Change in Control. In the event of a Change in Control, then the Restricted Stock Units shall vest or continue as set forth in the Plan.

Except as provided in clause (ii), below, in the event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, the Restricted Stock Units subject to this Agreement shall become immediately vested as of the date of the Change in Control.

Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the Vesting Date, and if you have not previously forfeited your Award under Section 4 below, one hundred percent (100%) of all Restricted Stock Units subject to this Award shall vest.

In the event of a Change in Control, the Restricted Stock shall be treated in accordance with Section 11 of the Plan (including, without limitation, the vesting provisions set forth in Section 11.3); provided that, immediately prior to the Change in Control, the Committee may determine that the Restricted Stock Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 11.1 of the Plan, and immediately prior to the Change in Control, the Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan).

Change in Control. Notwithstanding the foregoing provisions of this Agreement, in the event that a Change in Control (as defined below) occurs prior to a Vesting Date, all unvested Restricted Stock Units then outstanding (and not previously forfeited) shall immediately vest, and Participant shall be entitled to receive a payment of all corresponding Shares of Common Stock. Such payment shall be made promptly following the date of the Change in Control. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:

Accelerated Vesting. The Restricted Stock Units shall fully vest upon a Change of Control or upon the death of the Participant, subject to the Participant’s continued Service through such date.

Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Restricted Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, all unvested Restricted Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Restricted Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, all unvested Restricted Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Restricted Stock Units shall be settled in accordance with Section 3 of this Agreement.

In the event of a Change in Control of the Company at any time on or after the Grant Date, the terms of the Plan shall control the vesting of any Shares of Restricted Stock which have not become vested in accordance with Section 3 or 4 hereof.

Change of Control. In the event of a Change of Control prior to vesting of any Restricted Stock Units, the Committee may in its discretion take such actions with respect to such Restricted Stock Units as it deems appropriate, provided that such actions do not cause the settlement of any Restricted Stock Units to be subject to any additional tax under Section 409A of the Code.

Change of Control. In the event of any Change of Control, whether the consideration therefor is cash, securities or a combination thereof, all Restricted Stock shall be deemed to have become fully vested immediately prior to the date of such Change of Control.