any change in the Company’s corporate structure or in the Shares of Common Stock, the number and class of RSUs covered by this Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any additional RSUs received as a result of the foregoing by You shall be subject to such restrictions and the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not change in any other respect.

Adjustments for Changes in Capitalization.RSUs. In the event of any change in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, combinationspecial or exchange of Shares, merger, consolidation,recurring dividend or any changedistribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in the Company’s corporate structure or in the Shares of Common Stock,its sole discretion, shall adjust the number andof RSUs or class of RSUssecurities of the Company covered by this Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive.Agreement. Any additional RSUs or other securities received by the Grantee as a result of the foregoing by Youany such adjustment shall be subject to suchall restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents required by the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not changeCommittee in any other respect.connection with an adjustment under this [Section 8].

Adjustments for Changes in Capitalization.RSUs. In the event of any change in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, combinationspecial or exchange of Shares, merger, consolidation,recurring dividend or any changedistribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in the Company’s corporate structure or in the Shares of Common Stock,its sole discretion, shall adjust the number andof RSUs or class of RSUssecurities of the Company covered by this Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive.Agreement. Any additional RSUs or other securities received by the Grantee as a result of the foregoing by Youany such adjustment shall be subject to suchall restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents required by the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not changeCommittee in any other respect.connection with an adjustment under this [Section 8].

Adjustments. If any RSUs vest subsequent to any change in Capitalization.the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, or otherwise), Participant shall then receive upon such vesting the number and type of securities or other consideration which Participant would have received if such RSUs had vested prior to the event changing the number or character of the outstanding Common Stock. In the event of any changea Change in Control in connection with which the outstanding Sharesholders of Common Stock by reasonreceive consideration consisting solely of any reorganization, recapitalization,shares of common stock split, stock dividend, combination or exchangethat are registered under Section 12 of Shares, merger, consolidation, or any change in the Company’s corporate structure or in the SharesExchange Act there shall be substituted for each share of Common Stock,Stock available upon vesting of the RSUs granted under this Award Agreement the number and class of RSUs covered by this Awardshares into which each outstanding share of Common Stock shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any additional RSUs received as a result of the foregoing by You shall be subjectconverted pursuant to such restrictions and the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not changeChange in any other respect.Control.

Change in Capitalization. InCapital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with [Section 13] of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of any changeShares or other similar changes in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of Shares, merger, consolidation, or any change in the Company’s corporate structure or in the Shares of Common Stock, the number and class of RSUs covered by this Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any additional RSUs received as a result of the foregoing by You shall be subject to such restrictions and the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not change in any other respect.capitalization.

Changes in Capitalization. InCapitalization If prior to the eventexpiration of any changethe Restriction Period changes occur in the outstanding Shares of Common Stock by reason of any reorganization,stock dividends, recapitalization, mergers, consolidations, stock split, stock dividend, combinationsplits, combinations or exchangeexchanges of Shares, merger, consolidation, or any change inShares and the Company’s corporate structure or in the Shares of Common Stock,like, the number and class of RSUs covered byShares subject to this Award shallwill be appropriately adjusted by the Committee, whose determination shallwill be conclusive. Any additional RSUs receivedIf as a result of any adjustment under this paragraph you should become entitled to a fractional Share of stock, you will have the foregoing by You shallright only to the adjusted number of full Shares and no payment or other adjustment will be subjectmade with respect to such restrictions and the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not change in any other respect.fractional Share so disregarded.