Common use of Adjustment in the Event of Change in Stock; Change in Control Clause in Contracts

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Options and the number and kind of shares of Common Stock underlying the OptionOptions. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Options in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionOptions, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Options and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionOptions, or the replacement of the Option Options with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option Options that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, dividend equivalents, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend dividends or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, dividend equivalents, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, offering liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Compensation/Benefits Committee of the Board of Directors (or such other committee as the Board may from time to time designate) (the “Committee”) or Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. Notwithstanding the foregoing, in the event of a Change in Control, the Restricted Stock Units shall automatically vest.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends ofdividends other than an ordinary dividend dividends or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization recapitalization, or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of PSUs and the number and kind of shares of Common Stock underlying the OptionPSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option PSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionPSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option PSUs and (iii) in connection with any Version February 2023 Disaffiliation, arranging for the assumption of the OptionPSUs, or the replacement of the Option PSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option PSUs that remains remain based upon securities of the Company). (c) In the event of a Change in Control: (i) Before the Determination Date, the Target PSUs will be awarded and will vest and be distributed pursuant to the vesting schedule described in Section 1(e) above, subject to any substitutions or adjustments made pursuant to this Section 7. (ii) After the Determination Date, the PSU Award will be calculated and will vest in accordance with Section 1, subject to any substitutions or adjustments made pursuant to this Section 7. (d) The determination of the Committee regarding any such substitutions or adjustment will be final and conclusive and or the amount of PSUs awarded, vested and/or distributed pursuant to this Section need not be the same for all ParticipantsParticipants and will be final and conclusive. (e) In the event of a Termination of Employment during the two-year period following a Change in Control, the provisions of Section 13 of the Plan shall apply; provided, however, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals. (d) Notwithstanding the terms of the Plan, the terms of Section 13(b) shall not apply to the RSUs granted hereunder. In the event of a Termination of Employment of the Eligible Individual (x) by the Company other than for Cause, (y) due to Disability or (z) due to a resignation by the Eligible Individual for Good Reason within twelve months following a Change in Control that qualifies as a “change in control” within the meaning of Section 409A of the Code, all outstanding RSUs shall become fully vested upon such Termination of Employment and settled in accordance with the terms provided for herein.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend dividends or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, dividend equivalents, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Notwithstanding the terms of the Plan, the terms of Section 15(b) shall not apply to the Options granted hereunder. In the event of a Termination of Employment of the Eligible Individual (x) by the Company other than for Cause, (y) due to Disability or (z) due to a resignation by the Eligible Individual for Good Reason within twelve months following a Change in Control that qualifies as a “change in control” within the meaning of Section 409A of the Code, all outstanding Options shall become fully vested upon such Termination of Employment and settled in accordance with the terms provided for herein.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCompany ). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCompany ). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “"Share Change”"), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “"Corporate Transaction”"'), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate, or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate, or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) In the event of a Change in Control during a Performance Period, then: (i) Pro-rate that portion of the Target RSUs vesting as of the closing date of the Change in Control (the period commencing at the start of such Performance Period and ending on such date, the “Adjusted Performance Period”), with such pro-rata portion determined by multiplying the number of Target RSUs for such Performance Period by a fraction, the numerator of which equals the number of days contained in the Adjusted Performance Period and the denominator of which equals 365. (ii) The remaining RSUs subject to this Award will be treated as time-based vesting on the last day of each remaining Performance Period without regard to the achievement of any performance metrics. For purposes of illustration, in the case of a Change in Control with a closing date of June 1, 2019 and assuming Target RSUs for each fiscal year in the amount of 65,000 RSUs, then 26,891 RSUs will vest and settle as of June 1, 2019, 38,109 RSUs will vest on December 31, 2019; 65,000 RSUs will vest on December 31, 2020 and 65,000 RSUs will vest and settle on December 31, 2021. (e) In the event of a Termination of Employment during the two year period following a Change in Control, the provisions of Section 10(b) of the Plan shall apply; provided, however, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (b) Notwithstanding anything to the contrary contained herein, but subject to Paragraph 1(c), in the event of a Change in Control or a Liberty CIC (as defined below), the Restricted Stock Units shall fully vest and no longer be subject to any restrictions; provided, however, that if such Change in Control or Liberty CIC shall not constitute a “change in control” within the meaning of Section 409A of the Code, then the Restricted Stock Units shall fully vest but shall not be settled until the earlier of (x) such time as a “change in control” within the meaning of Section 409A occurs or (y) some other permissible payment event under Section 409A of the Code. “Liberty CIC” shall mean (i) the termination of the irrevocable proxy held by Bxxxx Xxxxxx to vote shares of the Corporation held by Liberty Media Corporation or its Affiliates or (ii) the acquisition by Liberty Media Corporation or its Affiliates of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of equity securities of the Corporation, such that in the case of either clause (i) or clause (ii) (as applicable), Liberty Media Corporation acquires or assumes more than 50% of the voting power of the then outstanding equity securities of the Corporation entitled to vote generally in the election of directors.