Common use of Change in Capitalization Clause in Contracts

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement shall be proportionately adjusted for non-reciprocal transactions between the Company and the holders of Common Stock that cause the per share value of the shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, or rights offering (each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Restricted Stock Units as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities subject to the Award, substituting other securities, property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transactions transaction between the Company Partnership and the holders of Common Stock partnership interests of the Partnership that cause causes the per share unit value of the shares of Common Stock Profits Interest Units subject to this the Award to change, such as a stock unit dividend, stock unit split, spinoff, spinoff or rights offering (each an ““ Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the CompanyPartnership’s assets, other change in capital structure of the CompanyPartnership, tender offer for shares of Common StockProfits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), or a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Restricted Stock Profits Interest Units as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities units subject to the Award, substituting other securities, property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares units that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Profits Interest Unit Grant shall not affect the right or power of the Company Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyPartnership, any issue of debt or equity securities having preferences or priorities as to the Common Stock Profits Interest Units or the rights thereof, the dissolution or liquidation of the CompanyPartnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares units issuable under this Agreement shall be proportionately adjusted for any non-reciprocal transactions transaction between the Company Partnership and the holders of Common Stock partnership interests of the Partnership that cause causes the per share unit value of the shares of Common Stock Profits Interest Units subject to this the Award to change, such as a stock unit dividend, stock unit split, spinoff, spinoff or rights offering (each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the CompanyPartnership’s assets, other change in capital structure of the CompanyPartnership, tender offer for shares of Common StockProfits Interest Units (“LTIP Units,” as defined in the Limited Partnership Agreement), or a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Restricted Stock Profits Interest Units as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities units subject to the Award, substituting other securities, property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares units that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Profits Interest Unit Grant shall not affect the right or power of the Company Partnership to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyPartnership, any issue of debt or equity securities having preferences or priorities as to the Common Stock Profits Interest Units or the rights thereof, the dissolution or liquidation of the CompanyPartnership, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement shall be proportionately adjusted for non-reciprocal transactions between the Company and the holders of Common Stock that cause the per share value of the shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, or rights offering (each an ““ Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the Restricted Stock Units as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Plan, including, without limitation, adjusting the number and class of securities subject to the Award, substituting other securities, property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement of Common Stock subject to the Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause the per share value of the shares of Common Stock subject to this Award referenced by the Restricted Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend or distribution (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in ControlControl of the Company, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Restricted Stock Units and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities Restricted Stock Units, making a corresponding adjustment in the number of shares subject to the AwardRestricted Stock Units, substituting other securities, property or cash a new award to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on outstanding Awards, accelerating the Award, termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the CommitteeCommittee of the Restricted Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section may provide7. Instead, any adjustment pursuant to this Section 7 that would otherwise result in the Committee’s discretion, for the elimination without payment a fractional Restricted Stock Unit or fractional share of any fractional shares that might otherwise be Common Stock becoming subject to the AwardAward shall be further adjusted to round down the numbers of Restricted Stock Units to the next lowest Restricted Stock Unit or share of Common Stock, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Awardapplicable. (cd) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Restricted Stock Units Grant Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement Restricted Shares shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause causes the per share value of the shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case does is not constitute an “Equity Restructuring, ,” the Committee shall take such action to make such adjustments with respect to the unvested Restricted Stock Units Shares or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash or other securities, or other property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on unvested portion of the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committeeremoving of restrictions on unvested Restricted Shares. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section 6(b) will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (dc) The existence of the Plan and the Restricted Stock Units Grant this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under of Common Stock upon which the settlement of this Agreement Award is calculated shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause the per share value of the shares of Common Stock subject to this Award referenced by the Performance Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend or distribution (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in ControlControl of the Company, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Restricted Performance Stock Units and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities Performance Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPerformance Stock Units, substituting other securities, property or cash a new award to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on outstanding Awards, accelerating the Award, termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the CommitteeCommittee of the Performance Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional Performance Stock Units shall be created in making any adjustment pursuant to this Section may provide7. Instead, any adjustment pursuant to this Section 5 that would otherwise result in the Committee’s discretion, for the elimination without payment of any a fractional shares that might otherwise be Performance Stock Unit becoming subject to the Award, but except as set forth in this Subsection and Award shall be further adjusted to round down the Plan may not otherwise diminish numbers of Performance Stock Units to the then value of the Awardnext lowest Performance Stock Unit. (cd) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Restricted Stock Units Grant Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement unvested Restricted Shares shall be proportionately adjusted for non-reciprocal transactions between any increase or decrease in the Company and the holders number of Common Stock that cause the per share value of the issued shares of Common Stock subject to this Award to change, such as resulting from a subdivision or combination of shares or the payment of a stock dividend, stock split, spinoff, dividend in shares of Common Stock to holders of outstanding shares of Common Stock or rights offering (each an “Equity Restructuring”)any other increase or decrease in the number of shares of Common Stock outstanding is effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company or upon a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to make such adjustments with respect to the unvested Restricted Stock Units