If all or any portion of the Award vest in Participant subsequent to any change in the number or character of shares of Common Stock (through stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Corporation, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the Corporation or other similar corporate transaction or event affecting the shares such that an adjustment is determined by the Compensation and Benefit Committee of the Board of Directors (the "Committee") to be appropriate in order to prevent dilution or enlargement of the interest represented by the shares), Participant shall then receive upon such vesting the number and type of securities or other consideration which he would have received if the Award had vested prior to the event changing the number or character of outstanding shares of Common Stock.

In the event of any dividend or any portion of the Award vest in Participant subsequent to any changeother distribution (whether in the numberform of cash, Shares, other securities, or character of shares of Common Stock (through stock dividend,other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchaserepurchase, or exchange of shares of Common StockShares or other securities of the Corporation, issuance of warrantsCompany, or other change in the corporate structure of the Company affecting the Shares, the Shares subject to this Award will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares subject to this Award be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase shares of Common Stocksecurities); such new or otheradditional or different shares, cash or securities will thereupon be considered to be unvested Shares subject to this and will be subject to all of the Corporationconditions and restrictions which were applicable to the unvested Shares subject this Award; provided, however, that fractions of a Share will not be issued but will either be paid in cash at the fair market value of such fraction of a Share or other similar corporate transaction or event affectingwill be rounded down to the shares such that an adjustment isnearest whole Share, as determined by the Compensation and Benefit Committee of the Board of Directors (the "Committee") to be appropriate in order to prevent dilution or enlargement of the interest represented by the shares), Participant shall then receive upon such vesting the number and type of securities or other consideration which he would have received if the Award had vested prior to the event changing the number or character of outstanding shares of Common Stock.Committee.

Adjustments in Event of Change in Common Stock. In the Award vest in Participant subsequent toevent of any change in the number or characterStock by reason of shares of Common Stock (throughany stock dividend, extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchasecombination or exchange of shares of Common Stockshares, or other securities of the Corporation, issuance of warrants or other rights offering to purchase sharesStock at a price substantially below fair market value, or of Common Stock or other securities of the Corporation or otherany similar corporate transaction or eventchange affecting the Stock, the number and kind of shares which thereafter may be available for issuance under the Plan and the terms of outstanding Awards shall be appropriately adjusted consistent with such that an adjustment is determined bychange in such manner as the Compensation and Benefit Committee of the Board of Directors (the "Committee") to be appropriate in ordermay deem equitable to prevent dilution or enlargement of the interest represented byrights granted to, or available for, Participants in the shares), Participant shallPlan. If the adjustment would result in fractional shares with respect to an Award, then receive uponthe Committee may make such vestingfurther adjustment (including, without limitation, the number and typeuse of securitiesconsideration other than Stock or other consideration which he would have received if the Award had vested priorrounding to the event changingnearest whole number of shares) as the number or characterCommittee shall deem appropriate to avoid the issuance of outstanding shares of Common Stock.fractional shares.

In the case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any portionconsolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of the Award vest in Participant subsequent to any change in the numberimmediately before such reclassification, change, consolidation, merger, sale or character of shares of Common Stock (through stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Corporation, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the Corporation or other similar corporate transaction or event affecting the shares such that an adjustment is determined by the Compensation and Benefit Committee of the Board of Directors (the "Committee") to be appropriate in order to prevent dilution or enlargement of the interest represented by the shares), Participant shall then receive upon such vesting the number and type of securities or other consideration which he would have received if the Award had vested prior to the event changing the number or character of outstanding shares of Common Stock.