Template:2002 ISDA Equity Derivatives Definitions 12.2(e)

12.2(e) "Modified Calculation Agent Adjustment", then, on or after the relevant Merger Date,
the Calculation Agent shall either (i)(A) make such adjustment to the exercise, settlement, payment or
any other terms of the Transaction (including, without limitation, the spread) as the Calculation Agent
determines appropriate to account for the economic effect on the Transaction of such Merger Event
(including adjustments to account for changes in volatility, expected dividends, stock loan rate or
liquidity relevant to the Shares or to the Transaction), which may, but need not, be determined by
reference to the adjustments(s) made in respect of such Merger Event by an options exchange to options
on the relevant Shares traded on such options exchange and (B) determine the effective date of that
adjustment, or (ii) if the Calculation Agent determines that no adjustment that it could make under (i)
will produce a commercially reasonable result, notify the parties that the relevant consequence shall be
the termination of the Transaction, in which case "Cancellation and Payment" will be deemed to apply
and any payment to be made by one party to the other shall be calculated in accordance with Section
12.7, and in respect of an Option Transaction, the Calculation Agent shall determine the amount of such
payment as if "Calculation Agent Determination" applied to the Option Transaction;