If the Company shall pay a stock dividend on, or have a merger, consolidation, capital reorganization or recapitalization in which, while existing Common Stock remains outstanding, securities of the Company are issued with respect to any of the Common Stock, thestock or other securities issued in payment of such dividend, or issued in connection with such merger, consolidation, capital reorganization or recapitalization, shall be added to, and deemed part of, the RSU Shares for all purposes of this Agreement.  If the Company shall make a distribution of property (other than cash or shares of Common Stock) on any of the Common Stock, or shall distribute with respect to the Common Stock securities of another corporation, such property or securities shall be added to, and deemed part of, the RSU Shares for all purposes of this Agreement.  All references in Paragraph 6 hereof to “additional shares of stock, property and securities described in Paragraphs 7 and 9 hereof”  and to “certificates” shall be deemed to include, without limitation, references to any shares, property or securities issued or distributed, as applicable, pursuant to this Paragraph 7 or Paragraph 9 hereof, and to certificates or instruments representing any such shares or securities, respectively.  Upon the occurrence of any of the events described in this Paragraph 7, the provisions hereof shall be appropriately adjusted by the Company so that they will continue to apply with similar effect to any new RSU Shares resulting from such event.