Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.

Effect of Change in Control. In the event a Change in Control occurs during prior to the Restriction Periodthird anniversary of the Date of Grant, any portion of the RSUs covered by this Agreement Option that is not exercisable at the time of the Change in Control shall become nonforfeitable exercisable to the extent provided in this Section 5. (a) The RSUs Option covered by this Agreement will become nonforfeitable exercisable in full immediately prior to the Change in Control (to the extent not already exercisable) if (i) (A) a Replacement Award is not provided to the Grantee Optionee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement Option (the “Replaced Award”) and (B) the Grantee Optionee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee Optionee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the GranteeOptionee’s termination of employment and (B) the GranteeOptionee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs Option in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee Optionee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodControl, the Grantee Optionee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee Optionee terminating employment for Good Reason or the Company terminating GranteeOptionee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable exercisable in full upon such termination. termination (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are extent not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8already exercisable).

Effect of Change in Control. In (a) Notwithstanding Section 3(a) above, if at any time before the event Option is fully vested or forfeited, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs during occurs, then the Restriction Period, unvested portion of the RSUs covered by this Agreement Option shall become nonforfeitable immediately exercisable, except to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee in accordance with Section 5(b) to replacecontinue, adjust replace or continue assume the Option covered by the Agreement (the “Replaced Award”). (b) For purposes of this Agreement, a “Replacement Award” means an award (i) of the same type (e.g., time-based stock options) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and if, upon or after receiving (v) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award and within a period of two years after the Change in Control but prior may be granted only to the end of extent it does not result in the Restriction Period, the Grantee experiences a termination of employment with the Company Replaced Award or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement failing to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(b) are satisfied will be deemed to be nonforfeitable at made by the time of such Change in Control and will be paid within 15 days of Committee, as constituted immediately before the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8its sole discretion.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Performance Period, the RSUs Performance Shares covered by this Agreement shall become nonforfeitable Vested to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if If either: (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs Performance Shares covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or ; or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to a Change in Control, the Performance Shares shall become Vested immediately prior to the Change in ControlControl at the target level. If a Replacement Award is provided, references to the RSUs Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Performance Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating the Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full Vested upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that Grantee’s termination of employment at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8target level.

Effect of Change in Control. In (a) Notwithstanding Section 3(a) above, if at any time before the event Option is fully vested or forfeited, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs during occurs, then the Restriction Period, unvested portion of the RSUs covered by this Agreement Option shall become nonforfeitable immediately exercisable, except to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee in accordance with Section 5(b) to replacecontinue, adjust replace or continue assume the Option covered by the Agreement (the “Replaced Award”). (a) For purposes of this Agreement, a “Replacement Award” means an award (i) of the same type (e.g., time-based stock options) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and if, upon or after receiving (v) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award and within a period of two years after the Change in Control but prior may be granted only to the end of extent it does not result in the Restriction Period, the Grantee experiences a termination of employment with the Company Replaced Award or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement failing to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(b) are satisfied will be deemed to be nonforfeitable at made by the time of such Change in Control and will be paid within 15 days of Committee, as constituted immediately before the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8its sole discretion.

Effect of Change in Control. In the event a Change in Control occurs during prior to the Restriction PeriodVesting Date and while Grantee is an employee of the Company or any Subsidiary, the RSUs PRSUs covered by this Agreement shall become nonforfeitable earned as provided in the following sentence if, in connection with such Change in Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the extent rights provided under this Agreement. The number of PRSUs earned by reason of a Change in this Control shall be as set forth above in Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior 1; provided, that the “Vesting Date” with respect to such event shall be the date of the consummation of the Change in Control if (ithe “Change in Control Date”) (A) a Replacement Award is not provided and the “Average Stock Price” with respect to such event shall be the Grantee in connection with Market Value Per Share of the Company’s Common Stock as of the Change in Control Date. Subject to replacethe following sentence, adjust or continue if the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ obligations of the Company under this Agreement remain unchanged or if the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a Subsidiary throughout substitute award with rights equivalent to the period beginning on rights provided under this Agreement, then no such acceleration shall apply and the Date terms of Grant this Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and ending on the date of Company; provided, that if the Company is not the surviving corporation following the Change in Control, the Average Stock Price shall be determined with respect to the market value of the common shares of stock of the successor corporation, as may be adjusted in accordance with Section [10] [12] of the Plan. Notwithstanding the foregoing, if, following a Change in Control, (i) the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement and (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodVesting Date, the Company, the successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee experiences a termination of employment with the Company terminates his or a Subsidiary of the Company by reason of the Grantee terminating her employment for Good Reason Reason, then a number of PRSUs (or a number of units subject to a substitute award) shall become earned as set forth in Section 1; provided, that the Company terminating “Vesting Date” with respect to such event shall be the date of termination of Grantee’s employment other than (the “Termination of Employment Date”) and the “Average Stock Price” with respect to such event shall be the volume-weighted Market Value Per Share of the Company’s Common Stock (or the successor corporation’s common shares of stock) for Causethe forty-five trading days immediately preceding the Termination of Employment Date. As used in this Agreement, the Replacement Award following terms shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify defined as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.follows:

