the date of a Post-Separation Change of Control.

Qualifying Termination Prior to A Change of Control. If the Executive incurs a Qualifying Termination during the Employment Period and prior to a Change of Control, then in addition [[Organization B:Organization]] Accrued Benefits, and subject [[Organization B:Organization]] Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory [[Organization B:Organization]] (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within sixty (60) days of the Date of Termination (the “Release Period”):

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

Severance Benefits upon a Termination in Connection with a Change in Control. If your employment is terminated by ​ without Cause (as defined below, and other than as a result of death or disability), or you resign your employment with ​ for Good Reason (as defined below), in either case within three (3) months prior to (and contingent upon the consummation of the Change in Control), in connection with, or within twelve (12) months following the effective date of a Change in Control (a “CIC Termination”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h), a “Separation from Service”), and further provided that you execute and allow to become effective a standard employment release agreement releasing ​ (and its successor and affiliates) from any and all claims you may have against such entities related to or arising in connection with your employment (a “Release”), then you shall be entitled to the following severance benefits (the “CIC Benefits”):

In the event that: # the Employer separates the Executive's service other than as a result of Disability and other than for Cause, or the Executive separates his or her service for Good Reason; and # the Executive's separation from service occurs in anticipation of or within one year after a Change in Control, then the Employer shall pay the Executive the severance benefits described in this Section 2. The Executive's separation from service shall be deemed to be in anticipation of a Change in Control if it occurs within the twelve (12) month period prior to the occurrence of the Change in Control. Notwithstanding the foregoing, if the payment of the severance benefits would result in an excess parachute payment as defined under Code Section 280G, then the amount of the severance benefits to be paid to the Executive shall be reduced to an amount equal to the maximum dollar amount that can be paid to the executive without causing the payment of an excess parachute payment.

In the event of a Key Employee’s Termination of Employment following a Change of Control, the Company shall issue the Key Employee a number of shares of Common Stock equal to the Grant Number of Restricted Stock Units.

Change in Control. If a Change in Control occurs after the Grant Date but before the Scheduled Vesting Date and your Service continues to the date of the Change in Control, the provisions of [Section 12] of the Plan shall apply, including those providing for benefits upon termination of Service for Good Reason.

Change in Control. “Change in Control” means one of the following:

If a Change in Control of Employer shall occur, then # the Board shall grant and allocate the full amount of any then-ungranted or unallocated portion of the Reserved 40% no later than immediately before the date of such Change in Control; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee; and # any and all options, rights or awards under any of Employer’s incentive compensation plans that have been granted to, and that have not been forfeited by, Employee before the date of such Change in Control (including, for the avoidance of doubt, any awards granted or allocated in accordance with the preceding [clause (a) of this Section 8(d)(i)]) shall be deemed to have vested in full as of immediately before the date of such Change in Control.