Common use of Company No Longer Exists Clause in Contracts

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year); (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs PSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs PSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs PSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d4(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUsPSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year); (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this award, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2016 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 3, 4, 5 and 3 6 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award Award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any accrued dividend equivalents dividends and interest as follows: (i) The amount underlying this award Award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents dividends as of the date of the Change of Control; (ii) Interest on this award Award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award Award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardAward, including interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2017, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year15, 2017); (iv) If the Participant retired (as described in Section 2(d5(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a9(a) of this Agreement, the Participant shall immediately receive payment under this award Award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardAward, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c9(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardAward, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardAward, including interest (if any), nor will immediately be entitled to payment for, any RSUsforfeited.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs PSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs PSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs PSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d4(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUsPSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, (b), 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datepayment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d4(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datepayment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d4(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2008 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as followsdividends shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount underlying this award as of the date of the Change of Control nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in January on the last day of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year)Performance Period; (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disability; (viv) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement9(c)) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six months following the Participant’s termination of employment to the extent required by Code Section 409A; and (viivi) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (viv) above, the nonqualified deferred compensation, plus interest, will immediately be forfeited. Upon such a Change of Control that occurs after December 31, 2008, the Participant shall not will receive payment an immediate distribution of this award, including interest (if any), nor be entitled cash equal to payment for, any RSUsthe value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the earned Performance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datepayment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this award, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year); (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) 59961097v.2 78539968v.3 or (vi) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2012 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as follows: (i) The amount underlying this award dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2013, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);thereafter. (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disability; (viv) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement9(c)) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six months following the Participant’s termination of employment to the extent required by Code Section 409A; and (viivi) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (viv) above, the Participant shall not receive payment of this awardnonqualified deferred compensation, including interest (if any)plus interest, nor will immediately be entitled to payment for, any RSUsforfeited.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period of Restriction in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePeriod of Restriction, or as soon as practicable thereafter (but in no event later than March 15 December 31 immediately following the last day of such calendar yearthe Period of Restriction); (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (viv) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of Control, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (viivi) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (viv) above, the Participant shall not receive payment of this award, including interest (if any), nor be entitled to payment for, any RSUs.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award Award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents dividends and interest as follows: (i) The amount underlying this award Award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents dividends as of the date of the Change of Control; (ii) Interest on this award Award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Xxxx Xxxxxx Journal from the date of the Change of Control until this award Award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Vesting Period, this awardAward, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award Award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardAward, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this awardAward, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardAward, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2017 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 3, 4, 5 and 3 6 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award Award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any accrued dividend equivalents dividends and interest as follows: (i) The amount underlying this award Award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents dividends as of the date of the Change of Control; (ii) Interest on this award Award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award Award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Vesting Period, this awardAward, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date2018, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year15, 2018); (iv) If the Participant retired (as described in Section 2(d5(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a9(a) of this Agreement, the Participant shall immediately receive payment under this award Award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardAward, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c9(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this awardAward, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardAward, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2014 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as follows: (i) The amount underlying this award dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2015, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year)thereafter; (iv) If the Participant retired (as described in Section 2(d5(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a9(a) of this Agreement, the Participant shall immediately receive payment under this award the nonqualified deferred compensation, plus interest, upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c9(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six (6) months following the Participant’s termination of employment to the extent required by Code Section 409A; and (vii) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardnonqualified deferred compensation, including interest (if any)plus interest, nor will immediately be entitled to payment for, any RSUsforfeited.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2013 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as follows: (i) The amount underlying this award dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2014, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);thereafter. (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disabilitydisability; (viv) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement9(c)) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six months following the Participant’s termination of employment to the extent required by Code Section 409A; and (viivi) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (viv) above, the Participant shall not receive payment of this awardnonqualified deferred compensation, including interest (if any)plus interest, nor will immediately be entitled to payment for, any RSUsforfeited.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2018 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 3, 4, 5 and 3 6 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award Award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any accrued dividend equivalents dividends and interest as follows: (i) The amount underlying this award Award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents dividends as of the date of the Change of Control; (ii) Interest on this award Award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award Award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Vesting Period, this awardAward, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date2019, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year15, 2019); (iv) If the Participant retired (as described in Section 2(d5(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a9(a) of this Agreement, the Participant shall immediately receive payment under this award Award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardAward, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c9(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this awardAward, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardAward, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2011 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as follows: (i) The amount underlying this award dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2012, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);thereafter. (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disability; (viv) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement9(c)) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six months following the Participant’s termination of employment to the extent required by Code Section 409A; and (viivi) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (viv) above, the Participant shall not receive payment of this awardnonqualified deferred compensation, including interest (if any)plus interest, nor will immediately be entitled to payment for, any RSUsforfeited.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 2, 3, 4 and 3 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows: (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control; (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datepayment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year immediately following the calendar year that includes last day of the Grant DatePerformance Period, or as soon as practicable thereafter (but in no event later than March 15 of such the calendar yearyear immediately following the last day of the Performance Period); (iv) If the Participant retired (as described in Section 2(d4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c8(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPeriod, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or or (vi) above, the Participant shall not receive payment of this award, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUsPerformance Share Units.

Company No Longer Exists. Upon a Change of Control which occurs on or before the last day of the Vesting Period December 31, 2015 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 the Target Number of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs Performance Share Units awarded as set forth in the Notice to Section 1(b) of this Agreement plus any the accrued dividend equivalents and interest as follows: (i) The amount underlying this award dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features: (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number Target Number of RSUs Performance Share Units awarded as set forth in the Notice to section 1(b) of this Agreement plus the additional RSUs Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Controldividends; (ii) Interest on this award the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award such nonqualified deferred compensation is distributed or forfeited; (iii) If the Participant remains employed with the Company or its successor until the Payment Datelast day of the Performance Period, this awardthe nonqualified deferred compensation, including plus interest, shall be paid to the Participant in an immediate lump sum in on January of the third calendar year following the calendar year that includes the Grant Date1, 2016, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year)thereafter; (iv) If the Participant retired (as described in Section 2(d5(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a9(a) of this Agreement, the Participant shall immediately receive payment under this award the nonqualified deferred compensation, plus interest, upon such Change of Control; (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such death or Disability; (vi) If the Participant has a qualifying termination (as defined in Section 6(c9(c) of this Agreement) before the last day of the Vesting Period or retires (as described in Section 2(d) of this Agreement) after the Change of ControlPerformance Period, the Participant shall immediately receive payment under this awardthe nonqualified deferred compensation, including interest (if any)plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six (6) months following the Participant’s termination of employment to the extent required by Code Section 409A; and (vii) In the event the Participant terminates employment before the end of the Vesting Performance Period for any reason other than as described in Sections (iv), (v) or (vi) above, the Participant shall not receive payment of this awardnonqualified deferred compensation, including interest (if any)plus interest, nor will immediately be entitled to payment for, any RSUsforfeited.