Effect of Change in Control. In the event Notwithstanding any other provision of this Plan, if with respect to a Change in Control occurs during the Restriction Periodsurviving or successor entity does not agree to assume the outstanding Awards, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) all outstanding RSUs and Restricted Stock Awards shall become fully vested, (Aii) a Replacement all Option and SAR Awards shall become exercisable unless the Award is not provided to Agreement evidencing the Grantee in connection with the Change in Control to replaceAward provides otherwise, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (Biii) the Grantee remains performance requirements under any outstanding PSUs are waived and a Participant shall instead vest in his or her PSUs if he or she is employed on the continuous employ last day of the Company or a Subsidiary throughout the period beginning performance period. A participant who is employed on the Date last day of Grant the performance period will receive a cash payment with respect to his or her PSUs as if target performance had been attained and ending based on the value of Shares on the date of the Change in Control, or (ii) (A) . Such payment shall be made during the Grantee was a party period from January 1 to a severance agreement March 15 following the end of the performance period. If with the Company providing benefits in connection with respect to a Change in Control the surviving or successor entity does agree to assume the outstanding Awards and a Participant is involuntarily terminated without Cause prior to the twenty-four (a “Severance Agreement”24) at the time month anniversary of the GranteeChange in Control, then as of the date of the Participant’s termination of employment (i) all outstanding RSUs and Restricted Stock Awards held by the Participant shall fully vest, (ii) all Option and SAR Awards granted to the Participant shall become exercisable unless the Award Agreement evidencing the Award provides otherwise, and (Biii) PSU Awards shall be prorated based on the Grantee’s employment was terminated by number of full months in the Company (x) other than for Cause or pursuant performance period prior to such termination of employment. A Participant shall receive such prorated portion of any award amount that would otherwise have been received based on the Performance Goals attained at the end of the performance period. Unless otherwise provided in an individually negotiated arrangement after Award Agreement, Shares attributable to such prorated award shall be delivered during the Date of Grant, (y) period from January 1 to March 15 following the commencement end of any discussion with a third person that results in a Change in Control and (z) within twelve months the performance period. Notwithstanding the foregoing, this Section 8.6 shall not increase the extent to which an Award is vested or exercisable if the Participant’s termination of service occurs prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is Control and provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after that the Change in Control but prior shall not accelerate the payment date of any Award that is subject to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of Code section 409A unless the Change in Control are not subject to is a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change change in Control and will be paid within 15 days of the Change control event as defined in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution regulations under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.section 409A.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) If the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the a Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits RSUs covered by this Agreement will become nonforfeitable in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months full immediately prior to the Change in Control, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 1(f) to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and ifIf, upon or after receiving the a Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodAward, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company (or any of their successors) (as applicable, the “Successor”) by reason of the Grantee terminating employment for Good Reason or the Company Successor terminating Grantee’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the remaining vesting period for the Replacement Award, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.

Effect of Change in Control. In (a) If the event Company is not the surviving corporation following a Change in Control occurs during Control, and the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the surviving corporation following such Change in Control if or the acquiring corporation (isuch surviving corporation or acquiring corporation is hereinafter referred to as the “Acquiror”) (A) does not assume the outstanding Restricted Stock Award granted hereunder or does not substitute equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Options, then the Restricted Stock Award shall become immediately and fully vested. In addition, the Board of Directors or its designee may, in its sole discretion, provide for a Replacement Award is not provided cash payment to be made to the Grantee in connection with for the Change in Control to replace, adjust or continue outstanding Restricted Stock Award upon the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date consummation of the Change in Control, determined on the basis of the fair market value that would be received in such Change in Control by the holders of the Company's securities relating to such Restricted Stock. (b) If the Company is the surviving corporation following a Change in Control, or the Acquiror assumes the outstanding Restricted Stock Award granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Restricted Stock Awards, then the Restricted Stock Awards or such substitutes therefor shall remain outstanding and be governed by their respective terms and the provisions of the Plan. (c) If (i) the Grantee incurs a Termination of Employment without Cause within twenty-four (24) months following a Change in Control, and (ii) the Company is the surviving corporation following such Change in Control, or the Acquiror assumes the outstanding Restricted Stock Awards granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Restricted Stock Awards, then the outstanding Restricted Stock Awards shall become immediately and fully vested. (Ad) If (i) the Grantee was incurs a party to a severance agreement Termination of Employment with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than its Subsidiaries for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, within twenty-four (y24) months following the commencement of any discussion with a third person that results in a Change in Control and (zii) within twelve months prior to the Company is the surviving corporation following such Change in Control. If a Replacement Award is provided, references or the Acquiror assumes the outstanding Restricted Stock Awards or substitutes equivalent equity awards relating to the RSUs in this Agreement securities of such Acquiror or its affiliates for such Restricted Stock Awards, then the Restricted Stock Awards granted hereunder shall be deemed to refer to the Replacement Award after the Change in Controlterminate. (be) If In the event of a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior which occurs at a time when the Company is a participant in the TARP established pursuant to the end Emergency Economic Stabilization Act of the Restriction Period2008, the Grantee experiences provisions of this Section pursuant to which the Restricted Stock Award becomes immediately and fully vested upon a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are shall not subject be applicable to any Grantee who is a “substantial risk of forfeiture” (within the meaning of Section 409A senior executive officer or one of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days next five most highly compensated employees of the Change in Control; providedCompany, however, that if and to the extent such Change in Control would not qualify as acceleration constitutes a permissible date golden parachute payment and is then prohibited under the provisions of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8TARP.

