Adjustments in RSUs. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of RSUs or class of securities of the Company covered by this Agreement. Any additional RSUs or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this [Section 8].

Adjustments in RSUs. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of RSUs or class of securities of the Company covered by this Agreement. Any additional RSUs or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this [Section 8].Section 8.

Adjustments Upon Certain Events. Subject to the terms of the Plan, in RSUs. In the event of any recapitalization, forwardchange in the outstanding Shares by reason of any Share dividend or reverse stock split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off, combination,off or combination transaction or exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event,events (collectively, an "Adjustment Event"), the Committee,Committee shall, in its sole discretion, shall adjustmake an appropriate and equitable adjustment in the number of RSUs or class of securities of the Company covered bysubject to this Agreement.Agreement to reflect such Adjustment Event. Any additional RSUs or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents requiredmade by the Committee in connection with an adjustment under this [Section 8].shall be final and binding upon the Participant, the Company and all other interested persons.

Adjustments for Changes in RSUs.Capitalization. In the event of any change in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, forward or reverse stock split, reorganization,stock dividend, combination or exchange of Shares, merger, consolidation, spin-off, combination, exchangeor any change in the Company’s corporate structure or in the Shares of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjustCommon Stock, the number of RSUs orand class of securities of the CompanyRSUs covered by this Agreement.Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any additional RSUs or other securities received by the Grantee as a result of any such adjustmentthe foregoing by You shall be subject to allsuch restrictions and requirements applicable to RSUs that havethe potential for forfeiture as provided herein. Terms and Conditions of the Award shall not vested. The Grantee agrees to executechange in any documents required by the Committee in connection with an adjustment under this [Section 8].other respect.

Adjustments in RSUs. InIf, prior to the eventvesting of any recapitalization, forwardthe RSUs granted under this Agreement, the outstanding Common Stock of the Company is increased or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchangedecreased or changed into or exchanged for a different number or kind of Sharesshares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of RSUs or class of securities of the Company covered by this Agreement. Any additional RSUs or other securities received by the Grantee as a resultreason of any suchstock split, combination of shares or dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be subject to all restrictions and requirements applicable to RSUs that have not vested. The Grantee agrees to execute any documents requiredmade by the Committee in connection with anthe number and kind of shares subject to the unvested RSUs so that Recipient’s proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment under this [Section 8].that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustments made by the Committee shall be conclusive.