Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. 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 the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. 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 the Party A’s commercially reasonable judgment of Party Ajudgment, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position), 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 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 25 [●]11 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [●]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. 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 the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 [•]4 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [•]5 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. 4 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 5 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 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 the Party A’s commercially reasonable judgment of Party Ajudgment, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position), 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 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 25 [●]11 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [●]12 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. 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 the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 [•]4 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [•]5 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. 4 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 5 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 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 the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 [•]4 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [•]5 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. 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. 4 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 5 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice.

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof) in a commercially reasonable hedge position, 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 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 25 [•]4 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 [•]5 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to 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 one-month period. Account Details: Payments to Party A: To be advised under separate cover or telephone confirmed prior to each Settlement Date. 4 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. 5 Insert initial Stock Loan Fee specified by Party B in the Forward Instruction Notice. EXHIBIT B-11 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.