Effect of Change in Control. In the event a Change in Control occurs during prior to the Restriction Periodthird anniversary of the Date of Grant, any portion of the RSUs covered by this Agreement Option that is not exercisable at the time of the Change in Control shall become nonforfeitable exercisable to the extent provided in this Section 5.. ​ (a) The RSUs Option covered by this Agreement will become nonforfeitable exercisable in full immediately prior to the Change in Control (to the extent not already exercisable) if (i) (A) a Replacement Award is not provided to the Grantee Optionee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement Option (the “Replaced Award”) and (B) the Grantee Optionee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee Optionee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the GranteeOptionee’s termination of employment and (B) the GranteeOptionee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs Option in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee Optionee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodControl, the Grantee Optionee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee Optionee terminating employment for Good Reason or the Company terminating GranteeOptionee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable exercisable in full upon such termination. termination (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are extent not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.already exercisable). ​

Effect of Change in Control. In the event a Change in Control occurs during prior to the Restriction Periodthird anniversary of the Date of Grant, any portion of the RSUs covered by this Agreement Option that is not exercisable at the time of the Change in Control shall become nonforfeitable exercisable to the extent provided in this Section 5. (a) The RSUs Option covered by this Agreement will become nonforfeitable exercisable in full immediately prior to the Change in Control (to the extent not already exercisable) if (i) (A) a Replacement Award is not provided to the Grantee Optionee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement Option (the “Replaced Award”) and (B) the Grantee Optionee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee Optionee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the GranteeOptionee’s termination of employment and (B) the GranteeOptionee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs Option in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee Optionee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodControl, the Grantee Optionee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee Optionee terminating employment for Good Reason or the Company terminating Granteethe Optionee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable exercisable in full upon such termination. termination (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are extent not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8already exercisable).

Effect of Change in Control. (a) In the event a Change in Control occurs during prior to the Restriction PeriodNormal Vesting Date or before such time when the PRSUs have been forfeited, the RSUs PRSUs covered by this Agreement shall become nonforfeitable earned and vested if, either (i) in connection with such Change in Control, the Successor does not assume the obligations of the Company under this Agreement in the manner described in Section 3(b) below or (ii) prior to the extent Change in Control, Grantee has died, become Permanently Disabled or has Retired or the Company terminates Grantee’s employment without Cause. Except as modified by the sentence which follows, the number of PRSUs earned and vested in such case shall be determined based on the performance matrix set forth in Section 2, provided that the last day of the Performance Period shall be the Measurement Date (i.e., the last day of the Performance Period in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full such case shall be the date immediately prior to the Change in Control if (i) (A) Control. In the case of Section 3(a)(ii), the Grantee shall vest in a Replacement Award is not provided number of PRSUs equal to the product of (x) the number of PRSUs in which Grantee would have vested in connection accordance with the Change in Control to replace, adjust or continue the award terms and conditions of RSUs covered by this Agreement (the “Replaced Award”Section 3(a) and (B) the if Grantee remains had remained in the continuous employ of the Company or a Subsidiary throughout the period beginning on from the Date of Grant until the Measurement Date and ending the Successor does not assume the obligations of the Company under this Agreement in the manner described in Section 3(b) below multiplied by (y) a fraction (in no case greater than 1) the numerator of which is the number of whole weeks from the Date of Grant through such date on which the Grantee has died, becomes Permanently Disabled, or has Retired, or is terminated without Cause and the denominator of which is . (b) The Successor shall be deemed to have assumed the obligations of the Company under the Agreement only where the Successor: (i) determines the number of shares of Company Common Stock that Grantee would be entitled to receive on the date Change of Control if the PRSUs became earned and vested on the Measurement Date pursuant to Section 3(a) above; (ii) the Successor converts that number of shares of Company Common Stock into a number of restricted stock units for the Successor’s stock that would have the same market value as the shares of Company Common Stock at the Measurement Date (the “Replacement RSUs”); and (iii) all of those Replacement RSUs for the Successor’s stock shall otherwise be subject to substantially the same terms and conditions after the Measurement Date as the terms and conditions applicable to the PRSUs immediately prior to the Measurement Date; provided however, that from and after the Measurement Date, the vesting of such Replacement RSUs shall cease to be subject to satisfaction of performance goals. (c) Subject to the following sentence, if the Successor assumes the obligations of the Company under the Agreement, then no such accelerated earning and vesting shall apply. Notwithstanding the foregoing, if (i) the Successor assumes the obligations of the Company under this Agreement in the manner described in this Section 3 and (ii) on or after the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodNormal Vesting Date, the Company, the Successor or any subsidiary of either terminates Grantee’s employment without Cause or Grantee experiences a termination of employment with the Company terminates his or a Subsidiary of the Company by reason of the Grantee terminating her employment for Good Reason or the Company terminating Grantee’s employment other than for CauseGrantee dies, becomes Permanently Disabled or is or becomes eligible to Retire, then the Replacement Award RSUs shall become immediately nonforfeitable in full upon such terminationearned and vested. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5.. ​ (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in ​ Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.. ​

