Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, # the number and class of securities available for Awards under the Plan and the per Participant share limit, # the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, # the repurchase price per security subject to repurchase, and # the terms of each other outstanding stock-based Award shall be adjusted by ​ (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.

Adjustments in Event of Change in Common Stock. In the event of any stock split,change in the Stock by reason of any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination,split-up, spin-off, combination or exchange of shares, liquidation, spin-off, split-up, or otherrights offering to purchase Stock at a price substantially below fair market value, or of any similar change in capitalization or event, #affecting the Stock, the number and classkind of securitiesshares which thereafter may be available for Awardsissuance under the Plan and the per Participant share limit, # the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, # the repurchase price per security subject to repurchase, and # the terms of each other outstanding stock-based AwardAwards shall be appropriately adjusted by ​ (or substituted Awardsconsistent with such change in such manner as the Committee may be made)deem equitable to prevent dilution or enlargement of the rights granted to, or available for, Participants in the Plan. If the adjustment would result in fractional shares with respect to an Award, then the Committee may make such further adjustment (including, without limitation, the use of consideration other than Stock or rounding to the extentnearest whole number of shares) as the BoardCommittee shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.deem appropriate to avoid the issuance of fractional shares.

Adjustments. In the event of any change in the outstanding shares of Common Stock, without the receipt of consideration by the Company, by reason of a stock dividend, stock split, reverse stock dividend, extraordinary cash dividend,split or distribution (other than a regular dividend), recapitalization, merger, reorganization, merger,reclassification, consolidation, combination,split-up, spin-off, combination of shares, exchange of shares, liquidation, spin-off, split-up,shares or other similar change in capitalization or event,corporate structure affecting the Common Stock and not involving the receipt of consideration by the Company, the Committee shall make appropriate adjustments in # the aggregate number of and classkind of securitiesshares of Common Stock # available for Awardsissuance under the PlanPlan, # 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 the per Participant share limit,grants denominated in shares or units of Common Stock, and # underlying Stock Options granted pursuant to [Section 6.7], # the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option,Code Section 162(m) limitations; # the repurchaseexercise or other applicable price per security subjectrelated to repurchase,outstanding Awards or grants and # the termsappropriate 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 each other outstanding stock-basedshares subject to any Award or grant always shall be adjusted by ​ (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.a whole number.

Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchangecombination of shares, liquidation,reclassification of shares, spin-off, split-up,off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, # the number and class of securities available for Awards under the Plan and the per Participant share limit,this Plan, # the number and class of securities, vesting schedulesecurities and exercise price per share of each outstanding Option, # the number of shares subject to and the repurchase price per share subject to each outstanding Option, # the repurchase price per security subject to repurchase,Restricted Stock Award, and # the terms of each other outstanding stock-based Award shall be equitably adjusted by ​the Company (or substituted Awards may be made)made, if applicable) in the manner determined by the Board; provided that, unless otherwise determined by the Board, such changes to the extentOptions shall comply with [section 1.424-11]1]] of the BoardTreasury Regulations. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall determine, in good faith,be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] appliesshares were not outstanding as of the close of business on the record date for any event, this [Section 3(c)] shall not be applicable.such stock dividend.

Adjustment. In the event of any stock split, stock dividend,merger, reorganization, consolidation, recapitalization (including, without limitation, extraordinary cash dividends), share dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation,share split, reverse share split, spin-off, split-up,stock rights offering, liquidation, acquisition of property or shares, combination of shares or other similar changeevent affecting the Company, the Committee shall make such substitution(s) or adjustment(s) as it deems appropriate and equitable to prevent dilution or enlargement of rights of Participants under the Plan to: # the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan (including any shares of Stock currently authorized by the Prior Plan and that increase the authorized shares under the Plan pursuant to [Section 3(a)]); # the various maximum limitations on the number of shares of Stock or Units that may be subject to Awards set forth in capitalization[Section 3(d)] granted to any Participant during any calendar year or event,other period; # the number and classkind of shares of Stock or other securities available forsubject to then outstanding Awards granted under the Plan and the per Participant share limit,Plan; # the numberOption Exercise Price of any outstanding Stock Option and classstrike price/base value of securities, vesting schedule and exercise price per share subject to eachany outstanding Option, # the repurchase price per security subject to repurchase,Stock Appreciation Right; and # any vesting criteria (including Performance Goals) applicable to any outstanding Award under the terms ofrelevant Award Agreement; provided, in each other outstanding stock-based Award shall be adjusted by ​ (or substituted Awards may be made) to the extent the Board shall determine, in good faith,case, that no such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event,authorized under this [Section 3(c)] shall be made to the extent that such adjustment would cause an Award to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall always be a whole number, and for the payment of fractional shares to be paid out in cash. Any adjustment or substitutions made under this [Section 3(c)] need not be applicable.the same for all Participants.

