Change in Control. If: # any of the executive officers of Borrower should resign or be removed for any reason and an acceptable replacement officer is not appointed within 30-days thereof, unless written notice thereof shall be provided to Lender advising of any such occurrence and providing a corporate plan reasonably acceptable Lender on Borrower’s plan to address such situation, or # the Guarantor fails to own a majority of the equity interests (and accompanying voting control rights) of Borrower’s general partner.

Change in Control. “Change in Control” shall have the meaning set forth in the [[Company:Organization]] 2020 Incentive Award Plan.

Change in Control. Subject to any conflicting terms for a given performance share award or restricted stock unit award (which terms shall control and govern):

Change in Control. In lieu of the payments and benefits set forth in Section 4(b), in the event Executive’s employment terminates without Cause pursuant to Section 3(a)(iv), or due to

In the event that a Change in Control occurs prior to the Vesting Date, prior to the date on which any applicable Award LTIP Units have otherwise been forfeited, and prior to the Grantee’s Termination Date, and either # the Grantee’s Termination Date occurs on or within twenty-four (24) months following the Change in Control due to termination by the Company or the successor to the Company or a Related Company which is the Grantee’s employer for reasons other than Cause or # the Plan is terminated by the Company or its successor upon or following a Change in Control without provision for the continuation of this Award to the extent then unvested and outstanding, then the Award LTIP Units (or to the extent applicable such other award, security or right to payment into which such Award LTIP Units converted in connection with the Change in Control, as determined by the parties to such Change in Control) to the extent they have not otherwise cancelled or forfeited, shall immediately vest and the date of the vesting shall be the “Vesting Date.” Any Award LTIP Units that vest pursuant to this paragraph # shall be paid in accordance with the terms and conditions of this Agreement and the terms and conditions of the Plan.

Upon the occurrence of a change in control of the Company, all grants of Restricted Stock under the Plan shall vest in full and become unrestricted and nonforfeitable. In addition, all vesting restrictions on the credits made to the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or 4(d) shall lapse but the payout provisions of such credits shall not affected by such change in control. For purposes of this Section 11, a “change in control” shall have the meaning given to such term under [Section 16.4] of the PACCAR Inc Long Term Incentive Plan, as approved by the shareholders of the Company on April 20, 2011. In addition, the Board or the Committee may in its sole discretion terminate the deferral feature of the Plan within the 30 days preceding or the 12 months following a “change in control event” (as such term is defined in the Treasury regulations promulgated pursuant to [section 409A] of the Code) and pay out deferred amounts, in accordance with [Section 1.409A-3(j)(ix)(B)])] of the Treasury regulations promulgated pursuant to [section 409A] of the Code .

Change in Control. Upon a Change in Control, the Award shall become 100% vested and all Forfeiture Restrictions shall lapse.

Change in Control. In the event of a Change in Control, the Award shall be subject to the provisions of [Section 11.1] of the Plan. The Settlement Date for any portion of the Award that vests pursuant to this Section shall be within 90 days following the Termination Date.

Change in Control. The Company agrees that, if there is a Change in Control of the Company, then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. In the event that the Company is subject to a Change in Control, any unvested portion of the Option outstanding as of immediately prior to the Change in Control shall vest in full as of the Change in Control.