Effect of Change in Control. In Upon the event Approval Date of a Change in Control occurs Control, all options on shares of Common Stock which have vested pursuant to this Agreement shall, irrespective of any provision of any Option Agreement, immediately and irrevocably vest and become exercisable as of the Approval Date (defined below) and shall continue to be exercisable during the Restriction Periodremaining term of the relevant Option Agreement, and Executive and his estate may by five (5) days advance written notice to the Corporation, irrespective of whether Executive is then employed by the Corporation or then living, and solely at the election of Executive or his estate, require the Corporation to, within thirty (30) days after a request by Executive or his estate, file a Form S-8 (or other appropriate form) with the Securities and Exchange Commission ("SEC") registering for resale all shares underlying stock options granted to Executive with all fees and expenses of such filing being paid by the Corporation. The Corporation shall use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable. Upon the Approval Date (as defined below) involving any agreement, transaction, or event which, when given effect, will constitute a Change in Control, the RSUs covered by options granted under this Agreement shall vest and become nonforfeitable exercisable and shall continue to be exercisable during the remaining term of the relevant Option Agreement in accordance with the following and consistent with the relevant Option Agreement and related Stock Option Plan notwithstanding any other provision herein to the extent provided in this Section 5. (a) The RSUs covered by this Agreement contrary: If the Corporation will become nonforfeitable in full immediately prior be the surviving organization pursuant to the Change in Control and cash, securities, or other property will be exchanged for shares of Common Stock, all of the Time Vested Options that were to vest during the Initial Term shall immediately vest and be exercisable if (i) (A) a Replacement Award is not provided the Approval Date occurs prior to the Grantee Renewal Date, all of the Renewal Term Options that were to vest during the Renewal Term shall immediately vest and be exercisable if the Approval Date occurs after the Renewal Date, and the Milestone Options which have not yet vested shall continue to vest in connection accordance with the Change in Control relevant Option Agreement; If the Corporation will not be the surviving organization pursuant to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time all of the Grantee’s termination of employment Time Vested Options that are to vest during the Initial Term shall immediately vest and (B) become exercisable if the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Approval Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months occurs prior to the Change in Control. If a Replacement Award is providedRenewal Date, references all of the Renewal Options that are to vest during the RSUs in this Agreement Renewal Term shall be deemed to refer to vest immediately and become exercisable if the Replacement Award Approval Date occurs after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced AwardRenewal Date, and if, upon or after receiving the Replacement Award and within a period fifty percent (50%) of two years after the Change in Control but prior to the end any Milestone Options that have not yet vested as of the Restriction PeriodApproval Date but for which the Initial Triggering Events (as defined below) have occurred, shall vest and become exercisable upon the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such terminationApproval Date. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Performance Period, the RSUs Performance Shares covered by this Agreement shall become nonforfeitable Vested to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) If the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the a Change in Control, a pro rata amount of Performance Shares (rounded down to the nearest whole Common Share), based on Grantee’s length of employment during the Performance Period, shall become Vested at the greater of (i) the target level or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated actual performance level, as determined by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months Committee as constituted immediately prior to the Change in ControlControl based on actual performance through the most recent date prior to the Change in Control for which achievement can be reasonably determined, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 1(i) to replace, adjust or continue the award of Performance Shares covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the RSUs Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and ifIf, upon or after receiving the a Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction PeriodAward, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company (or any of their successors) (as applicable, the “Successor”) by reason of the Grantee terminating employment for Good Reason or the Company Successor terminating Grantee’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the Performance Period for the Replacement Award, a pro rata amount of the Replacement Award (rounded down to the nearest whole Common Share) shall become Vested based on Grantee’s length of employment during the Performance Period, at the greater of (i) the target level or (ii) the actual performance level, as determined by the Committee as constituted immediately nonforfeitable prior to the Change in full upon such terminationControl based on actual performance through the most recent date prior to the termination for which achievement can be reasonably determined. Performance Shares that Vest in accordance with this Section 5(b) will be paid in accordance with Section 8(a) of this Agreement. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs Performance Shares that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable Vested at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under accordance with Section 409A(a)(2)(A8(a) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8this agreement.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating the Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.​ ​

