Adjustments. In the event there are any changes in the Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changes in # the aggregate number of shares of Stock subject to the Plan, # the number of shares and the Award price per share of all shares of Stock subject to outstanding Awards, and # such other provisions of the Plan as may be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.

Adjustments. In the event there are any changes in the Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, or a recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changes in # the aggregate number and type or class of shares of Stock subject to the Plan, # the number and type or class of shares and the Award price per shareshare, if applicable, of all shares of Stock subject to outstanding Awards, and # such other provisions of the Plan and individual Awards as may be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.

Adjustments.Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changesCommittee in # the aggregate number of shares of Stock subject to the Plan, # the number of shares and the Award price per share of all shares of Stock subject to outstanding Awards,this Award, and # such other provisions of the Planthis Award as may be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.purposes.

Adjustments.Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changesCommittee in # the aggregate number and type or class of shares of Stock subject to the Plan, # the number of shares and the Award price per share of all shares of Stock subject to outstanding Awards,this Award, and # such other provisions of the Planthis Award as may be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.purposes.

Adjustments. In the event there areof any changeschange in the Stock oroutstanding shares of Common Stock, without the capitalizationreceipt of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidationconsideration by the Corporation, recapitalization,Company, by reason of a stock dividend, stock split, reverse stock split or distribution (other than a regular dividend), recapitalization, merger, reorganization, reclassification, consolidation, split-up, spin-off, combination of shares, exchange of shares or other change in corporate structure affecting the corporate structure,Common Stock and not involving the receipt of consideration by the Company, the Committee shall make appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changes in # the aggregate number of and kind of shares of Common Stock subject to# available for issuance under the Plan, # for which grants or Awards may be made to any Participant or to any group of Participants (e.g., Outside Directors), # which are available for issuance under Incentive Stock Options, # covered by outstanding unexercised Awards and grants denominated in shares or units of Common Stock, and # underlying Stock Options granted pursuant to [Section 6.7], # the Code Section 162(m) limitations; # the exercise or other applicable price related to outstanding Awards or grants and # the appropriate Fair Market Value and other price determinations relevant to outstanding Awards or grants and shall make such other adjustments as may be appropriate under the circumstances; provided, that the number of shares and the Award price per share of all shares of Stock subject to outstanding Awards, and # such other provisions of the Plan as mayany Award or grant always shall be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.a whole number.

Adjustments.ADJUSTMENTS IN AUTHORIZED SHARES. In the event there areof any changeschange in the Stockcorporate capitalization, such as a stock split, or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (includingseparation, including a spin-offoff, or other distribution of stock or property of the Corporation),Company, any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Code Section 368 of the Code)368), or any partial or complete liquidation byof the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changesCompany, such adjustment shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changes in # the aggregate number of shares of Stock subject to the Plan, # the number and class of sharesShares available in the Share Pool and in the Awardnumber and class of and/or price per share of all shares of StockShares subject to outstanding Awards, and # such other provisions ofAwards granted under the PlanPlan, as may be necessarydetermined to be appropriate and equitable by the Committee, in its sole discretion, to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in theprevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any rights of any Outside Director.Award shall always be a whole number.

Adjustments. InUpon the event there areoccurrence of any changes in the Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-offdividend or other distribution (whether in the form of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock splitcash, Shares, other securities or other property), change in the corporate structure,capital or shares of capital stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or extraordinary transaction or event which affects the Shares, then the Committee shall make such adjustment, if any, in such manner as it deems appropriate adjustments and changes shallto prevent dilution or enlargement of the benefits or potential benefits intended to be made byavailable under the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changesPlan, in # the aggregate number and type of sharesShares (or other securities or property) which thereafter may be made the subject of StockAwards 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 Plan, # the numberholders of shares and the Award price per share of all shares of Stock subject to outstanding Awards, and # such other provisionsthe terms and conditions of any outstanding Awards, including the Plan as may be necessary and equitable to carry out the foregoing purposes,performance goals of any Performance Awards; provided, however, that no such adjustment or change maythe number of Shares subject to any Award denominated in Shares shall always be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.a whole number.