Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee.

Other Termination Events. The Executive hereby agrees that no severance compensation shall be payable upon termination of the Executive’s employment with the Company # by the Company with Cause; # by the Executive without Good Reason; or # as a result of the Executive’s death or Permanent Disability, and the Executive hereby waives any claim for severance compensation except as set forth in Section 4(b).

Change In Control. For purposes of this Agreement, “Change In Control” shall mean the occurrence of any of the following events:

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

In the event of a Key Employee’s Termination of Employment following a Change of Control, the Company shall issue the Key Employee a number of shares of Common Stock equal to the Grant Number of Restricted Stock Units.

In the event of a Change of Control, if the Change of Control occurs prior to the last day of the Applicable Performance Period (the “End Date”), the Committee will determine the size of the Performance Pool for each outstanding Performance Period in accordance with Section 2.2 and the Total Value of the Awards in accordance with Section 2.3 no later than the date of consummation of the Change of Control; provided that # the Positive TSR requirement set forth in Section 2.4(c), (d) or (e) shall no longer apply to either the Immediate Vesting Amount or the Deferred Vesting Amount and # if the Valuation Date occurs upon the date of a Change of Control on or before the first anniversary of the Initial Date with respect to the applicable Performance Period, the Total Value of each Award for such Performance Period shall be prorated by multiplying it by a fraction # the numerator of which is the number of days elapsed between the Initial Date and the date of the Change of Control and # the denominator of which is 365. For avoidance of doubt, in the event of a Change of Control, the performance of all calculations and actions pursuant to Sections 2.2 and 2.3 hereof using the applicable Valuation Date shall be conditioned upon the final consummation of such Change of Control.

If a Change in Control of Employer shall occur, then # the Board shall grant and allocate the full amount of any then-ungranted or unallocated portion of the Reserved 40% no later than immediately before the date of such Change in Control; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee; and # any and all options, rights or awards under any of Employer’s incentive compensation plans that have been granted to, and that have not been forfeited by, Employee before the date of such Change in Control (including, for the avoidance of doubt, any awards granted or allocated in accordance with the preceding [clause (a) of this Section 8(d)(i)]) shall be deemed to have vested in full as of immediately before the date of such Change in Control.

Change of Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a Change of Control:

For the purposes of this Section 17: