Alternative Awards. No cancellation, acceleration of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur with respect to any outstanding Award upon a Change in Control if the Committee reasonably determines, in good faith, prior to the Change in Control, that such outstanding Awards shall be honored or assumed, or new rights substituted therefor (such honored, assumed, or substituted Award being hereinafter referred to as an “Alternative Award”) by the Company or the New Company, as applicable, provided that any Alternative Award must:

Section # Alternative Awards. NoAward. Unless otherwise provided in an Award Agreement, and other than with respect to the Performance Award Conversion, no cancellation, acceleration of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur in connection with a Change in Control pursuant to [Section 11.3] with respect to any outstanding Award uponor portion thereof as a result of the Change in Control if the CommitteeAdministrator reasonably determines,determines in good faith, prior to the occurrence of the Change in Control, that such outstanding AwardsAward shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed,assumed or substituted Award being hereinafter referred to asaward, an “Alternative Award”) by the Company or the New Company, as applicable,, provided that any Alternative Award must: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 immediately 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 excess (if any) of the fair market value of the stock subject to the Alternative 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 or # publicly-traded shares or equity interests equal in value (as determined by the Administrator) to the value in [clause (1)].

In the event of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur with respect to any outstanding Award upon a Change in Control ifof the Committee reasonably determines, in good faith, prior toCompany, the Committee, as constituted before such Change in Control, that suchshall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards shall be honoredand at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefor (such honored, assumed,therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award being hereinafter referredshall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstanding as an “Alternative Award”) by the Company orCommittee deems appropriate to reflect such Change in Control and to retain the New Company, as applicable, provided that any Alternative Award must:economic value of the Award.