Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to # two (2) times Employee's average annual cash compensation (including base salary and annual cash incentive awards, but excluding the award, exercise, vesting or settlement of stock options or other equity-based awards) for the three completed fiscal years (or lesser number of fiscal years if the Employee's employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus # the amount of the Employee's earned but unused vacation time.

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.

Change in Control. If a Change in Control occurs after the Grant Date but before the Scheduled Vesting Date and your Service continues to the date of the Change in Control, the provisions of [Section 12] of the Plan shall apply, including those providing for benefits upon termination of Service for Good Reason.

Change in Control. “Change in Control” means one of the following:

Change of Control. The holders of the capital ownership of the [[Organization A:Organization]] as of the date hereof cease to own and control, directly and indirectly, at least 90% of the capital ownership of the [[Organization A:Organization]].

Change in Control. A Change in Control shall have occurred unless otherwise consented to by [[Organization B:Organization]]; or

Change in Control. In the event of a Change in Control, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s stockholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions:

Upon a Change in Control, all Restrictions upon the Units shall lapse and such Units shall immediately vest unless the surviving entity has made adequate provision (with the determination as to such adequacy to be made in the discretion of the Committee) in the acquisition agreement or other written agreement to assume and convert such Units to the surviving entity’s equity securities.