Effect of Change in Control. In the event of a Change in Control occurs during the Restriction PeriodControl, the RSUs covered by surviving, continuing, successor or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under the Award or substitute for the Award a substantially equivalent award for the Acquiror’s stock. For purposes of this Agreement Section, the Award shall become nonforfeitable be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the extent provided in terms and conditions of the Plan and this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full Agreement, for each Share subject to the Award immediately prior to the Change in Control if Control, the consideration (iwhether stock, cash, other securities or property or a combination thereof) (A) to which a Replacement Award is not provided to holder of a share of Stock on the Grantee in connection with effective date of the Change in Control was entitled. Notwithstanding the foregoing, Shares acquired pursuant to replace, adjust or the Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue the award to be subject to all applicable provisions of RSUs covered by this Agreement (except as otherwise provided herein. To the “Replaced Award”) and (B) extent that an Award is assumed, continued or substituted for by the Grantee remains in Acquiror, such Award shall be subject to accelerated vesting if, during the continuous employ during the period commencing upon the consummation of the Company or a Subsidiary throughout the period beginning on the Date of Grant Change in Control and ending on the date occurring eighteen (18) months thereafter the Participant’s Service is terminated without Cause or the Participant terminates his or her Service for “Good Reason.” This accelerated vesting shall only be applicable if the Participant executes a separation agreement and release and such agreement and release becomes effective in accordance with its terms no later than sixty (60) days following such termination, in which event the accelerated vesting shall be effective on the date the separation agreement and release becomes effective. For purposes of this Agreement, “Good Reason” shall be defined as the occurrence of any of the following conditions without the Participant’s written consent, which condition(s) remain(s) in effect thirty (30) days after written notice to the Company from the Participant of such condition(s) and which notice must have been given within ninety (90) days following the initial occurrence of such condition(s): (i) a material diminution in the Participant’s authority, duties or responsibilities, causing the Participant’s position to be of materially lesser rank or responsibility as measured against the Participant’s authority, duties or responsibilities immediately prior to (A) such diminution, or (B) a Change in Control, or ; (ii) a material decrease in the Participant’s “Base Salary Rate” or “Annual Target Bonus Rate” (Asubject to applicable performance requirements with respect to the actual amount of the Annual Target Bonus Rate earned and paid) the Grantee was a party to a severance agreement with the Company providing benefits other than any such material decrease that occurs in connection with a Change in Control decrease that is imposed on all employees of the Participating Company Group (a “Severance Agreement”which shall include the Acquiror) at the time of the Grantee’s termination of employment and such decrease; or (Biii) the Granteerelocation of the Participant’s work place to a location that increases the regular commute distance between the Participant’s residence and work place by more than thirty (30) miles (one-way). In the event that a Participant continues his/her employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after one hundred eighty (180) days or more following the Change in Control but prior to the end occurrence of the Restriction Periodany condition constituting Good Reason, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for such condition shall no longer constitute Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such terminationReason. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.