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends a dividend other than an ordinary dividend dividend, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board Board, may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of PSUs and the number and kind of shares of Common Stock underlying the OptionPSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option PSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionPSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option PSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionPSUs, or the replacement of the Option PSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option PSUs that remains remain based upon securities of the Company). (c) In the event of a Change in Control: (i) Before the Determination Date, the Target PSUs will be deemed earned and will vest 50% on December 31, 2025, and 50% on December 31, 2026, subject to any substitutions or adjustments made pursuant to this Section 7. Version March 2024 (ii) After the Determination Date, the PSU Award will be calculated and will vest in accordance with Section 1, subject to any substitutions or adjustments made pursuant to this Section 7. (d) The determination of the Committee regarding any such substitutions or adjustment will be final and conclusive and or the amount of PSUs awarded, vested and/or distributed pursuant to this Section need not be the same for all ParticipantsParticipants and will be final and conclusive. (e) In the event of a Termination of Employment during the three (3) months prior to or twelve (12) months following a Change in Control (the “CIC Period”), the provisions of Section 13 of the Plan shall apply; provided, however, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends a dividend other than an ordinary dividend dividend, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board Board, may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities Non-U.S. Employee – Version March 2024 of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, offering liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Compensation/Benefits Committee of the Board of Directors (or such other committee as the Board may from time to time designate) (the “Committee”) or Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment adjustments will be final and conclusive and need not be the same for all Participants. Notwithstanding the foregoing, in the event of a Change in Control, the Restricted Stock Units shall automatically vest.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends a dividend other than an ordinary dividend dividend, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board Board, may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as U.S. Employee – Version March 2024 well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of options and the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of Common Stock underlying the Option. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Option, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option and (iii) in connection with any Disaffiliation, arranging for the assumption of the Option, or the replacement of the Option with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option that remains based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) In the event of a Change in Control, the Award will be treated as though it vested annually pro rata over the Vesting Period, with a portion of the Award potentially accelerating and becoming exercisable as of the effective date of the Change in Control and the remaining unvested Option vesting pro rata on each anniversary of August 1, 2017 through the remaining Vesting Period. For purposes of illustration, in the case of an Award of 100 Options with a vesting start date of August 1, 2017 and vesting 50% on August 1, 2021 and 50% on August l, 2022, if a Change in Control were to occur on March l, 2020, then 40 Options would vest and become exercisable immediately on the effective date of the Change in Control and the remaining 60 Options would vest pro rata annually over the remaining Vesting Period, or 20 Options would vest on each of August l, 2020, August l, 2021 and August 1, 2022. (e) In the event of a Termination of Employment during the two year period following a Change in Control, the provisions of Section 10(b) of the Plan shall apply; provided, however, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction’”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend dividends or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the U.S. Employee – Version February 2023 Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the CompanyCompany ). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends ofdividends other than an ordinary dividend dividends or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination Non-U.S. Employee – Version February 2023 thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all ParticipantsEligible Individuals.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate Subsidiary, Affiliate, or by the entity that controls such Subsidiary or Affiliate Affiliate, following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction’”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate, or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate, or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the OptionRestricted Stock Units. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate Subsidiary, Affiliate, or by the entity that controls such Subsidiary or Affiliate Affiliate, following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the Company). (c) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (d) Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of Section 10 of the Plan shall apply.