Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this [subsection (a)], the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this [subsection (a)]. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”(“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%)50% of the total voting power of the stock of the Company; provided, however, that for purposes of this ​,subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than fifty percent (50%)40% of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event willshall not be considered a Change inof Control under this ​.clause (i). For this purpose, indirect beneficial ownership willshall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or # Change in Effective Control of the Company. If the Company has a class of securities registered under Section 12 of the Securities and Exchange Act of 1934, as amended, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

A change in the ownership of the CompanyCompany, which occurs on the date that any one person,person or more than one person acting as a group (“Person”),(within the meaning of the Regulations under Section 409A of the Code) acquires ownership of the stock of the Company that, together with the stock held by such Person,person or group, constitutes more than fifty percent (50%)50% of the total voting power of the stock of the Company; provided, however, that for purposesCompany. Notwithstanding the foregoing, if any one person or group is considered to own more than 50% of this ​,the total voting power of the stock of the Company, the acquisition of additional stock by any one Person, whothe same person or group is not considered to owncause a change in the ownership of the Company or a change in the effective control of the Company (within the meaning of [Section 1(h)(2)] of this Program). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires ownership of more than fifty percent (50%)50% of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this ​. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

“Change in OwnershipControl” shall be deemed to have occurred if # there is a change of the Company. A change in the ownership of the Company which occurs on the date that anyas a result of one person, or more than one person acting as a group (“Person”), acquiresgroup, acquiring ownership of the stock of the Company that, together with the stock held by such Person,person or group, constitutes more than fifty percent (50%)50% of the total fair market value or total voting power of the stock of the Company;Company, provided, however, that for purposes of this [subsection (a)], the acquisition of additional stock by any one Person,a person or group who is considered to own more than fifty percent (50%)already owns 50% of the total fair market value or total voting power of the stock of the Company willshall not be considered a Change in Control; provided, further,# notwithstanding that anythe Company has not undergone a change in ownership as described in subsection # above, there is a change in the ownership of the stockeffective control of the Company as a result of either # one person, or more than one person acting as a private financinggroup, acquiring (or having acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)possessing 30% or more of the total voting power of the stock of the CompanyCompany, or # a majority of the ultimate parent entitymembers of the Company, such event willBoard is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of appointment or election, provided, however, that in either case the acquisition of additional control by a person or group who already is considered to effectively control the Company shall not be considered a Change in Control under this [subsection (a)]. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting fromControl; or # there is a change in ownership of a substantial portion of the voting securitiesCompany’s assets as a result of one person, or more corporations or other business entities which ownthan one person acting as a group, acquiring (or having acquired during the Company, as12 month period ending on the case may be, either directly or through onedate of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more subsidiary corporationsthan 40% of the total gross fair market value of all the assets of the Company immediately before such acquisition or other business entities;acquisitions, provided, however, that there is no Change in Control if the transfer of assets is to the shareholders of the Company or an entity controlled by the shareholders of the Company.

Change) "Change in OwnershipControl" shall be deemed to have occurred if # there is a change of the Company. A change in the ownership of the Company which occurs on the date that anyas a result of one person, or more than one person acting as a group (“Person”), acquiresgroup, acquiring ownership of the stock of the Company that, together with the stock held by such Person,person or group, constitutes more than fifty percent (50%)50% of the total fair market value or total voting power of the stock of the Company;Company, provided, however, that for purposes of this [subsection (a)], the acquisition of additional stock by any one Person,a person or group who is considered to own more than fifty percent (50%)already owns 50% of the total fair market value or total voting power of the stock of the Company willshall not be considered a Change in Control; provided, further,# notwithstanding that anythe Company has not undergone a change in ownership as described in subsection # above, there is a change in the ownership of the stockeffective control of the Company as a result of either # one person, or more than one person, acting as a private financinggroup, acquiring (or having acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)possessing 30% or more of the total voting power of the stock of the CompanyCommon, or # a majority of the ultimate parent entitymembers of the Company, such event willBoard is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of appointment or election, provided, however, that in either case the acquisition of additional control by a person or group who already is considered to effectively control the Company shall not be considered to a Change in Control under this [subsection (a)]. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting fromControl; # there is a change in ownership of a substantial portion of the voting securitiesCompany's assets as a result of one person, or more corporationsthan one person acting as a group, acquiring (or having acquired during the 12 month period ending on the date of the most recent acquisition) assets from the Company # constituting substantially all the assets of either of the Company’s two business units, or # that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately before such acquisition or acquisitions; or # the sale, spinoff, or other disposition of either of the Company’s two business entities which ownunits, provided, however, that there is no Change in Control if the Company, astransfer of assets is to the case may be, either directlyshareholders of the Company or through one or more subsidiary corporations or other business entities; oran entity controlled by the shareholders of the Company.

