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Changes in Common Stock. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kind of Shares available for Grants, the number of Shares covered by outstanding Grants and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust # the number and kind of shares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.

Changes in Common Stock. If the number of outstanding Shares areshares 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 sharescapital stock or other securities of the Company by reasonon account of any recapitalization, reclassification, stock split-up,split, reverse stock split, spin-off, combination of shares,stock, exchange of shares,stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Sharesshares of Stock effected without receipt of consideration by the Company,Company occurring after the Effective Date, the number and kindkinds of Shares availableshares of stock for Grants, the number of Shares covered by outstanding Grants and the price per share or the applicable market value of such Grants, including a per share exercise pricewhich grants of Options and Stock Appreciation Rights,other Awards may be made under the Plan, including the share limit set forth in [Section 4.1], shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as it deems equitable and appropriate under the circumstances.immediately before such event. Any such adjustment in outstanding Options or Stock Appreciation RightsSARs shall not change the aggregate exercise priceOption Price or SAR Price payable with respect to shares that are subject to the unexercised portion of ansuch outstanding OptionOptions or Stock Appreciation Right,SARs, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option Price or Stock Appreciation Right. The CommitteeSAR Price, as the case may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3].be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividenddividend, but excluding a non-extraordinary dividend ofdividend, declared and paid by the Company) without receipt of consideration by the Company, the CompanyBoard or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the CompanyBoard or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding GrantsAwards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.applicable performance goals.

ChangesAdjustments. In the event of any change in Common Stock. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or kindshares of shares or other securities ofCommon Stock, without the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kindby reason of Shares available for Grants, the numbera 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 covered by outstanding Grants and the price per share or the applicable market valueshares, exchange of such Grants, including a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend ofchange in corporate structure affecting the Company) withoutCommon Stock and not involving the receipt of consideration by the Company, the Company shall,Committee shall make appropriate adjustments in such manner as the Company deems appropriate, adjust # the aggregate number of and kind of shares subjectof Common Stock # 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 Grants and/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 outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stockshares subject to such Grant.any Award or grant always shall be a whole number.

ChangesAdjustments. In the event of any change in Common Stock. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or kind of shares or other securitiesCommon Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, reclassification, stock split-up, combination of shares,merger, consolidation, combination, extraordinary dividend, exchange of shares, stock dividendshares or other distribution payable in capital stock,change affecting the outstanding shares of Common Stock as a class without the Company’s receipt of consideration, or other increase or decrease in such Shares effected without receiptequity restructuring within the meaning of consideration byFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (formerly, FASB Statement 123R), appropriate adjustments shall be made to # the Company, occurring after the Effective Date, theaggregate number and kind of Shares available for Grants,with respect to which awards may be made under the Plan pursuant to [Section 5(a)]; # the terms and the number of Shares covered by outstanding Grants and the price per share and/or the applicable market valueExercise Price per Share of such Grants, includingany outstanding Options or Other Equity Awards; and # the share limitations set forth in [Section 3.3] hereof. The Committee shall also make appropriate adjustments described in [(i)-(iii)])] of the previous sentence in the event of any distribution of assets to stockholders other than a per share exercise price of Optionsnormal cash dividend. Adjustments, if any, and Stock Appreciation Rights, shall be adjustedany determination or interpretations, made by the Committee as it deems equitableshall be final, binding and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversionconclusive. Conversion of any convertible securities of the Company shall not be treateddeemed to have been effected for adequate consideration. Except as an increase inexpressly provided herein, no issuance by the Company of shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders ofclass or securities convertible into shares of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of considerationclass, shall affect, and no adjustment by the Company, the Company shall, in such manner as the Company deems appropriate, adjust #reason thereof shall be made with respect to, the number and kindor price of sharesShares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.Award.

Changes in Common Stock. IfSubject to [Section 3(c)] hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Sharesshares of Stock are increased or decreased or changed into orare exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividendCompany, or other distribution payable in capital stock,additional shares or other increasenew or decrease in such Shares effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kind of Shares available for Grants, the number of Shares covered by outstanding Grants and the price per sharedifferent shares or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertibleother securities of the Company shall not be treatedor other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the eventa result of any distribution to the Company’s shareholdersmerger or consolidation, sale of securities of any other entityall or other assets (including an extraordinary dividend but excluding a non-extraordinary dividendsubstantially all of the Company) without receiptassets of consideration by the Company, the Company shall, in such manner asoutstanding shares of Stock are converted into or exchanged for securities of the Company deems appropriate, adjustor any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in # the maximum number of shares reserved for issuance under the Plan, # the number and kind of shares or other securities subject to any then outstanding Grants and/orAwards under the Plan, # the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and # the exercise price offor each share subject to any then outstanding Stock Options orand Stock Option Grants to reflect such distribution. NotwithstandingAppreciation Rights under the foregoing, in no event mayPlan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of any Option be decreased to an amount less than the par value, if any, of the stockshares subject to Stock Options and Stock Appreciation Rights) as to which such Grant.Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

Changes in Common Stock.Adjustments. If the number of outstanding Shares areshares 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 sharescapital stock or other securities of the Company by reasonon account of any recapitalization, reclassification, stock split-up,split, reverse stock split, spin-off, combination of shares,stock, exchange of shares,stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Sharesshares of Stock effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kind of Shares available for Grants,then the number of Shares covered by outstanding Grantsshares granted under this Option and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights,Option Price shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversionCompany of any convertible securities ofcash dividend on its Stock or in connection with the issuance by the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distributionwarrants, rights, or options to the Company’s shareholdersacquire additional shares of Stock or of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust # the number and kind of shares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.convertible into Stock.

Changes in Common Stock.Adjustments. If the number of outstanding Shares areshares 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 sharescapital stock or other securities of the Company by reasonon account of any recapitalization, reclassification, stock split-up,split, reverse stock split, spin-off, combination of shares,stock, exchange of shares,stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Sharesshares of Stock effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kind of Shares available for Grants,then the number of Shares covered by outstanding Grantsshares granted under this Option and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights,Option Price shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversionCompany of any convertible securities ofordinary cash dividend on its Stock or in connection with the issuance by the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distributionwarrants, rights, or options to the Company’s shareholdersacquire additional shares of Stock or of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust # the number and kind of shares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.convertible into Stock.

Changes in Common Stock. IfSubject to [Section 3(c)] hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Sharesshares of Stock are increased or decreased or changed into orare exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company by reasonor other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any recapitalization, reclassification, stock split-up, combinationmerger or consolidation or sale of shares, exchangeall or substantially all of shares, stock dividendthe assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof) or other distribution payableconsideration, the Administrator shall make appropriate equitable adjustments to the Plan and any outstanding Awards, which may include, without limitation, appropriate or proportionate adjustments in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by# the Company, occurring after the Effective Date, themaximum number and kind of Shares availableshares reserved for Grants, the number of Shares covered by outstanding Grants and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable and appropriateissuance under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not changePlan, including the aggregate exercise price payable with respect tomaximum number and kind of shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustmentmay be issued in the exercise price per share for such Option orform of Incentive Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjustOptions, # the number and kind of shares, securities or other consideration subject to any then outstanding Awards under the Plan, # the repurchase price, if any, per share of Restricted Stock subject to each outstanding Restricted Stock Award, # the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable and # other applicable terms of the Plan and any outstanding Awards. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Grants and/or #Awards and the exercise price and the terms of outstanding OptionsAwards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock Option Grants to reflectshall be issued under the Plan resulting from any such distribution. Notwithstandingadjustment, but the foregoing,Administrator in no eventits discretion may the exercise pricemake a cash payment in lieu of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.fractional shares.

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