Capital Events and Adjustments. In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, reverse stock dividend, extraordinary cash dividend,split, spin-off, recapitalization, reorganization, merger, consolidation, combination,reclassification, combination or exchange of shares, liquidation, spin-off, split-up,merger, consolidation, liquidation or other similar changethe like, the Committee shall provide for a substitution for or adjustment in capitalization or event, # the number and class of securities availablesubject to outstanding Awards or the type of consideration to be received upon the exercise or vesting of outstanding Awards, # the Exercise Price of Options, # the aggregate number and class of Shares for which Awards thereafter may be granted under the Plan and the per Participant share limit, # the maximum number and class of securities, vesting schedule and exercise price per share subjectShares with respect to each outstanding Option, # the repurchase price per security subject to repurchase, and # the terms of each other outstanding stock-based Award shall be adjusted by ​ (or substituted Awardswhich an Employee may be made) togranted Awards during the extent the Board shall determine,period specified in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)5.1(b)] applies for any event, this [Section 3(c)] shall not be applicable..

Adjustments. Upon the eventoccurrence of any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), change in the capital or shares of capital stock, recapitalization, stock split, reverse stock dividend, extraordinary cash dividend, recapitalization,split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares, liquidation, spin-off, split-up,Shares or other similar changesecurities 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 capitalizationsuch manner as it deems appropriate to prevent dilution or event,enlargement of the benefits or potential benefits intended to be made available under the Plan, in # the number and classtype of Shares (or other securities available foror property) which thereafter may be made the subject of Awards under the Planboth to any individual and the per Participant share limit,to all Participants, # outstanding Awards, including, without limitation, the number and classtype of securities, vesting schedule andShares (or other securities or property) subject thereto, # the grant, purchase or exercise price per share subjectwith respect to each outstanding Option, #Awards and, if deemed appropriate, make provision for cash payments to the repurchase price per security subject to repurchase,holders of outstanding Awards, and # the terms and conditions of each otherany outstanding stock-basedAwards, including the performance goals of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be adjusted by ​ (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.a whole number.

Adjustments. In the event that any extraordinary dividend or other distribution (whether in the form of anycash, Shares, other securities, or other property), recapitalization, stock split, reverse stock dividend, extraordinary cash dividend, recapitalization,split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares, liquidation, spin-off, split-up,Shares or other similarsecurities of the Company, or other change in capitalizationthe corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or event, #other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of securities available for Awardsshares of stock that may be delivered under the Plan and/or the number, class, and the per Participant share limit, # the number and classprice of securities, vesting schedule and exercise price per share subject toshares of stock covered by each outstanding Option, # the repurchase price per security subject to repurchase,Award, and # the terms of each other outstanding stock-based Award shall be adjusted by ​ (or substituted Awards may be made) to the extent the Board shall determine,numerical Share limits in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.3].

Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchangecombination of shares, liquidation,reclassification of shares, spin-off, split-up,off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, # the number and class of securities available for Awards under the Plan andPlan, # the per Participant share limit, #counting rules set forth in [[Section 4(a), (iii)])]] the number and class of securities, vesting schedulesecurities and exercise price per share of each outstanding Option, # the share and per-share provisions and the measurement price of each outstanding SAR, # the number of shares subject to and the repurchase price per share subject to each outstanding Option, # the repurchase price per security subject to repurchase,Restricted Stock Award and # the termsshare and per-share-related provisions and the purchase price, if any, of each other outstanding stock-based AwardOther Stock-Based Award, shall be equitably adjusted by ​the Company (or substituted Awards may be made)made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the extentshares of Common Stock acquired upon such Option exercise, notwithstanding the Board shall determine, in good faith,fact that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] appliesshares were not outstanding as of the close of business on the record date for any event, this [Section 3(c)] shall not be applicable.such stock dividend.

Adjustment Provisions. If there shall occur any change with respect to Common Stock. In the eventoutstanding Shares by reason of any stock split,recapitalization, reclassification, stock dividend, extraordinary cash dividend, recapitalization,stock split, reverse stock split or other distribution with respect to the Shares, or any merger, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up,off or other similar corporate change, or any other change affecting the Common Stock, the Committee may, in capitalization or event,the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in # the maximum number and kind of Shares provided in [Section 4.1], # the number and classkind of securities available for Awards under the Plan and the per Participant share limit,Shares, units or other rights subject to then outstanding Awards, # the number and class of securities, vesting schedule and exercise or base price per sharefor each Share, unit or other right subject to eachthen outstanding Option, # the repurchase price per security subject to repurchase,Awards, and # theany other terms of each other outstanding stock-basedan Award shall be adjustedthat are affected by ​ (or substituted Awards may be made)the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the Boardrequirements of [Section 424(a)] of the Code; and, in the case of Options and Stock Appreciation Rights such adjustments shall determine,be in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.compliance with Section 409A of the Code.