Adjustments. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination, or other change in the corporate structure of the Company affecting the Shares, such adjustment shall be made in the number of outstanding Stock Units as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.

Adjustments.Adjustments for Changes in Capital Structure. In the event any change is made to the Shares by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stockany dividend of shares or extraordinary cash dividend, stock split or reverse stock split, share combination,recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change inaffecting the corporate structureoutstanding Shares as a class without the Company’s receipt of consideration, the Company affectingshall make such appropriate adjustments to the Shares, such adjustment shall be made in the number of outstanding Stock Units as may be determinedit determines are equitable and reasonably necessary or desirable to be appropriate and equitable bypreserve the Board, in its sole discretion, to prevent dilution or enlargement of rights.intended benefits under this Agreement.

Adjustments.ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate capitalization, such as a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination,or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other change in the corporate structuredistribution of stock or property of the Company affectingCompany, any reorganization (whether or not such reorganization comes within the Shares,definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available in the Share Pool and in the number and class of and/or price of Shares subject to outstanding Stock UnitsAwards granted under the Plan, as may be determined to be appropriate and equitable by the Board,Committee, in its sole discretion, to prevent dilution or enlargement of rights.rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.

Adjustments.Adjustments in Authorized Plan Shares and Outstanding Awards. In the event of aany merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, stockShare combination, Stock split, Stock dividend, stock split, share combination, or other change in the corporate structure of the Company affecting the Shares, suchan adjustment shall be made in the number and class of Shares which may be delivered under the Plan (including but not limited to individual limits), and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and/or the number of outstanding StockOptions, Shares of Restricted Stock, and Performance Shares (and Performance Units and other Awards whose value is based on a number of Shares) constituting outstanding Awards, as may be determined to be appropriate and equitable by the Board,Disinterested Committee, in its sole discretion, to prevent dilution or enlargement of rights.

Certain Adjustments. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation,stock split, stock dividend, stock split, share combination,combination of shares, merger or consolidation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, or any other change in the corporate structure or shares of the Company affectingCompany, pursuant to any of which events the Shares, such adjustmentthen outstanding shares of the Common Stock are split up or combined or are changed into, become exchangeable at the holder’s election for, or entitle the holder thereof to, other shares of stock, or similar change in the Common Stock or other similar event that the Committee, in its discretion, deems appropriate, each Participant’s Stock Unit Account shall be madeadjusted as determined by the Committee in its sole discretion to reflect such change or other event. It is intended that in making such adjustments, the Committee will seek to treat each Participant as if he were a stockholder of the Common Stock of the number of outstanding Stock Units ascredited to his Stock Unit Account (but without duplication of any benefits that may be determined to be appropriate and equitable byprovided under Section 4(d) hereof). Except as is expressly provided in this Section, Participants shall have no rights as a result of any such change in the Board, in its sole discretion, to prevent dilutionCommon Stock or enlargement of rights.other event.

Adjustments. InIf the eventoutstanding shares of Stock are increased, decreased, or exchanged for a different number or kind of shares or other 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, reorganization, consolidation, spin-off, sale of all or substantially all the assets of the Company, reorganization. recapitalization, separation, liquidation,reclassification, stock dividend, stock split, share combination,reverse stock split or other change indistribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment will be made by the corporate structure of the Company affecting the Shares, such adjustment shall be madeHuman Resources Committee in the number and kind of outstanding Stock Units as may be determinedcredited to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.a Participant's Stock Unit Account.

Adjustments.Discretionary Adjustment. In the event of aany reorganization, merger, reorganization, consolidation, recapitalization, separation, liquidation, reclassification, stock dividend, stock split, share combination,combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin off), or any other change in the corporate structure or Shares of the Company, the Board or the Committee (or if the Company affectingdoes not survive any such transaction, a comparable committee of the Shares,Board of Directors of the surviving corporation) may, without the consent of the Optionee, make such adjustment shall be madeas it determines in the number of outstanding Stock Units as may be determinedits discretion to be appropriate as to the number and equitable by the Board,kind of securities granted herein and, in its sole discretion,order to prevent dilution or enlargement of rights.rights of the Optionee, the number and kind of securities issuable upon exercise of the Option and the exercise price hereof.

Adjustments. InSection # Adjustment of Shares. As provided by the Plan, in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a merger, reorganization, consolidation, recapitalization, separation, liquidation,stock split, stock dividend, stock split, share combination,combination or exchange of shares, exchange for other change in the corporate structure of the Company affecting the Shares, such adjustment shall be madesecurities, reclassification, reorganization, recapitalization, or any other increase or decrease in the number of outstanding shares of Common Stock Units as mayeffected without consideration to the Company, the specified number of Shares shall be determined to be appropriate and equitable by the Board, in its sole discretion,proportionately adjusted to prevent dilution or enlargement of rights.the rights granted to, or available for, the Director hereunder.

Adjustments.ADJUSTMENTS IN CAPITAL STRUCTURE. In the event that the outstanding shares of the Common Stock of the Corporation shall be increased or decreased or changed into or exchanged for a merger,different number or kind of shares of stock or other securities, whether through reorganization, consolidation, recapitalization, separation, liquidation,stock split-up, combination of shares, stock dividend, stock split, share combination,merger, consolidation or any other change in the corporate structure affecting the Common Stock of the Company affecting the Shares, such adjustmentCorporation, appropriate adjustments shall be made by the Committee in the number and kind of outstanding Stock Units as may be determinedshares or other securities available for purchase hereunder and subject to any purchase rights then outstanding, and/or the purchase price thereof. Any determination by the Committee of any adjustment to be made in any contingency under this Paragraph, along with such other action as the Committee shall deem appropriate and equitable byunder the Board, in its sole discretion, to prevent dilution or enlargement of rights.circumstances, shall be final.