Accelerated Vesting; Change in Corporate Control. To the extent you have not previously vested in your rights with respect to this Award, your Award will become:

Accelerated Vesting upon Change in Control. In the event of a “Change in Control” of ​ during the Restricted Period, the unvested Restricted Stock Units then outstanding shall immediately become fully vested and the underlying shares of Common Stock shall be issued to the Employee. The term “Change in Control” shall have the following meaning assigned to it in this Agreement. A “Change in Control” of ​ shall have occurred if # any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than ​, any trustee or other fiduciary holding securities under an employee benefit plan of ​ or any corporation owned, directly or indirectly, by the stockholders of ​ in substantially the same proportions as their ownership of stock of ​), either is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ​ representing 30% or more of the combined voting power of ​’s then outstanding securities, # during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new Director (other than a Director designated by a person who has entered into an agreement with ​ to effect a transaction described in [clause (i), (iii) or (iv)])])] of this subparagraph) whose election by the Board of Directors or nomination for election by ​’s stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, unless the approval of the election or nomination for election of such new Directors was in connection with an actual or threatened election or proxy contest, # the stockholders of ​ approve a merger or consolidation of ​ with any other corporation, other than # a merger or consolidation which would result in the voting securities of ​ outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of ​ or such surviving entity outstanding immediately after such merger or consolidation or # a merger or consolidation effected to implement a recapitalization of ​ (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of ​’s then outstanding securities or # the stockholders of ​ approve a plan of complete liquidation of ​ or an agreement for the sale or disposition by ​ of all or substantially all of ​’s assets or any transaction having a similar effect. Notwithstanding the foregoing, if any payment due under this [Section 3] is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under U.S. Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but issuance of the shares subject to the award shall be delayed until the end of the Restriction Period.

Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:

Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:

Accelerated Vesting. Notwithstanding [Section 4(a)], the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.

Accelerated Vesting. Notwithstanding the provisions of [Section 4] hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to [Section 4] hereof will become nonforfeitable and payable to Grantee pursuant to [Section 7] hereof earlier than the time provided in [Section 4] hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including the release requirement described in [Section 5] of this Agreement:

Accelerated Vesting. Subject to [Section 9.03] below, in the event that # a Change in Control occurs and # a Participant’s employment or service is terminated by the Company, its successor or an affiliate thereof without Cause or is terminated by the Participant for Good Reason (if applicable), in each case on or after the effective date of the Change in Control but prior to the second anniversary of the Change in Control, then any unvested portion of such Participant’s Account shall vest in full regardless of such Participant’s vested status under the Savings Plan.

Section # Accelerated Vesting and Payment. Except as otherwise provided in this [Article XI] or in an Award Agreement, upon a Change in Control:

Corporate Change. In the event that a Corporate Change occurs prior to any portion of the Restricted Stock Units becoming vested, 100% of the unvested Restricted Stock Units shall immediately become vested and shall be settled as set forth in [Section 5].