Change in Control. In the event of a Change in Control, all Restricted Stock Units which have not vested on the date of such Change in Control shall immediately vest.

Change in Control. Notwithstanding anything to the contrary in Section 4(b), in the event Executive’s employment terminates without Cause pursuant to Section 3(a)(iv), or pursuant to Section 3(a)(v) due to Executive’s resignation for Good Reason, in either case, within 60 days prior to or 12 months following the date of a Change in Control, subject to Executive signing on or before the 21st day following Executive’s Separation from Service, and not revoking, the Release, and Executive’s continued compliance with Section 5, Executive shall be entitled to receive, # without duplication, the payments and benefits described in Section 4(b); and # all unvested equity or equity-based awards held by Executive under any Company equity compensation plans that vest solely based on the passage of time shall immediately become 100% vested (for the avoidance of doubt, with any such awards that vest in whole or in part based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement).

Change in Control. “Change in Control” shall have the meaning set forth in the version of the [[Company:Organization]] 2015 Incentive Award Plan in effect on the Effective Date.

Change in Control. For purposes of the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following events:

Change in Control. Any Change in Control shall occur.

Immediately prior to a Change in Control, each Outside Director will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Outside Director and the Company or any of its Subsidiaries or Parents, as applicable.

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

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

In the event of a Change in Control, the Committee is authorized, and has sole discretion, as to any Award at the time such Award is granted hereunder or any time thereafter, to provide that # all outstanding Awards shall become fully vested and exercisable; # all restrictions applicable to all Awards shall terminate or lapse; and # performance goals applicable to any Awards shall be deemed satisfied at target level (or actual level, if higher).

Upon a Change in Control occurring during the Restriction Period while Grantee is an employee of the Company or a Subsidiary or during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to [Section 4(a), 4(b), 4(d) or 4(e)])], to the extent the PRSUs have not been forfeited, then, notwithstanding any provision of this Agreement (including Exhibit A) to the contrary, # the Committee as constituted immediately before such Change in Control shall determine and certify the number of earned PRSUs in accordance with Exhibit A to this Agreement based on achievement of the Performance Metrics as of the date of the Change in Control (the “Change in Control Payout Level”), and # a number of the PRSUs will Vest (except to the extent that a Replacement Award is provided to Grantee for the PRSUs to continue, replace or assume the PRSUs covered by this Agreement) equal to the product of # the number of PRSUs earned at the Change in Control Payout Level, multiplied by # a fraction (in no case greater than 1), the numerator of which is the number of whole months from the first day of the Performance Period through the date of the Change in Control, and the denominator of which is 36, but in no event may negative discretion be exercised with respect to the number of PRSUs Vested. Any PRSUs that are not earned and do not Vest in accordance with this Section 4(c)(i) shall terminate and be forfeited (except to the extent that a Replacement Award is provided). PRSUs that Vest in accordance with this Section 4(c)(i) will be paid as provided for in Section 6 of this Agreement.