as the CommitteeShares, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on unvested portion of the Award, or terminating removing of restrictions on unvested Restricted Shares. If the Committee substitutes cash, the unvested portion of the Award in exchange shall be adjusted through the vesting date by the annualized dividend yield of the Company for the cash value determined in good faith by four (4) most recently completed calendar quarters as of the Committee. Any adjustment pursuant to this Section may providedate of the transaction and, in at the Committee’s discretionvesting date, for the elimination without payment of any fractional shares that might otherwise shall be subject released from escrow and made to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the AwardRecipient. (c) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement of Common Stock upon which the Phantom Stock Units are based (including, without limitation, Vested Stock Units) shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause the per share value of the shares of Common Stock subject to this Award referenced by the Phantom Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend or distribution (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in ControlControl of the Company, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Restricted Phantom Stock Units and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities Phantom Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPhantom Stock Units, substituting other securities, property or cash a new award to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on outstanding Awards, accelerating the Award, termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the CommitteeCommittee of the Phantom Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section. Instead, any adjustment pursuant to this Section may provide, that would otherwise result in a fractional Phantom Stock Unit shall be further adjusted to round down the Committee’s discretion, for the elimination without payment numbers of any fractional shares that might otherwise be subject Phantom Stock Units to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Awardnext lowest Phantom Stock Unit. (cd) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Restricted Stock Units Grant Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement of Common Stock upon which the Phantom Stock Units are based (including, without limitation, Vested Stock Units) shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause the per share value of the shares of Common Stock subject to this Award referenced by the Phantom Stock Units to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend or distribution (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Common Stock, or a Change in ControlControl of the Company, that in each case does not constitute an Equity Restructuring, the Committee shall take such action to Committee, in its sole discretion, may make such adjustments with respect to the Restricted Phantom Stock Units and take such action as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities Phantom Stock Units, making a corresponding adjustment in the number of shares subject to the AwardPhantom Stock Units, substituting other securities, property or cash a new award to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on outstanding Awards, accelerating the Award, termination of the Award or terminating the Award in exchange for the cash value determined in good faith by the CommitteeCommittee of the Phantom Stock Units, as the Committee may determine. Any determination made by the Committee will be final and binding on the Employee. (c) No fractional shares shall be created in making any adjustment pursuant to this Section may provide. Instead, any adjustment pursuant to this Section that would otherwise result in a fractional Phantom Stock Unit shall be further adjusted to round down the Committee’s discretion, for the elimination without payment numbers of any fractional shares that might otherwise be subject Phantom Stock Units to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Awardnext lowest Phantom Stock Unit. (cd) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientEmployee. Any action taken by the Committee need not treat all recipients of awards under the Plan equity incentives equally. (de) The existence of the Plan and the Restricted Stock Units Grant Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement Restricted Shares shall be proportionately adjusted for non-reciprocal nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause causes the per share value of the shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case does is not constitute an “Equity Restructuring, ,” the Committee shall take such action to make such adjustments with respect to the unvested Restricted Stock Units Shares or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash or other securities, or other property or cash to replace the Award, all as determined in good faith by the Committee to have equivalent value to the Award, removing restrictions on unvested portion of the Award, or terminating the Award in exchange for the cash value determined in good faith by the Committeeremoving of restrictions on unvested Restricted Shares. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment of any fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection and the Plan may not otherwise diminish the then value of the Award. (c) All determinations and adjustments made by the Committee pursuant to this Section (b) will be final and binding on the Recipient. Any action taken by the Committee need not treat all recipients of awards under the Plan equally. (dc) The existence of the Plan and the Restricted Stock Units Grant this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of shares issuable under this Agreement Shares shall be proportionately adjusted for non-reciprocal transactions any nonreciprocal transaction between the Company and the holders of Common Stock capital stock of the Company that cause causes the per share value of the shares of Common Stock subject to this Award Shares underlying the Restricted Units to change, such as a stock dividend, stock split, spinoffspin-off, rights offering, or rights offering recapitalization through a large, non-recurring cash dividend (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, reorganization, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets, assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Controlother reorganization of the Company, that in each case does is not constitute an Equity Restructuring, the Committee shall take such action to and make such adjustments with respect to the Restricted Stock Units Shares or the terms of this Agreement as the Committee, in its sole discretion, determines in good faith is necessary or appropriate and as is permitted by the Planappropriate, including, without limitation, adjusting the number and class of securities subject to the AwardAgreement, or substituting cash, other securities, or other property or cash to replace the Award, all as determined in good faith by award payable under the Committee to have equivalent value to the Award, removing restrictions on the AwardAgreement, or terminating the Award Agreement in exchange for the cash value (as determined in good faith by the Committee. Any adjustment pursuant to this Section may provide, in ) of the Committee’s discretion, for the elimination without payment of any fractional shares that might otherwise be subject to the Award, but except as set forth in this Subsection Shares (and the Plan may not otherwise diminish the then value of the AwardDeferred Dividend Equivalents, if applicable). (c) Notwithstanding the foregoing or any other provisions of this Agreement, if a Change in Control of the type described in Section 15(a)(i) occurs and if the Officer has not elected to end the Deferral Period as of the date of the Change in Control, the Company shall pay the Deferred Dividend Equivalents, if applicable, to the Officer within ninety (90) days following the date of the Change in Control subject to the requirements of paragraph F and Treas. Reg. Section 1.409A-2(b), and shall pay the same amount of consideration per Share attributable to the Stock Units as is paid to each holder of a share of Common Stock in connection with the Change in Control and on the same schedule and under the same terms and conditions, provided that payment must be completed within five (5) years after the Change in Control. (d) All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the RecipientOfficer. Any action taken by the Committee need not treat all recipients of awards under the Plan or the Deferred Stock Plan equally. (de) The existence of the Plan Plan, the Deferred Stock Plan, and the Restricted Stock Units Grant this Agreement shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.