General: Notwithstanding any other provision in the Plan to the contrary, and except as otherwise provided in Section 14(b), the following provisions shall apply in the event of a Change of Control (except to the extent, if any, otherwise required under Code [Section 409A] or provided in an Award Agreement):

Change of Control. Any Change of Control shall occur;

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

Change of Control. In the event of # any transaction or series of related transactions (including any reorganization, merger or consolidation) by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act (as defined below)) of effective control (whether through legal or beneficial ownership of capital stock of the Borrower, by contract or otherwise) that results in the transfer of 33% or more of the outstanding voting power of the Borrower, # the Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with the Borrower and, after giving effect to such transaction, the stockholders of the Borrower immediately prior to such transaction own less than 66% of the aggregate voting power of the Borrower or the successor entity of such transaction, or # a sale of all or substantially all of the assets of the Borrower to another person or entity ((i), (ii) and (iii) together, a “Change of Control”), this Note shall be automatically due and payable in full, immediately. The Borrower will give the Holder not less than twenty (20) business days prior written notice of the occurrence of any events referred to in this Section 1.4. The Holder acknowledges that the capital raising and restructuring transactions that are occurring on or about the date of this Note shall not be considered a Change of Control.

Change of Control. There occurs any Change of Control.

Change of Control. The provisions of this [Section 5] shall apply in lieu of, and expressly supersede, other than with respect [[Organization B:Organization]] requirement for the execution and delivery of a Separation Agreement and Release, the provisions of [Section 4] regarding severance pay and benefits upon a Qualifying Termination, if a Qualifying Termination occurs within twenty-four (24) months after the occurrence of a Change of Control (“CIC Qualifying Termination”). This [Section 5] shall terminate and be of no force or effect beginning twenty-four (24) months after the occurrence of a Change of Control.

Change of Control. There occurs any Change of Control.

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

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

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