Adjustments Upon Changes In Capital Stock

Stock. The term "Stock" shall mean shares of common stock of the Company.

STOCK. Subject to adjustments pursuant to Section 15, Grants with respect to an aggregate of no more than 40 million Shares may be granted under the Plan (all of which may be issued as Options); provided, that no Grant may cause the total number of shares of Common Stock subject to all outstanding awards to exceed 6% of the issued and outstanding shares of Common Stock on a fully diluted basis (assuming, if applicable, the exercise of all outstanding Options and the conversion of all warrants, OP Units and convertible securities into shares of Common Stock). Subject to adjustments pursuant to Section 15, # the maximum number of Shares with respect to which any Options may be granted in any one year to any Grantee shall not exceed 700,000, and # the maximum number of Shares that may underlie Grants, other than Grants of Options, in any one year to any Grantee shall not exceed 700,000. Notwithstanding the first sentence of this Section 6, # Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options or Phantom Shares but are later forfeited or for any other reason are not payable under the Plan; # Shares as to which an Option is granted under the Plan that remains unexercised at the expiration, forfeiture or other termination of such Option; and # Shares withheld to satisfy all or part of any tax withholding obligation related to a grant of Restricted Stock or Phantom Shares, may be the subject of the issue of further Grants. For the avoidance of doubt, Shares that are tendered or withheld in payment of the exercise price of Options or other stock rights or to satisfy all or part of any tax withholding obligation related to such an Option or such other stock rights shall be counted as Shares that were issued. Shares of Common Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or previously issued Shares under the Plan. The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate. Shares subject to DERs, other than DERs based directly on the dividends payable with respect to Shares subject to Options or the dividends payable on a number of Shares corresponding to the number of Phantom Shares awarded, shall be subject to the limitation of this Section 6. Notwithstanding the limitations above in this Section 6, except in the case of Grants intended to qualify for relief from the limitations of Section 162(m) of the Code, there shall be no limit on the number of Phantom Shares or DERs to the extent they are paid out in cash that may be granted under the Plan. If any Phantom Shares or DERs are paid out in cash, the underlying Shares may again be made the subject of Grants under the Plan, notwithstanding the first sentence of this Section 6.

Section # Changes in Company Common Stock; Disposition of Assets and Corporate Events.

Changes with Respect to Shares of Common Stock. If # the Shares shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any Shares as a stock dividend on its outstanding Shares, or # additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares, the Option and the number of Shares deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise price per share, to reflect such events. The Administrator may also make adjustments of the type described in this Paragraph to take into account distributions to stockholders other than those provided for in Paragraphs 10(b) below, or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Option, having due regard for the requirements of [Section 409A], to the extent applicable. References in this Agreement to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Paragraph 10(a).

Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and the share limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper effect to such event.

The Conversion Shares shall be subject to appropriate adjustment for reclassifications, stock splits, stock dividends, spin-offs or distributions, share combinations or other similar changes affecting the Common Stock as a whole.

The number and kinds of shares standing to the credit of a Participant’s Deferred Stock Account shall be appropriately adjusted from time to time, as determined by the Administrator in its discretion, in the event of changes in the Company’s outstanding common stock by reason of stock dividends, stock splits, spinoffs, or other distributions of assets (other than normal cash dividends), recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in the Company’s corporate structure or

power of the Company’s then outstanding securities (excluding any changes in the voting power solely resulting from any conversion of Class B Common Stock into Class A Common Stock);

Changes in Common Stock or Assets of the Company. Acquisition or Liquidation of the Company and Other Corporate Events.