Change in Control. In the event of a Change of Control (as defined herein) of Employer, Employee may voluntarily terminate employment with Employer until the expiration of the 18 month period after the Change of Control for "Good Reason" and be entitled to receive # any compensation already due and earned but not yet paid through the date of termination and # in lieu of any further salary payments from the date of termination, an amount equal to Termination Compensation times 1.00. Such amounts will be payable at the times such amounts would have been paid in accordance with the payroll practices of Employer applicable to its officers and will be paid out in regular payroll installments over the course of 18 months. In addition, in the event of a Change of Control coupled with "Good Reason", Employee shall be entitled to receive health insurance coverage from Employer on the same terms as were in effect immediately prior to Employee's termination for a period of 18 months subject to any later changes in coverage applicable to all employees.

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).

Change of Control. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock that may be required:

Change in Control. In the event of a Change in Control, the following provisions will apply:

Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning set forth in the Executive Severance and Change of Control Plan, as may be amended pursuant to its terms from time to time.

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

Change of Control. If a Change of Control occurs after the Grant Date while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:

Change of Control. There occurs any Change of Control; or

Change of Control. Any Change of Control shall occur.LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.

. The Performance-Based Restricted Stock Units may be subject to accelerated vesting and settlement in connection with a Change of Control to the extent provided in Section 10 of the Plan.