Common use of Adjustment; Change in Control Clause in Contracts

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement)Reason, the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Performance Share Units, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, shall to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Performance Share Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)) if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Performance Share Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested vested, as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in ControlUnits, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement)Reason, the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction a Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in the provisions of Section 10(a) of the Plan or Section 1 of this Agreement to the contrary: (a) upon , in the occurrence event of a Change in Control, unless (a) the Threshold Performance Goal and Performance Goal with respect to any Performance Period that has not ended as of the date of the Change in Control shall be deemed to be achieved as of the date of the Change in Control and the Employee shall vest in a Replacement Award is granted number of Restricted Stock Units determined based on the Stock Price as if the Performance Period had ended as of the date of the Change in respect Control, (b) fifty percent of the remaining Restricted Stock Units, if any, shall vest upon the earlier of (i) the Employee’s Termination of Employment for any reason other than a termination (A) by the Company for Cause or (B) by the Employee without Good Reason and (ii) December 31, 2011 and (c) the remainder of the Restricted Stock Units (Units, if any, shall be forfeited, provided that, in which case this clause (a) shall not apply), the restrictions applicable to event that the Restricted Stock Units are not assumed in connection with the Change in Control, the Employee shall lapse and such vest in the Restricted Stock Units shall become free of all restrictions and fully vested as of such Change described in Control and shall be settled as soon as practicable following the date of such Change in Control clauses (but not later than 30 days thereafter); a) and (b) if a Replacement Award is granted in respect of above immediately prior to the Restricted Stock Units in connection with such Change in Control. For purposes of this Agreement, upon a Termination of Employment of “Good Reason” (1) shall have the Employee occurring upon meaning set forth in the Employee’s applicable employment or during the two years immediately following change in control severance or change in control employment agreement or plan as in effect on the date of such Change in Control by reason of death, Disability hereof or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that 2) if the Employee is covered by not party to such an agreement or does not participate in such a separate written plan or if such an agreement providing for payments upon a Termination of Employment for or plan does not define Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of EmploymentReason, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled mean a material diminution in annual base salary or annual target bonus as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, in effect immediately prior to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are other than an isolated, insubstantial and inadvertent action not replaced taken in bad faith, but only in the absence of a written consent by a Replacement Awardthe Employee, and only if the Employee provides notice to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix))Company of the existence of the condition constituting Good Reason within a period not to exceed 90 days of the initial existence of the condition and the Company fails to remedy the condition within 30 days of such notice.

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Performance Share Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4)(ix) if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Units that are not replaced by a Replacement AwardPerformance Share Units, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)) if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Performance Share Units, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, shall to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Performance Share Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4)(ix) if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Performance Share Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Performance Share Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Cash Incentive Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in Control, unless a Replacement Award is granted the Cash Incentive Units shall (i) be earned as determined in respect accordance with Schedule A (provided that, in this event, the date of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control shall be deemed the last day of the Performance Period solely for the purpose of calculating performance as set forth in Schedule A), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Performance Period in accordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the Company as soon as practicable provided in Section 2. For purposes of this Agreement, Cash Incentive Units that are deemed earned upon, and remain outstanding following the date of such a Change in Control pursuant to this Section 6, shall be referred to as “Assumed CIUs”. Notwithstanding anything in Section 1 to the contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed CIUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed CIUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, then such Assumed CIUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed CIUs, equal to the full value of the Assumed CIUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed CIUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Cash Incentive Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4) (ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter, unless pursuant to any deferral election made by the Director with respect to the Restricted Stock Units); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment Service of the Employee Director occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of EmploymentService, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment Service (but not later than 30 days thereafter, unless pursuant to any deferral election made by the Director with respect to the Restricted Stock Units); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested vested, as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in ControlUnits, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement)Reason, the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).. 883468v1 (US – 2/15) 2