“Change of Control” shall mean, in Ownershipone or a series of the Company. Atransactions (i) a change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”(“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this [subsection (a)(i)], the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change inof Control; provided, further, that anyor (ii) a change in the ownership of the stocka substantial portion of the Company as a resultCompany’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of a private financing ofthe most recent acquisition by such person or persons) assets from the Company that is approved byhave a total gross fair market value equal to or more than fifty percent (50%) of the Board also will not be considered a Change in Control. Further, iftotal gross fair market value of all of the stockholdersassets of the Company immediately beforeprior to such acquisition or acquisitions; provided, however, that for purposes of this [subsection (ii)], the following will not constitute a change in the ownership continueof a substantial portion of the Company’s assets: (A) a transfer to retainan entity that is controlled by the Company’s stockholders immediately after the change in ownership, in substantiallytransfer, or (B) a transfer of assets by the same proportions as their ownership of sharesCompany to: (1) a stockholder of the Company’s voting stock immediately priorCompany (immediately before the asset transfer) in exchange for or with respect to the change in ownership, direct or indirect beneficial ownership ofCompany’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the CompanyCompany, or (4) an entity, at least fifty percent (50%) of the ultimate parent entitytotal value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this [subsection (ii)], gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such eventassets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing provisions of this definition, a transaction will not be considereddeemed a Change of Control unless the transaction qualifies as a change in Control under this [subsection (a)]. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownershipcontrol event within the meaning of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or[Section 409A] (as defined below).

“Change in OwnershipControl” means the occurrence of any of the Company. A change infollowing events: # any sale or exchange of the ownershipcapital stock by the stockholders of the Company which occurs on the date that anyin one person,transaction or more than one person acting as a group (“Person”), acquires ownershipseries of the stock of the Company that, together with the stock held by such Person, constitutesrelated transactions where more than fifty percent (50%) of the totaloutstanding voting power of the stockCompany is acquired by a person or entity or group of related persons or entities; or # any reorganization, consolidation or merger of the Company where the outstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; or # the consummation of any transaction or series of related transactions that results in the sale of all or substantially all of the assets of the Company; provided, however, that for purposesor # any “person” or “group” (as defined in the Securities Exchange Act of this [subsection (a)],1934, as amended (the “Exchange Act”) becoming the acquisition“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of additional stock by any one Person, who is considered to ownsecurities representing more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further,then outstanding. Except that any change in the beneficial ownership of the stocksecurities of the Company as a result of a private financing of the Company that is approved by the Board also willBoard, shall not be considereddeemed to be a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this [subsection (a)]. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

The date that any one person,person or more than one person acting as a group (“Person”),(within the meaning of the Regulations under Section 409A of the Code) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of the stock of the Company that, together with the stock held by such Person, constitutespossessing 30% or more than fifty percent (50%) of the total voting power of the stock ofCompany. Notwithstanding the Company; provided, however, that for purposes of this ​, the acquisition of additional stock byforegoing, if any one Person, whoperson or group is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)30% or more of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or group is not considered to cause a change in the effective control of the Company or a change in ownership of the ultimate parent entityCompany (within the meaning of Section 1(h)(1) of this Program). Notwithstanding the Company, such event will not be consideredforegoing, a Change in Control under this ​. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting fromshall not be deemed to occur solely because any person acquires ownership of more than 30% of the total voting securitiespower of one or more corporations or other business entities which own the Company,stock of the Company as a result of the case may be, either directly or through one or more subsidiary corporations or other business entities; oracquisition by the Company of stock of the Company which, by reducing the number of shares outstanding, increases the percentage of shares beneficially owned by such person; provided, that if a Change in Control would occur as a result of such an acquisition by the Company (if not for the operation of this sentence), and after the Company's acquisition such person becomes the beneficial owner of additional stock of the Company that increases the percentage of outstanding shares of stock of the Company owned by such person, a Change in Control shall then occur.

“Change in Ownershipof Control” means the occurrence of either of the Company. A change in the ownership of the Company which occurs on the date thatfollowing events: # any one person, or more than one person acting as a group (“Person”),group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fiftypossessing 30 percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this ​, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the CompanyCompany, or # a majority of the ultimate parent entitymembers of the Company, such event willCompany’s Board of Directors is replaced during a 12-month period by directors whose appointment or election is not be consideredendorsed by a Change in Control under this ​. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownershipmajority of the voting securitiesmembers of onethe Company’s Board of Directors before the date of the appointment or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; orelection.

“Change in OwnershipControl” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Company. A change inSecurities Exchange Act of 1934 and the ownershiprules of the Company which occursUnited States Securities and Exchange Commission thereunder as in effect on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this ​, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownershiphereof) of fifty percent (50%) or more of the totalaggregate ordinary voting power represented by the issued and outstanding Equity Interests of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this ​. For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; orCompany.