Compensation Committee Discretion. In the event that applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, the payment or vesting of an Award that is designated as Performance-Based Compensation may be based on Performance Measures in addition to or other than those set forth in Section 11.1.

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 shareholderstockholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining shareholderstockholder approval. In addition, in the payment or vesting of an Awardevent that the Committee determines that it is designatedadvisable to grant Awards that shall not qualify as Performance-Based CompensationCompensation, the Committee may be basedmake such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures in addition to or other than those set forth in Section 11.12.1.

Compensation Committee Discretion. In the event that applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing Performance Measuresperformance measures without obtaining shareholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the payment or vesting of an Awardevent that is designated asthe Committee may make such grants for the Performance-Based CompensationException, the Committee may be based on Performance Measures in addition to ormake such grants without satisfying the requirements of Code Section 162(m) and, 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 11.1.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.