Committee Discretion. In the event that applicable tax or securities laws or regulations or court or regulatory decisions change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1.

Committee Discretion. In the event that applicable tax and/or securities laws or regulations or court or regulatory decisions change to permit Committee discretion to alter the governing Performance Measuresperformance measures without obtaining stockholdershareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholdershareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify asmay make such grants for the Performance-Based Compensation,Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measuresand, thus, which use performance measures other than those set forthspecified above. To the extent that the Committee determines that it is advisable to grant Awards in Section 12.1.compliance with the Performance-Based Exception, the Committee must certify, in writing, prior to the payment of any compensation under the Award, that the performance goals and any other material terms were in fact satisfied.

Compensation Committee Discretion. In the event that applicable tax and/or securities laws or regulations or court or regulatory decisions change to permit Compensation Committee discretion to alter the governing Performance Measures without obtaining stockholdershareholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining stockholdershareholder approval. In addition, in the eventpayment or vesting of an Award that the Committee determines that it is advisable to grant Awards that shall not qualifydesignated as Performance-Based Compensation, the CommitteeCompensation may make such grants without satisfying the requirements of Code Section 162(m) and base vestingbe based on Performance Measures in addition to or other than those set forth in Section 12.11.1.

Adjustment of Awards. The Committee Discretion.shall have the sole discretion to adjust Awards, either on a formula or discretionary basis, or on any combination thereof. In the event that applicable tax or securities laws or regulations or court or regulatory decisions change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholdershareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholdershareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1.