Effect of Change in Control. In (a) If the event Company is not the surviving corporation following a Change in Control occurs during Control, and the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the surviving corporation following such Change in Control if or the acquiring corporation (isuch surviving corporation or acquiring corporation is hereinafter referred to as the “Acquiror”) (A) does not assume the outstanding Restricted Stock Award granted hereunder or does not substitute equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Options, then the Restricted Stock Award shall become immediately and fully vested. In addition, the Board of Directors or its designee may, in its sole discretion, provide for a Replacement Award is not provided cash payment to be made to the Grantee in connection with for the Change in Control to replace, adjust or continue outstanding Restricted Stock Award upon the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date consummation of the Change in Control, determined on the basis of the fair market value that would be received in such Change in Control by the holders of the Company's securities relating to such Restricted Stock. (b) If the Company is the surviving corporation following a Change in Control, or the Acquiror assumes the outstanding Restricted Stock Award granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Restricted Stock Awards, then the Restricted Stock Awards or such substitutes therefor shall remain outstanding and be governed by their respective terms and the provisions of the Plan. (c) If (i) the Grantee incurs a Termination of Employment without Cause within twenty-four (24) months following a Change in Control, and (ii) the Company is the surviving corporation following such Change in Control, or the Acquiror assumes the outstanding Restricted Stock Awards granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Restricted Stock Awards, then the outstanding Restricted Stock Awards shall become immediately and fully vested. (Ad) If (i) the Grantee was incurs a party to a severance agreement Termination of Employment with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than its Subsidiaries for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, within twenty-four (y24) months following the commencement of any discussion with a third person that results in a Change in Control and (zii) within twelve months prior to the Company is the surviving corporation following such Change in Control. If a Replacement Award is provided, references or the Acquiror assumes the outstanding Restricted Stock Awards or substitutes equivalent equity awards relating to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time securities of such Change in Control and will be paid within 15 days of Acquiror or its affiliates for such Restricted Stock Awards, then the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8Restricted Stock Awards granted hereunder shall terminate.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Performance Period, the RSUs Performance Shares covered by this Agreement shall become nonforfeitable Vested to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if If either: (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs Performance Shares covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary - 2 - throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or ; or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to a Change in Control, a pro rata amount of Performance Shares (rounded down to the nearest whole Common Share), based on Grantee’s length of employment during the Performance Period, shall become Vested immediately prior to the Change in ControlControl at the greater of (A) the target level or (B) actual performance level, as determined by the Committee as constituted immediately prior to the Change in Control based on actual performance through the most recent date prior to the Change in Control for which achievement can be reasonably determined. If a Replacement Award is provided, references to the RSUs Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Performance Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, a pro rata amount of the Replacement Award (rounded down to the nearest whole Common Share) shall become Vested based on Grantee’s length of employment during the Performance Period, at the greater of (i) the target level or (ii) the actual performance level, as determined by the Committee as constituted immediately nonforfeitable prior to the Change in full upon such terminationControl based on actual performance through the most recent date prior to the termination for which achievement can be reasonably determined. Performance Shares that Vest in accordance with this Section 5(b) will be paid in accordance with Section 8(a) of this Agreement. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs Performance Shares that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable Vested at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under accordance with Section 409A(a)(2)(A8(a) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8this agreement.

Effect of Change in Control. In the event of a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on after the Date of Grant and ending on but prior to the end of the Performance Period, the Grantee shall be deemed to have earned 100% of the Deferred Shares granted hereunder as of the date of the Change in Control, or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement such earned Deferred Shares shall be deemed to refer to payable in the Replacement Award after the Change in Control. (b) If a Replacement Award is provided form of Common Shares. The Deferred Shares earned under this Section 6 shall be paid to the Grantee to replaceas soon as practicable following the end of the Performance Period, adjust but in all events by the last day of the fiscal year following the last fiscal year of the Performance Period, only if the Grantee remains employed by the Corporation or continue a Subsidiary as of the Replaced Awardend of the Performance Period, and otherwise such earned Deferred Shares shall be forfeited; provided, that if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Performance Period, the Grantee experiences a termination of Grantee’s employment with the Company Corporation or a Subsidiary of the Company is terminated by reason of the Grantee terminating employment as a “Termination for Good Reason Cause,” the Grantee is terminated by the Corporation other than as a “Termination for Cause,” or the Company terminating Grantee’s employment other than for Causewith the Corporation or a Subsidiary terminates under the circumstances set forth in Section 7(a) through 7(d) hereof, then the Replacement Award Deferred Shares earned under this Section 6 shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding . Notwithstanding anything in this Agreement Section 6 to the contrary, any outstanding RSUs in connection with a Business Combination the result of which is that at the time Corporation Common Stock and Voting Stock is exchanged for or becomes exchangeable for securities of another entity, cash or a combination thereof, if the entity resulting from such Business Combination does not assume the Deferred Shares evidenced hereby and the Corporation’s obligations hereunder, or replace the Deferred Shares evidenced hereby with a substantially equivalent security of the Change in Control are not subject to a “substantial risk entity resulting from such Business Combination, then the Deferred Shares evidenced hereby shall become immediately nonforfeitable as of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies immediately prior to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8Business Combination.

