Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination:

Agreement - Jellison - EVP - 2021

Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the ​ Group or any member of the ​ Group.

Terminations of Employment Which Give Rise to Separation Benefits Under This Plan. A Participant shall be entitled to Separation Benefits as set forth in Section 4.2 below if, at any time during the two-year period immediately following a Change in Control, the Participant’s employment is terminated # by the Employer for any reason other than Cause, death, or Disability or # by the Participant for Good Reason.

Qualifying Termination after a Change of Control. During the Employment Period, if the Executive incurs a CIC Qualifying Termination, then in addition [[Organization B:Organization]] Accrued Benefits, and subject [[Organization B:Organization]] signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable within the Release Period:

Separation From Service after a Change in Control: If a Participant experiences a Separation From Service (other than for cause) within 24 months after a Change in Control, the provisions of Section 9(a) shall not apply and:

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

Change in Control. Any Change in Control shall occur;

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