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Adjustments Upon Certain Unusual or Nonrecurring Events. The Board may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including the events described in [Section 4.2]) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Board mayCommittee is hereby authorized to make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including(including, without limitation, the events described in [Section 4.2])4(B)] hereof) affecting the CompanyCompany, any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the BoardCommittee is required to make such adjustments pursuant to [Section 4(B)] hereof or whenever the Board, in its sole discretion, determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Board mayCommittee shall be authorized to make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including(including, without limitation, the events described in Section 4.2)4(c) hereof) affecting the CompanyCompany, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the BoardCommittee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

AdjustmentsAdjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Board mayor the Committee shall make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4.2)[Section 5(d)]) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriateprinciples in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Any such adjustment with respect to an Award intended to be an ISO shall be made only to the extent consistent with such intent, unless the Board or the Committee determines otherwise, and any such adjustment that is made with respect to an Award that is intended to qualify as performance-based compensation under Code Section 162(m) (or any successor provision) shall be made consistent with such intent.

AdjustmentsAdjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.The BoardCommittee may make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including(including, without limitation, the events described in [SectionSection 4.2])5) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the BoardCommittee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. By accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section 19.2 without further consideration or action.

AdjustmentsAdjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The BoardSubject to Section 12.3, the Committee may make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including(including, without limitation, the events described in Section 4.2)4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the BoardCommittee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. By accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section 17.2 without further consideration or action.

Adjustments Upon Certain Unusual or Nonrecurring Events. The Board may makeAdministrator shall make, in its discretion, adjustments in the terms and conditions of Awardsof, and the criteria included in, the Award in recognition of unusual or nonrecurring events (including the events described in Section 4.2) affecting the CompanyCompany, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the BoardAdministrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The Administrator may make, in its discretion, adjustments in the terms and conditions of, and the criteria included in, the Performance Award in recognition of unusual, unanticipated or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

Adjustments Upon Certain Unusual or Nonrecurring Events. The BoardSubject to Section 24 and to the extent such adjustments are not intended to affect the status of any Award, the Committee may make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusual or nonrecurringinfrequently occurring events (including the events described in [Section 4.2]) affecting the CompanyCompany, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicableaccounting standards, principles, practices or policies, including the interpretation or application thereof, or in tax or other laws, regulations,rules, or accounting principles,regulations, whenever the BoardCommittee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

AdjustmentsAdjustment of Awards Upon the Occurrence of Certain Unusual or NonrecurringNon-recurring Events. The Board mayCompensation Committee shall, as and in the manner it deems necessary or appropriate, make adjustments in the terms and conditions ofof, and the criteria included in, Awards in recognition of unusualunusual, unforeseen or nonrecurring events (including(including, without limitation, the events described in Section[Section 4.2)4] hereof, restructuring charges and income or expenses related to acquisitions and dispositions, tax and litigation settlements, and capital projects not contemplated at the time an Award was made) affecting the CompanyCorporation or the financial statements of the CompanyCorporation or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent the unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Compensation Committee as to the foregoing adjustments shall be conclusive and binding on Participants under the Plan.

Adjustments Upon Certain Unusual or Nonrecurring Events. The Board mayCommittee shall make equitable and proportionate adjustments in the terms and conditions of Awardsof, and the criteria included in, this Award in recognition of unusual or nonrecurringand non-recurring events (including without limitation, the events described in Section[Section 4.2)2] of the Plan) affecting the CompanyCompany, or the financial statements of the CompanyCompany, or of any changes in applicable laws, regulations, or accounting principles, wheneverprinciples in accordance with the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

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