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of PSUs and the number and kind of shares of Common Stock underlying the OptionPSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option PSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionPSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option PSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionPSUs, or the replacement of the Option PSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option PSUs that remains remain based upon securities of the Company). (c) In the event of a Change in Control before the end of the Performance Period, upon consummation of the closing of the Change in Control, then: (i) The Performance Period shall end on the closing date of the Change in Control (for purposes of this section, the “Adjusted Performance Period”) for purposes of determining TSR for the Company and the Index and the number of PSUs that shall be earned for purposes of Section 1 of this Agreement (“Earned PSUs”); (ii) The Earned PSUs that would have vested through the date of the Change in Control, assuming daily pro rata vesting over the Performance Period (determined based on the numerator being the number of days during the period commencing as of the first day of the Performance Period through the date of such Change in Control, and the denominator being the number of days during the Performance Period), shall accelerate and vest and those PSUs shall settle as of the date of the Change in Control; (iii) Any remaining Earned PSUs (i.e. the positive difference, if any, between Earned PSUs calculated pursuant to Section 6(c)(i) above and those for which vesting was accelerated pursuant to Section 6(c)(ii) above) shall vest and no longer be subject to any restriction on a pro rata basis on each anniversary, as the case may be, of December 31st that follows the last date of the Adjusted Performance Period through December 31, 2020. (d) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (e) In the event of a Termination of Employment during the two-year period following a Change in Control, the provisions of Section 10(b) of the Plan shall apply; provided, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the OptionRSUs. (b) In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option RSUs in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRSUs, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock underlying the Option RSUs and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRSUs, or the replacement of the Option RSUs with new Awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or Affiliate or by the entity that controls such Subsidiary or Affiliate following such Disaffiliation (as well as any corresponding adjustments to any Option RSUs that remains remain based upon securities of the Company). (c) In the event of a Change in Control before the end of the Performance Period, upon consummation of the closing of the Change in Control, then: (i) The Performance Period shall end on the closing date of the Change in Control (for purposes of this section, the “Adjusted Performance Period”) for purposes of determining TSR for the Company and the Index and the number of RSUs that shall be earned for purposes of Section 1 of this Agreement (“Earned RSUs”); (ii) The Earned RSUs that would have vested through the date of the Change in Control, assuming daily pro rata vesting over the Performance Period, shall accelerate and vest and those RSUs shall settle as of the date of the Change in Control; (iii) Any remaining Earned RSUs (i.e. the positive difference, if any, between Earned RSUs calculated pursuant to Section 6(c)(i) above and those for which vesting was accelerated pursuant to Section 6(c)(ii) above) shall vest and no longer be subject to any restriction on a pro rata basis on each anniversary, as the case may be, of December 31st that follows the last date of the Adjusted Performance Period through December 31, 2020. (d) The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (e) In the event of a Termination of Employment during the two year period following a Change in Control, the provisions of Section l0(b) of the Plan shall apply; provided, that the Committee in its discretion may provide for earlier accelerated vesting.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (b) Notwithstanding anything to the contrary contained herein, but subject to Paragraph 1(c), (i) in the event of a Change in Control, the Restricted Stock Units shall fully vest and no longer be subject to any restrictions, and (ii) upon the Eligible Individual’s Termination of Employment at any time during the two-year period following a Liberty CIC (as defined below) by the Corporation without Cause (other than by reason of the Eligible Individual’s death or Disability) or by the Eligible Individual for Good Reason, the Restricted Stock Units shall fully vest and no longer be subject to any restrictions. “Liberty CIC” shall mean (A) the termination of the irrevocable proxy held by Bxxxx Xxxxxx to vote shares of the Corporation held by Liberty Media Corporation or its Affiliates or (B) the acquisition by Liberty Media Corporation or its Affiliates of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of equity securities of the Corporation, such that in the case of either clause (A) or clause (B) (as applicable), Liberty Media Corporation acquires or assumes more than 50% of the voting power of the then outstanding equity securities of the Corporation entitled to vote generally in the election of directors.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of (i) a stock dividend, stock split, reverse stock split, share combination combination, or recapitalization or similar event affecting the capital structure of the Company Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Company Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Option. (b) Restricted Stock Units. In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Option Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such OptionRestricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Company Corporation and securities of entities other than the CompanyCorporation) for the shares of Common Stock underlying the Option Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the OptionRestricted Stock Units, or the replacement of the Option Restricted Stock Units with new Awards awards based on other property or other securities (including, without limitation, other securities of the Company Corporation and securities of entities other than the CompanyCorporation), by the affected Subsidiary Subsidiary, Affiliate or Affiliate division or by the entity that controls such Subsidiary Subsidiary, Affiliate or Affiliate division following such Disaffiliation (as well as any corresponding adjustments to any Option Restricted Stock Units that remains remain based upon securities of the CompanyCorporation). (c) . The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants. (b) Notwithstanding anything to the contrary contained herein, but subject to Paragraph 1(c), (i) in the event of a Change in Control, the Restricted Stock Units shall fully vest