Accelerated Vesting Events. Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:

Accelerated Vesting; Vesting Notwithstanding Termination. Your Restricted Stock will vest earlier than described in Paragraph 3(a), and such earlier vesting date shall also be considered a “Vesting Date,” under the following circumstances:

Accelerated Vesting and Payout. In the event Section 12(a) does not apply, upon a Change in Control: # all outstanding Options and Stock Appreciation Rights shall become vested and exercisable immediately prior to the Change in Control; # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately prior to the Change in Control; and # the Committee (as constituted prior to the Change in Control) shall provide that in connection with the Change in Control # each Option and Stock Appreciation Right shall be cancelled in exchange for an amount (payable in accordance with the following sentence) equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of the Change in Control over the Option Exercise Price for such Option or the base value/strike price applicable to such Stock Appreciation Right (provided, however, that in the case of a Tandem SAR, such excess shall be paid once rather than twice) and # each Restricted Stock and Restricted Stock Unit Award shall be cancelled in exchange for an amount (payable in accordance with the following sentence) equal to the Change in Control Price multiplied by the number of shares of Stock covered by such Award. Payment of any amounts calculated in accordance with this Section 12(b) shall be made in cash or, if determined by the Committee (as constituted prior to the Change in Control), in shares of the stock of the New Company having an aggregate fair market value (determined by such Committee in good faith) equal to such amount or in a combination of such shares of stock and cash. All amounts payable hereunder shall be payable in full, as soon as reasonably practicable, but in no event later than 10 business days, following the Change in Control.

If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board of Directors does not authorize or otherwise approve such acquisition, then the dates on which the Option becomes exercisable shall be accelerated and the Option will immediately and entirely vest, and the Holder will have the immediate right to purchase and/or receive any and all Common Stock subject to the Option on the terms set forth in this Agreement and Plan.

Accelerated Vesting Due to Acquisition. [If an Acquisition occurs while the Participant maintains a Business Relationship and this option has not fully vested, then commencing immediately prior to the closing of the Acquisition and at all times thereafter the Vesting Start Date hereunder shall be deemed to be the date that is months prior to the Vesting Start Date specified on the first page of this agreement.] If during the period ending six months after the closing date of an Acquisition, the Participant terminates his or her Business Relationship for Good Reason (as defined below) or [[Organization A:Organization]] or the acquiror terminates such Business Relationship without Cause (as defined below), then immediately upon such termination date [fifty percent (50%)] of the total number of shares subject to this option which were unvested immediately prior to such termination shall, upon such termination, become vested and thereafter exercisable in accordance with the terms hereof.

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:

Re: Accelerated Vesting Terms of Equity Awards

If Grantee dies, has a “separation from service” (within the meaning of Section 409A of the Code) from employment with all System Companies due to Disability, or is involuntarily terminated by his System Company Employer without Cause (each, an “Accelerated Vesting Event”), and Grantee has otherwise satisfied the Vesting Criteria through such Accelerated Vesting Event, then Grantee shall become vested in a Pro Rata Portion of the Restricted Units determined by multiplying the total number of Restricted Units by a fraction, the numerator of which is the number of days after the Effective Date that precede the Accelerated Vesting Event and the denominator of which is 1,096. If vesting is accelerated pursuant to this Section 4(a), the date of the Accelerated Vesting Event shall be considered the Vesting Date for purposes of this Agreement. Grantee shall be deemed to have satisfied the Vesting Criteria for the period that Grantee is continuously on an approved leave of absence immediately prior to the date he separates from service due to Disability.

Except as otherwise provided in an agreement with a Grantee, the Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock or Deferred Stock Units, then by reducing or eliminating any other remaining Parachute Payments.

All Accelerated Share Awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this [clause (E)](IV); provided, however, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Code Section 162(m), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of [[Organization A:Organization]]), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this [clause (E)](IV).