Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to the Specified Borrow Rate, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day one-month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction in a commercially reasonable manner exceeds a weighted average rate equal to the Specified Borrow Rate[•]11 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such the Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate [•]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day one-month period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day one-month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction in a commercially reasonable manner exceeds a weighted average rate equal to the Specified Borrow Rate[●]11 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such the Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate [●]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day one-month period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to the Specified Borrow Rate, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised. The Office of Party A for the Transaction is: New York The Office of Party B for the Transaction is: Inapplicable, Party B is not a Multibranch Party.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day one-month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction in a commercially reasonable manner exceeds a weighted average rate equal to the Specified Borrow Rate[•]11 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such the Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate [•]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day one-month period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised. 11 Insert initial Stock Loan Fee specified by Party B in instruction under the Sales Agreement. 12 Insert initial Stock Loan Fee specified by Party B in instruction under the Sales Agreement.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to the Specified Borrow Rate, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised. The Office of Party A for the Transaction is: New York JPMorgan Chase Bank, National Association New York Branch 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 The Office of Party B for the Transaction is: Inapplicable, Party B is not a Multibranch Party.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to the Specified Borrow Rate, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised. Offices: The Office of Party A for the Transaction is: New York JPMorgan Chase Bank, National Association New York Branch 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 The Office of Party B for the Transaction is: Inapplicable, Party B is not a Multibranch Party.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgmentdetermination, the actual stock loan fee to payable by Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day one-month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to the Specified Borrow Rate25 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to the extent necessary to compensate Party A for the amount by which such the Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate 25 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day one-month period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised.

Additional Adjustment. If, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any ten Scheduled Trading Day one-month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction in a commercially reasonable manner exceeds a weighted average rate equal to the Specified Borrow Rate[•]11 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such the Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate [•]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable ten Scheduled Trading Day one-month period. Specified Borrow Rate: 25 basis points per annum Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised. Delivery of Shares to Party B: To be advised. 11 Insert initial Stock Loan Fee specified by Party B in instruction under the Sales Agreement. 12 Insert initial Stock Loan Fee specified by Party B in instruction under the Sales Agreement.