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Change in Control” shall mean a “Change in Ownership,” “Change in Effective Control,” or “Change in Ownership of a Substantial Portion of Assets,” as defined by Treasury Regulation 1.409A-3(i)(5), except a Change in Effective Control shall not be considered to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than the “30 percent” threshold provided for in the regulation).

Change in Controlshall meanmeans a Change in Ownership,” “Change in Effective Control,”changein the ownership or Change in Ownershipeffective control” or “in the ownership of a Substantial Portionsubstantial portion of Assets,” as defined bythe assets” of the Company, within the meaning of Treasury RegulationReg. [[Section 1.409A-3(i)(5), except a Change in Effective Control shall not be considered to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than the “30 percent” threshold provided for in the regulation)])]])].

Change in Controlshall meanmeans a Changechange in Ownership,” “Changethe ownership or effective control of the Company, or in Effective Control,” or “Change in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,” as defined by Treasury Regulationthe assets of the Company within the meaning of Treas. Reg. [[section 1.409A-3(i)(5), except a Change in Effective Control shall not be considered to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than])]])] as determined by the 30 percent” threshold provided for in the regulation).Company.

Change in Control” shall mean

For purposes of this [Section 10.2], a “Change of Control of the Company” means a “change in Ownership,” “Change in Effective Control,” or “Change in Ownershipthe ownership” (within the meaning of a Substantial Portion of Assets,” as defined by Treasury Regulation Section 1.409A-3(i)(5), except(v)) of the Company, a Changechange in Effective Control shall not be considered to have occurred for purposeseffective control” (within the meaning of this Plan unless there had been at leastTreasury Regulation Section 1.409A-3(i)(5)(vi)) of the Company, or a 35 percentchange in equity ownership (rather than the “30 percent” threshold provided forchange in the regulation).ownership of a substantial portion of the assets” (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)) of the Company.

Change in Controlshall meanmeans a Changechange in Ownership,the ownership,Changechange in Effective Control,effective control,” or Changechange in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,the assets,” as defined by Treasury Regulation 1.409A-3(i)(5), except a Changedetermined in Effective Control shall not be considered to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather thanaccordance with the 30 percent” threshold provided for in the regulation).applicable regulations under Code Section 409A.

Notwithstanding the foregoing provisions of this definition of Change in Control” shall mean a “Change in Ownership,” “Change in Effectiveof Control,” or “Change in Ownership for purposes of a Substantial Portion of Assets,” as defined by Treasury Regulation 1.409A-3(i)(5), exceptthis Agreement, a Change in Effectiveof Control shall not be considereddeemed to have occurred for purposes of this Planoccur unless there had been at leastsuch event or events would also be a 35 percentchange in equity ownership (rather than the “30 percent” threshold provided forchange in the regulation)ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation” under Treasury Regulation Section 1.409A-3(i)(5).

Change in Control” shall meanhave the meaning set forth in the 2021 Omnibus Incentive Plan, as it may be amended from time to time; provided that to the extent required for compliance with Section 409A of the Code, in no event will a ChangeChange in Ownership,” “ChangeControl be deemed to have occurred if such transaction is not also a “change in Effective Control,”the ownership or Changeeffective control of” or “a change in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,”the assets of” as defined bydetermined under Treasury RegulationRegulations Section 1.409A-3(i)(5), except a Change in Effective Control shall not be considered (without regard to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than the “30 percent” threshold provided for in the regulation)any alternative definition thereunder).

Change in Control” shall mean a Changechange in Ownership,” “Change in Effective Control,” or “Change in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,”the assets of Employer such that any one Person, or more than one Person acting as defineda group (as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations thereunder) (Code Section 409A, together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof, “[Section 409A]”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by Treasury Regulation 1.409A-3(i)(5), exceptsuch Person or Persons) assets from Employer that have a Change in Effective Control shall not be consideredtotal gross fair market value equal to have occurred for purposesor more than 80% of this Plan unless there had been at leastthe total gross fair market value of all of the assets of Employer immediately before such acquisition or acquisitions; or # a35 percent change in equity ownership (rather than the 30 percent” threshold provided for in the regulation).effective control of Employer such that any one Person, or more

Change in Controlshall meanmeans a Changechange in Ownership,” “Changethe ownership or effective control of the Company or the Affiliate that employs you, or in Effective Control,” or “Change in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,” as defined by Treasury Regulationthe assets of the Company or the Affiliate that employs you within the meaning of Treas. Reg. [[section 1.409A-3(i)(5), except a Change in Effective Control shall not be considered to have occurred for purposes of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than])]])] as determined by the 30 percent” threshold provided for in the regulation).Company.

"Change in Control” shall meanControl" means a Changechange in Ownership,” “Changethe ownership of the Company, a change in Effective Control,”effective control of the Company, or Changea change in Ownershipthe ownership of a Substantial Portionsubstantial portion of Assets,”the Company’s assets, each as defined by Treasury Regulation 1.409A-3(i)(5), except a Changedetermined in Effective Control shall not be considered to have occurred for purposesaccordance with Section 409A of this Plan unless there had been at least a “35 percentchange in equity ownership (rather than the 30 percent” threshold provided for in the regulation).Code.

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