Change in Control. Notwithstanding any other provision of the Plan to the contrary and unless otherwise provided in an Award Agreement, upon the occurrence of a Change in Control, the Administrator may, in its sole and absolute discretion, provide on a case by case basis that # all Awards shall terminate, provided that Participants shall have the right, immediately prior to the occurrence of such Change in Control and during such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to the vested portion of the Award net of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).

Merger or Change in Control. Notwithstanding any other provisionIn the event of a merger of the Plan to the contrary and unless otherwise provided in an Award Agreement, upon the occurrence ofCompany with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator may, in its sole and absolute discretion, provide ondetermines (subject to the provisions of the following paragraph) without a case by case basisParticipant’s consent, including, without limitation, that # all Awards shall terminate, providedwill be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; # upon written notice to a Participant, that Participants shall have the right,Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; # outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Change in Control and duringAward or realization of the Participant’s rights, then such reasonable period asAward may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to the vested portion of the Award net of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awardsdiscretion; or # any combination of the foregoing. In taking any of the event thatactions permitted under this Section 14.3, the Administrator doeswill not terminate or convert an Award uponbe obligated to treat all Awards, all Awards held by a Change in ControlParticipant, all Awards of the Company, then the Award shall be assumed,same type, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof). all portions of Awards, similarly.

Except as may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company (or an Affiliate) and a Participant, if a Change in Control. Notwithstanding any other provision ofControl occurs and a Participant's outstanding Awards are not continued, converted, assumed, or replaced by the Plansurviving or successor entity in such Change in Control, then immediately prior to the contraryChange in Control such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully vested and, as applicable, exercisable and unless otherwise provided inshall be deemed exercised immediately prior to the consummation of such transaction, and all forfeiture, repurchase and other restrictions on such Awards shall lapse immediately prior to such transaction. If an Award Agreement, upon the occurrencevests and, as applicable, is exercised in lieu of continuation, conversion, assumption or replacement in connection with a Change in Control, the Administrator may,shall notify the Participant of such vesting and any applicable deemed exercise, and the Award shall terminate upon the Change in Control. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a specific time in the future, including, without limitation, to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute discretion, provide on a case by case basisshall determine. For the avoidance of doubt, if the value of an Award that # all Awards shall terminate, provided that Participants shall haveis terminated in connection with this Section 12.2(d) is zero or negative at the right, immediately prior to the occurrencetime of such Change in Control and duringControl, such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that ParticipantsAward shall be entitled to a cash payment equal toterminated upon the Change in Control Price with respect to shares subject to the vested portionwithout payment of the Award net of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof). consideration therefor.

Change in Control. Notwithstanding any other provision of the Plan to the contrary and unless otherwise provided in an Award Agreement, upon the occurrence ofIf there is a Change inof Control, the Administrator may, without the consent or approval of any Eligible Participant, affect one or more of the following alternatives only, which may vary among individual Eligible Participants and which may vary among Awards held by any individual Eligible Participant: # provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Administrator determines) for an Award or the assumption of the Award, regardless of whether in its sole and absolute discretion, provide on a case by case basis thattransaction to which Section 424(a) of the Code applies; # all Awards shall terminate, provided that Participants shall have the right, immediately priorsubject to the occurrencerestrictions contained in the paragraph immediately below, provide for acceleration of the vesting and exercisability of, or lapse of restrictions, in whole or in part, with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such Changetransaction; or # subject to the restrictions contained in Controlthe paragraph immediately below, cancel any such Awards and during such reasonable period asto deliver to the Eligible Participants cash in an amount that the Administrator shall determine in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled to a cash paymentis equal to the Changefair market value of such Awards on the date of such event, which in Control Price with respect to shares subject to the vested portioncase of Options or SARs shall be the excess of the Award netFair Market Value of Shares on such date over the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolutionexercise price of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof). such Award.

Change in Control. Notwithstanding any other provision of the Plan to the contrary and unlessSection # Alternative Award. Unless otherwise provided in an Award Agreement, uponand other than with respect to the occurrence ofPerformance Award Conversion, no cancellation, acceleration or other payment shall occur in connection with a Change in Control,Control pursuant to [Section 11.3] with respect to any Award or portion thereof as a result of the Change in Control if the Administrator may,reasonably determines in its sole and absolute discretion, provide on a case by case basis that # all Awards shall terminate, provided that Participants shall have the right, immediatelygood faith, prior to the occurrence of the Change in Control, that such Award shall be honored or assumed, or new rights substituted therefor following the Change in Control and during such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate,(such honored, assumed or substituted award, an “Alternative Award”), provided that Participantsany Alternative Award must # give the Participant who held the Award rights and entitlements substantially equivalent to or better than the rights and terms applicable under the Award immediately prior to the Change in Control, including an equal or better vesting schedule and that Alternative Awards that are stock options have identical or better methods of payment of the exercise price thereof and a post-termination exercise period extending until at least the fifth anniversary of the Participant’s termination (or, if earlier, the expiration of the term of such stock options); # have terms such that if a Participant’s employment is involuntarily (i.e., by the Company or its successor other than for Cause) or constructively (i.e., by the Participant with Good Reason) terminated within the twenty-four (24) months following a Change in Control at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall be entitledimmediately vest in full and such Participant shall receive (as determined by the Board prior to the Change in Control) either # a cash payment equal in value to the Change in Control Price with respect to sharesexcess (if any) of the fair market value of the stock subject to the vested portionAlternative Award at the date of exercise or settlement over the price (if any) that such Participant would be required to pay to exercise such Alternative Award net ofor # publicly-traded shares or equity interests equal in value (as determined by the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards,Administrator) to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Changevalue in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof)clause (1).

Change in Control. Notwithstanding any other provisionIn order to preserve a Participant’s rights under an Award in the event of a change in control of the PlanCompany (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the contrary and unless otherwise provided in an Award Agreement, uponexercise or payment of the occurrence of a Change in Control, the Administrator may, in its sole and absolute discretion, provide on a case by case basis thatAward, # all Awards shall terminate, provided that Participants shall have the right, immediately priorproviding for payment to the occurrenceParticipant of such Change in Control and during such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled tocash or other property with a cash paymentFair Market Value equal to the Change in Control Price with respect to shares subject toamount that would have been received upon the vested portionexercise or payment of the Award net ofhad the Exercise Price thereof, if applicable, #Award been exercised or paid upon the change in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Change in Control of the Company, thencontrol, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or substantially equivalent Awards shall be substituted,new rights substituted therefor, by another entity, as the acquiring, or succeeding corporation (or an affiliate thereof). Committee may consider equitable to Participants and in the best interests of the Company.