Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the number of Awarded Shares shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.

Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the number of Awarded Sharesshares granted under this Option and the Option Price shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.

Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the number of Awarded Sharesshares granted under this Option and the Option Price shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.

Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the Target number of AwardedPerformance Shares granted hereunder shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.

Adjustments. IfIn the number ofevent that # the outstanding shares of Stock is increased or decreased or the shares of StockShares are changed into or exchanged for a different number of shares or kind of capitalshares of stock or other securities or other equity interests of the Company on account of anyor another corporation or entity, whether through merger, consolidation, reorganization, recapitalization, reclassification,stock dividend, stock split, reverse stock split, spin-off, combination of stock,substitution, exchange of stock, stockor other similar corporate event or transaction or # there is an extraordinary dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the numberCompany or an Affiliate in respect of Awarded Shares shall be adjusted proportionately. Noits shares, an equitable adjustment shall be made in connection withorder to prevent dilution or enlargement of the payment bybenefits or potential benefits intended to be made available under the CompanyPlan. Such adjustment may include an adjustment to the maximum number and kind of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stockstock or other securities or other equity interests as to which Awards may be granted under the Plan, the number and kind of shares of stock or other securities convertible into Stock.or other equity interests subject to outstanding Awards and the exercise price thereof, if applicable, and the numerical limits in [Section 3]. Notwithstanding the preceding, the number of Shares subject to any Award shall always be a whole number.

Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed intoincreased, decreased, or exchanged for a different number or kind of shares or kind of capital stockother securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, spin-off, sale of all or substantially all the assets of the Company on account of anyCompany, reorganization. recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividendsplit or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, then the number of Awarded Shares shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or optionsrespect to acquire additionalsuch shares of Stock or other securities, an appropriate and proportionate adjustment will be made by the Human Resources Committee in the number and kind of securities convertible into Stock.Stock Units credited to a Participant's Stock Unit Account.

Adjustments. IfIn the numberevent that any extraordinary dividend or other distribution (whether in the form of outstanding sharescash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stockShares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividendCompany, or other distribution payablechange in capital stock,the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other increaseordinary distributions), the Administrator, in order to prevent diminution or decrease inenlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of Stock effected without receiptstock that may be delivered under the Plan and/or the number, class, and price of consideration by the Company, then the number of Awarded Shares shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.stock covered by each outstanding Award, and numerical Share limits in Section 3.

Adjustments. IfUpon the numberoccurrence of outstandingany dividend or other distribution (whether in the form of cash, Shares, other securities or other property), change in the capital or shares of Stock is increasedcapital stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or decreasedexchange of Shares or other securities of the sharesCompany, issuance of Stock are changed intowarrants or exchanged for a different number of shares or kind of capital stockother rights to purchase Shares or other securities of the Company on accountor extraordinary transaction or event which affects the Shares, then the Committee shall make such adjustment, if any, in such manner as it deems appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, in # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards both to any individual and to all Participants, # outstanding Awards, including, without limitation, the number and type 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 recapitalization, reclassification, stock split, reverse stock split, spin-off, combinationoutstanding Awards, including the performance goals of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, thenany Performance Awards; provided, however, that the number of AwardedShares subject to any Award denominated in Shares shall always be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.a whole number.

Adjustments. IfAdjustments to Number of Shares Subject to the numberPlan. In the event of any change in the outstanding shares of Stock is increasedof the Company by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or decreased orother similar change, the aggregate number of shares of Stock are changed into or exchanged for a differentwith respect to which awards may be made under the Plan, the terms and the number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combinationoutstanding Stock Options, Stock Appreciation Rights, Performance Units and Restricted Stock, and the purchase price of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in sharesa share of Stock effected without receipt of considerationunder Stock Options, may be equitably adjusted by the Company, then the number of Awarded Shares shall be adjusted proportionately. No adjustment shall be madeBoard in connection with the payment by the Company of any ordinary cash dividend on its Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Stock or of securities convertible into Stock.sole discretion.

Mandatory Adjustments. IfThe number of Shares covered by each outstanding Award, the number of outstanding shares of Stock is increased or decreased orShares available for Awards, the shares of Stock are changed into or exchanged for a different number of sharesShares that may be subject to Awards to any one Participant, and the price per Share covered by each such outstanding Award shall be proportionately adjusted for any increase or kinddecrease in the number of capital stock or other securities of the Company on account of any recapitalization, reclassification,issued Shares resulting from a stock split, reverse stock split, spin-off,stock dividend, recapitalization, combination or reclassification of stock, exchangethe Shares, and may be proportionately adjusted, as determined in the sole discretion of stock, stock dividend or other distribution payable in capital stock, orthe Board, for any other increase or decrease in sharesthe number of Stockissued Shares effected without receipt of consideration by the Company, then the numberCompany or to reflect any distributions to holders of Awarded Shares shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any ordinaryother than regular cash dividend on its Stock or in connection with thedividends. Except as expressly provided herein, no issuance by the Company of any warrants, rights, or options to acquire additional shares of Stockstock of any class, or of securities convertible into Stock.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. After any adjustment made pursuant to this paragraph, the number of Shares subject to each outstanding Award shall be rounded to the nearest whole number.