Effect of Change in Control. In Notwithstanding the event provisions of Section 2, if while the Recipient is employed by Staples (1) a Change in Control of Staples occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable on or prior to the extent provided in this Award Date, then the greater of (X) a number of Shares determined as if the Target FY 2009 EPS were achieved or (Y) the number of Shares determined to be issuable under Section 5. (a2(b) The RSUs covered by of this Agreement will become nonforfeitable be awarded and fully vest or (2) if a Change in full immediately Control of Staples occurs after the Award Date but prior to a Vesting Date, all unvested Shares will fully vest, in each case, if: (i) At the time the Change in Control if (i) is deemed to occur, the Recipient: (A) a Replacement Award Is not offered employment with the Surviving Corporation (or is not provided allowed to continue his or her employment, if the Grantee Surviving Corporation is Staples) in connection with a position (1) in which the title, employment duties and responsibilities, conditions of employment, and the level of compensation and benefits are at least equivalent to those in effect during the 90-day period immediately preceding the Change in Control to replaceand (2) that does not involve a relocation of the Recipient's principal place of employment of more than an additional 50 miles from the Recipient's primary residence at the time of the Change in Control, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”) and or (B) Does not accept (or continue) employment with the Grantee remains in the continuous employ Surviving Corporation (regardless of the Company position, compensation or location) (other than as a Subsidiary throughout the period beginning on the Date result of Grant and ending on retirement); or (ii) Within one year following the date of the Change in Control, or (ii) the Recipient either: (A) Is discharged without Cause; or (B) Resigns or retires because his or her title or employment duties and responsibilities are diminished, his or her conditions of employment are adversely changed, the Grantee was a party to a severance agreement with the Company providing level of his or her compensation and benefits in connection with a Change in Control (a “Severance Agreement”) are reduced, or his or her principal place of employment is relocated by more than an additional 50 miles from his or her primary residence at the time of the Grantee’s termination Change in Control. Vesting of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or Shares pursuant to an individually negotiated arrangement after the Date of Grant, clause (yi) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months above will be effective immediately prior to the Change in Control. If a Replacement Award is providedVesting of Shares pursuant to clause (ii) above will be effective upon the date of discharge, references resignation or retirement. The effective date for vesting pursuant to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code7(b) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as considered a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8Vesting Date hereunder.

Effect of Change in Control. In the event of a Change in Control occurs during the Restriction employment of the Participant prior to the termination of the Performance Period, the RSUs covered by this Agreement Performance Units shall become nonforfeitable to the extent provided in this Section 5.vested as follows: (a) The RSUs covered If the Participant is a participant in Xxxxxx Tire & Rubber Company’s Change in Control Severance Pay Plan (the “Severance Plan”), the Performance Units shall also become vested only as provided in the Severance Plan. (b) If the Participant is not a participant in the Severance Plan upon the occurrence of a Change in Control, the Participant shall receive: (i) any outstanding Performance Units which have been notionally earned by this Agreement will become nonforfeitable in full immediately or allocated or awarded to the Participant for a calendar year or Performance Period or Measurement Period completed prior to the date of the Change in Control if but have not yet been paid (ior settled in the case of Performance Stock Units), based on the achievement of Performance Goals for such completed calendar year, Performance Period, or Measurement Period; and (ii) (A) a Replacement Award is any outstanding Performance Units which have not provided been notionally earned by or allocated or awarded to the Grantee in connection with Participant for an uncompleted calendar year, Performance Period, or Measurement Period, assuming achievement of Performance Goals at Target, prorated for the Change in Control to replace, adjust or continue number of full and partial months (on a fractional basis based on the award number of RSUs covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains days in the continuous employ applicable month) between the commencement date of the Company current uncompleted calendar year, Performance Period, or a Subsidiary throughout the period beginning on the Date of Grant Measurement Period and ending on the date of the Change in Control, or (ii) (A) . The Performance Cash Units shall be paid to the Grantee was a party to a severance agreement with Participant on the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) 5th day following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior the Performance Stock Units shall be paid to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that Participant at the same time (and in the same form) as Xxxxxx Tire & Rubber Company pays the per-share merger consideration to holders of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8its Common Shares.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Performance Period, the RSUs Performance Shares covered by this Agreement shall become nonforfeitable Vested to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if If either: (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs Performance Shares covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or ; or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other ​ ​ than for Cause or pursuant to an individually negotiated arrangement after the Date of GrantXxxxx, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to a Change in Control, the Performance Shares shall become Vested immediately prior to the Change in ControlControl at the target level. If a Replacement Award is provided, references to the RSUs Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Performance Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Granteethe Xxxxxxx’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full Vested upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that Grantee’s termination of employment at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8target level.