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability death or RetirementDisability, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as such term (or a similar term) is defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Cash Incentive Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in Control, unless a Replacement Award is granted the Cash Incentive Units shall (i) be earned as determined in respect accordance with Schedule A (provided that, in this event, the date of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control shall be deemed the last day of the Performance Period solely for the purpose of calculating performance as set forth in Schedule A), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Performance Period in accordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the Company as soon as practicable provided in Section 2. For purposes of this Agreement, Cash Incentive Units that are deemed earned upon, and remain outstanding following the date of such a Change in Control pursuant to this Section 6, shall be referred to as “Assumed CIUs”. Notwithstanding anything in Section 1 to the contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as such term (or a similar term) is defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed CIUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to U.S. Federal Income Tax in respect of the Cash Incentive Units, in each case, that that any Restricted Stock Units Assumed CIUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, then such Assumed CIUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as such term (or a similar term) is defined in such agreement), then a portion of such Employee’s Assumed CIUs, equal to the full value of the Assumed CIUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed CIUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Cash Incentive Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4) (ix) if the Employee is a citizen of the United States or otherwise subject to U.S. Federal Income Tax in respect of the Cash Incentive Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as such term (or a similar term) is defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4)(ix) if the Employee is a citizen of the United States or otherwise subject to US Federal Income Tax in respect of the Restricted Stock Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance (including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in ControlReason, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason, then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that nothing have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Units that are not replaced by a Replacement AwardPerformance Share Units, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability death or RetirementDisability, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as such term (or a similar term) is defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that if the Employee is a citizen of the United States or otherwise subject to U.S. Federal Income Tax in respect of the Restricted Stock Units, any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Cash Incentive Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in Control, unless a Replacement Award is granted the Cash Incentive Units shall (i) be earned as determined in respect accordance with Schedule A (provided that, in this event, the date of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control shall be deemed the last day of the Performance Period solely for the purpose of calculating performance as set forth in Schedule A), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Performance Period in accordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the Company as soon as practicable provided in Section 2. For purposes of this Agreement, Cash Incentive Units that are deemed earned upon, and remain outstanding following the date of such a Change in Control pursuant to this Section 6, shall be referred to as “Assumed CIUs”. Notwithstanding anything in Section 1 to the contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to then such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed CIUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, if the Employee is a citizen of the United States or otherwise subject to U.S. Federal Income Tax in respect of the Cash Incentive Units, in each case, that that any Restricted Stock Units Assumed CIUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by reason of death, Disability or Retirement, then such Assumed CIUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed CIUs) by the Company without Cause or by the Employee for Good Reason (as defined in the Plan, except that nothing if the Employee is covered by a separate written agreement providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, then as defined in such agreement), then a portion of such Employee’s Assumed CIUs, equal to the full value of the Assumed CIUs multiplied by a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed CIUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Cash Incentive Units that are not replaced by a Replacement Award, (to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4) (ix) if the Employee is a citizen of the United States or otherwise subject to U.S. Federal Income Tax in respect of the Cash Incentive Units).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as such term (or a similar term) is defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement)Reason, the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control 883467v1 (US – 2/15) 2 event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d3(c) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter, unless pursuant to any deferral election made by the Director with respect to the Restricted Stock Units); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment Service of the Employee Director occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of EmploymentService, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment Service (but not later than 30 days thereafter, unless pursuant to any deferral election made by the Director with respect to the Restricted Stock Units); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix1.409A-3(j)(4)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason upon or within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, ,that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)1.409A-3(j)(4)(ix).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance(including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in ControlReason, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason, then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that nothing have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Units that are not replaced by a Replacement AwardPerformance Share Units, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted in respect without regard to performance, (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 5, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 5, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee's Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in ControlReason, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee's Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee's Assumed PSUs) by the Company without Cause or by the Employee for Good Reason, then a portion of such Employee's Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that nothing have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee's Assumed PSUs shall be governed by subsection (B) hereof). Nothing in this Section 5 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Units that are not replaced by a Replacement AwardPerformance Share Units, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment Service of the Employee Director occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of EmploymentService, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment Service (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).

Adjustment; Change in Control. In the event of certain transactions during the Restriction Performance Period, the Restricted Stock Performance Share Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a, subject to Section 3(d) of the Plan or any applicable successor provision under the Plan, upon the occurrence of a Change in ControlControl the Performance Share Units shall (i) be deemed earned in the number of Performance Share Units originally granted as provided in Section 1(a), unless a Replacement Award is granted without regard to performance(including additional Performance Share Units acquired upon reinvestment of dividends in respect accordance with Section 4), (ii) shall remain outstanding and shall vest and be subject to restriction until the end of the Restricted Stock Units (Performance Period in which case this clause (a) shall not applyaccordance with Section 1(b)(ii), and (iii) subject to this Section 6, shall be settled by the restrictions applicable to the Restricted Stock Company as provided in Section 2. For purposes of this Agreement, Performance Share Units shall lapse that are deemed earned upon, and such Restricted Stock Units shall become free of all restrictions and fully vested as of such remain outstanding following a Change in Control and pursuant to this Section 6, shall be settled referred to as soon as practicable following “Assumed PSUs”. Notwithstanding anything in Section 1 to the date of such Change in Control contrary, (but not later than 30 days thereafter); and (bA) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in ControlReason, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award Assumed PSUs shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, in each case, that that any Restricted Stock Units Assumed PSUs that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not only be so settled unless if the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and shall otherwise only be settled on the earliest date permissible under Section 409A of the Code; (it being understood B) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by reason of death, Disability or Retirement, then such Assumed PSUs shall become free of all restrictions and fully vested and shall be settled in accordance with Section 2 hereof; and (C) upon a Termination of Employment of the Employee occurring more than two years following the date of a Change in Control (but prior to the settlement of the Employee’s Assumed PSUs) by the Company without Cause or by the Employee for Good Reason, then a portion of such Employee’s Assumed PSUs, equal to the full value of the Assumed PSUs multiplied by a fraction, the numerator of which is the number of full and partial months that nothing have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period, shall become free of all restrictions and be vested and shall be settled in accordance with Section 2 hereof (for the avoidance of doubt, if an Employee who is eligible for Retirement incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, the vesting of such Employee’s Assumed PSUs shall be governed by 883057v1 (US – 2/15) 4 subsection (B) hereof). Nothing in this Section 5 6 shall preclude the Company from settling settling, upon a Change in Control Control, any Restricted Stock Units that are not replaced by a Replacement AwardPerformance Share Units, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).