If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

IfSection # Adjustment. In the event of any change is made to the Common Stock (whether by reason of merger, reorganization, consolidation, reorganization, recapitalization, extraordinary cash dividend, stock dividend, stock split, combination of shares,split or exchange of shares or any other change in capitalcorporate structure made without receiptaffecting the Stock, the number of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Termssubject to this Agreement shall be equitably and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units heldproportionately adjusted by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units exceptCommittee in accordance with section 409Athe Plan without duplication of the Code.Section 4.

IfAdjustments Upon Changes in Capitalization, Etc. In the event of any change is made toin the outstanding Common Stock (whetherof the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of sharesCommon Stock or any other similar corporate change in capital structure made without receipt of consideration), then unless such event or change results in the terminationevent of all the Restricted Stock Units granted under these Terms and Conditions,any special distribution to shareholders, the Committee shall adjust, as providedmake such equitable adjustments in the Plan, the number and class of shares underlying theof Restricted Stock Units held byas the Grantee to reflect the effect ofCommittee determines are necessary and appropriate. Any such event or change in the Company’s capital structure in such a way as to preserve the valueadjustment shall be conclusive and binding for all purposes of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.Plan.

If there are any change ischanges in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increase or decrease the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs(i) available for issuance under the termsPlan pursuant to [Section 5] above, (ii) covered by an unvested grant of this Section 5Restricted Stock, and (iii) credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the Plan will not changedelivery of a fractional share of Common Stock under the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.Plan.

IfIn the event of any change is made toChange in Capitalization, the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unlessCommittee shall make such event or change resultsadjustments in the terminationGrant Number of allRestricted Stock Units under this Agreement, or in the terms, conditions or restrictions of this Agreement, as the Committee deems equitable; provided that in the absence of express action by the Committee, adjustments that apply generally to Restricted Stock Units granted under these Terms and Conditions, the CommitteePlan shall adjust, as provided in the Plan, the number and class of shares underlyingapply automatically to the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.Agreement.