Effect of Change in Control. In the event of a Change in Control occurs during the Restriction Period, the RSUs covered by term of this Agreement shall become nonforfeitable to the extent provided in this Section 5.Award: (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to If the Change in Control if (i) (A) a Replacement Award Company is not provided the surviving or successor entity, then the surviving or successor entity (or its parent entity) may assume or replace the Award (with such adjustments as may be required or permitted by Section 18), subject to Section 12(c) below. If the Grantee Company is the surviving entity, this Award shall continue in accordance with its terms, subject to Section 12(c). For purposes of this Section 12(a), the Award shall be considered assumed or replaced if, in connection with the Change in Control to replaceand in a manner consistent with Code Section 409A, adjust or continue either (i) the award of RSUs covered contractual obligations represented by this Agreement are expressly assumed by the surviving or successor entity (or its parent entity) with appropriate adjustments to the “Replaced Award”) number and (B) type of securities subject to the Grantee remains in Award and the continuous employ Exercise Price thereof that preserve the intrinsic value of the Company or a Subsidiary throughout Award existing at the period beginning on the Date of Grant and ending on the date time of the Change in Control, or (ii) (A) you have received a comparable equity- based award that preserves the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time intrinsic value of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to the Change in Control. If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, the Replacement Award shall become immediately nonforfeitable in full upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that existing at the time of the Change in Control are not and is subject to terms and conditions, including those applicable to vesting and exercisability, that are substantially equivalent to those to which this Award is subject. To the extent the Award was vested prior to the Change in Control, it shall be exercisable as a “substantial risk of forfeiture” (within UAR as provided in Section 3(a) notwithstanding the meaning of Section 409A continuation, assumption or replacement of the CodeAward. (b) will be deemed to be nonforfeitable If the Company is not the surviving or successor entity, and if this Award is not assumed or replaced in connection with a Change in Control, then the Award shall become fully vested and fully exercisable as a UAR for the period of time provided in Section 3(a), and shall terminate at the time end of such period of exercisability. (c) If the Company is the surviving entity in a Change in Control, or if the Award is assumed or replaced under the circumstances described in Section 12(a), and if within two years after the Change in Control you experience an involuntary termination of employment for reasons other than Cause or you terminate your employment for Good Reason, then the Award shall immediately become fully vested and will fully exercisable in accordance with its terms and shall remain exercisable for three months following your termination of employment. (d) If and to the extent this Award is exercised as a UAR in accordance with Section 3(a) under the circumstances specified in either Section 12(a) or Section 12(b), payment of the Aggregate Appreciation Amount shall be paid within 15 days made to you using the same form(s) of consideration provided to Unit holders generally in connection with the Change in Control transaction, provided that (i) the Committee may, to the extent that the consideration provided to Unit holders generally is other than cash, provide for the payment of some or all of the corresponding portion of the Aggregate Appreciation Amount in cash, and (ii) to the extent the consideration provided to Unit holders generally is other than cash or readily tradable securities, payment shall be made in cash of a portion of the Aggregate Appreciation Amount equal to your required withholding taxes in connection with the UAR exercise. Payment of any amount under this Section 12(d) shall be made on the same schedule and subject to the same terms, including subjecting such payment to escrow or holdback terms, as are applicable to payments of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(Aconsideration to the Company’s Unit holders generally. (e) of If and to the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied extent this Award is exercised pursuant to Section 812(c), it shall be exercisable as a UAR consistent with Section 3(c)(2) if the Units or other underlying securities are then Publicly Traded, and exercisable as an Option consistent with Section 4(b) if the Units or other underlying securities are not then Publicly Traded.

Effect of Change in Control. In the event a Change in Control occurs during the Restriction Performance Period, the RSUs Performance Shares covered by this Agreement shall become nonforfeitable Vested to the extent provided in this Section 5. (a) The RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control if If either: (i) (A) a Replacement Award is not provided to the Grantee in connection with the Change in Control to replace, adjust or continue the award of RSUs Performance Shares covered by this Agreement (the “Replaced Award”) and (B) the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of the Change in Control, or ; or (ii) (A) the Grantee was a party to a severance agreement with the Company providing benefits in connection with a Change in Control (a “Severance Agreement”) at the time of the Grantee’s termination of employment and (B) the Grantee’s employment was terminated by the Company (x) other than for Cause or pursuant to an individually negotiated arrangement after the Date of Grant, (y) following the commencement of any discussion with a third person that results in a Change in Control and (z) within twelve months prior to a Change in Control, a pro rata amount of Performance Shares (rounded down to the nearest whole Common Share), based on Grantee’s length of employment during the Performance Period, shall become Vested immediately prior to the Change in ControlControl at the greater of (A) the target level or (B) actual performance level, as determined by the Committee as constituted immediately prior to the Change in Control based on actual performance through the most recent date prior to the Change in Control for which achievement can be reasonably determined. If a Replacement Award is provided, references to the RSUs Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If a Replacement Award is provided to the Grantee to replace, adjust or continue the Replaced Award, and if, upon or after receiving the Replacement Award and within a period of two years after the Change in Control but prior to the end of the Restriction Performance Period, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company by reason of the Grantee terminating employment for Good Reason or the Company terminating Grantee’s employment other than for Cause, a pro rata amount of the Replacement Award (rounded down to the nearest whole Common Share) shall become Vested based on Grantee’s length of employment during the Performance Period, at the greater of (i) the target level or (ii) the actual performance level, as determined by the Committee as constituted immediately nonforfeitable prior to the Change in full upon such terminationControl based on actual performance through the most recent date prior to the termination for which achievement can be reasonably determined. Performance Shares that Vest in accordance with this Section 5(b) will be paid in accordance with Section 8(a) of this Agreement. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs Performance Shares that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable Vested at the time of such Change in Control and will be paid within 15 days of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under accordance with Section 409A(a)(2)(A8(a) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8this agreement.