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any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the
Board (or as delegated by the Board, the Committee) may provide in substitution for any or all outstanding awards under this Plan such
alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith
the surrender of all awards so replaced.
(b) On or after the Date of Grant of any award under this Plan, the Committee may provide in the Evidence of Award that the holder
of the award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect, or the Committee may provide that the holder will automatically be entitled to receive such an
equivalent award. The Board (or as delegated by the Board, the Committee) may also make or provide for such adjustments in the numbers of
Common Shares specified in Section 3(a) of this Plan as the Board (or as delegated by the Board, the Committee) may in good faith
determine to be appropriate in order to reflect any transaction or event described in this Section 11; provided, however, that any such
adjustment to the number specified in Section 3(c)(i) will be made only if and to the extent that such adjustment would not cause any Option
Right intended to qualify as an Incentive Stock Option to fail to so qualify.
(c) Notwithstanding the foregoing provisions of this Section 11, any adjustment or substitution of any award under this Plan shall
comply with Code Section 409A and the guidance and Treasury regulations issued thereunder so that any award granted under the Plan
continues to comply with or otherwise maintains its exemption from Code Section 409A, as applicable.
12. FRACTIONAL SHARES. The Corporation shall not be required to issue any fractional Common Shares pursuant to this Plan. The
Committee may provide for the elimination of fractions or for the settlement thereof in cash.
13. WITHHOLDING TAXES. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for
the withholding are insufficient, it shall be a condition to the receipt of any such payment or the realization of any such benefit that the
Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of any taxes required to be
withheld. At the discretion of the Committee, any such arrangements may include relinquishment of a portion of any such payment or benefit.
14. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF ABSENCE.
(a) Termination of Employment. Notwithstanding any other provision of this Plan to the contrary, in case of termination of
employment by reason of death, disability, normal retirement, early retirement with the consent of the Corporation, termination of
employment to enter public service with the consent of the Corporation or leave of absence approved by the Corporation, provided that such
leave of absence constitutes a “separation from service” (as such term is defined under Code Section 409A and the guidance and Treasury
regulations issued thereunder), of a Participant who holds an Option Right or Appreciation Right that is not immediately exercisable in full, or
any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred
Shares as to which the Deferral Period has not been completed, or any Performance Shares, Performance
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