In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, shall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award.

In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, shall provide for anin its sole discretion and without the consent of the Participant, may, as to any outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards andAward, either at the greater of target or actual performance levels for performance-based Awards) in the eventtime the Award is not assumed,made or new rights substituted therefore,any time thereafter, take any one or more of the following actions: # provide for acceleration of the vesting, delivery and exercisability of, and the lapse of time-based and/or performance-based vesting restrictions with respect to, any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the acquiringCommittee; # provide for the purchase, settlement or surviving corporation in such Change in Control; and shall causecancellation of any such assumptionAward by the Company, for an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or substitution torealization of such Participant's rights had such Award been currently exercisable or payable; # provide thatfor the assumed or substitutedreplacement of any such Stock-settled Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shalla cash-settled Award; # make such adjustmentsadjustment to Awardsany such Award then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award. Award; or # cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control.

In the event of a Change in ControlControl, except as otherwise set forth in an applicable Award Agreement, the surviving or purchasing corporation or other entity (or ultimate parent thereof), as the case may be (the “buyer”), may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding Awards, or substitute such Awards with substantially equivalent Awards covering shares of the Company,buyer’s stock, with terms no less favorable than the Committee,terms of the Awards they replace. Except as set forth in an applicable Award Agreement, in the event that outstanding and unvested Awards or portions thereof are not assumed or substituted in connection with a Change in Control, such Awards or portions thereof shall immediately vest and shall be settled in cash, Shares, or a combination thereof, as determined by the Committee (as constituted beforeimmediately prior to the Change in Control), within twenty (20) days following such Change in Control,Control (except to the extent that settlement of an Award must be made pursuant to its original schedule or following a six-month delay in order to comply with Code §409A), notwithstanding that the applicable performance period, retention period or other restrictions and conditions have not been completed or satisfied. Except as otherwise set forth in the applicable Award Agreement, any performance criteria associated with Awards that are not assumed or substituted in connection with a Change in Control shall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-be deemed satisfied based Awards and aton the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award. projected performance.

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a Changechange in Controlcontrol of the Company,Company (as defined by the Committee, as constituted beforeCommittee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such Changeactions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in Control,control, whereupon the Award shall provide for an outstandingterminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to become fully vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is notbe assumed, or new rights substituted therefore,therefor, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstandinganother entity, as the Committee deems appropriatemay consider equitable to reflect such ChangeParticipants and in Control and to retain the economic valuebest interests of the Award. Company.

InUpon the eventoccurrence of a Change in Control, Awards under the Plan that are not Assumed by the person(s) or entity(s) effecting the Change in Control shall become fully vested and exercisable on the date of the Company, the Committee, as constituted before such Change in Control, any restrictions that apply to such Awards shall provide for an outstandinglapse, and any performance-based Award shall be deemed to become fully vested, settled, and/or exercisable (in full for time-be satisfied based Awards and at the greater of target oron actual performance levels for performance-based Awards) inthrough the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greaterdate of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition,Control if such performance is determinable in the Committee shall make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic valuejudgement of the Award. Committee, and based on target level performance if actual performance is not determinable. Payment with respect to such Awards shall be made as follows:

InAssumption or Replacement. If the eventCompany is the surviving entity and an outstanding Award is not adjusted as necessary to preserve the intrinsic value of athe Award or if the Company’s successor does not irrevocably assume the Company’s obligations under this Plan or replace the outstanding Awards with Awards having substantially the same intrinsic value and having terms and conditions no less favorable to the Participant than those applicable to the Awards immediately prior to the Change in Control ofthen, without any action by the Company,Committee or the Committee, as constituted beforeBoard, each such Change in Control, shall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards and atgranted under the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted AwardPlan shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards)immediately vested and, if applicable, exercisable, in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award. full.

InAwards not Assumed or Substituted by Surviving Entity. Upon the eventoccurrence of a Change in Control of the Company, the Committee, as constituted before such Change in Control, shall provide for an outstanding Awardand except with respect to become fully vested, settled, and/or exercisable (in full for time-basedany Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore,assumed by the acquiringSurviving Entity or surviving corporation in such Change in Control; and shall cause any such assumptionotherwise equitably converted or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition,Control in a manner approved by the Committee or the Board: # outstanding Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised shall make such adjustmentsbecome fully exercisable, # time-based vesting restrictions on outstanding Awards shall lapse, and # the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to Awards then outstandinghave been fully earned as of the Committee deems appropriate to reflect sucheffective date of the Change in Control and to retainbased upon # an assumed achievement of all relevant performance goals at the economic value“target” level if the Change in Control occurs during the first half of the Award. applicable performance period, or # the actual level of achievement of all relevant performance goals against target measured as of the date of the Change in Control, if the Change in Control occurs during the second half of the applicable performance period, and, in either such case, there shall be a pro rata payout to Participants within sixty (60) days following the Change in Control, based upon the length of time within the performance period that has elapsed prior to the Change in Control. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Non-Qualified Stock Options.

Change in Control. In its discretion, the eventCommittee pay provide in the Award Agreement governing an Award or at any other time may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Company, the Committee, as constituted beforeParticipant’s Service prior to, upon or following such Change in Control, shall provide for an outstanding Awardand to become fully vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition,extent as the Committee shall makedetermine. In the absence of such adjustments to Awards then outstanding asprovision in an Award Agreement or any such action taken by the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award. Committee, no acceleration will occur.

In the eventAlternative Awards. No cancellation, acceleration of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur with respect to any outstanding Award upon a Change in Control ofif the Company,Committee reasonably determines, in good faith, prior to the Committee, as constituted before such Change in Control, that such outstanding Awards shall provide for an outstanding Award to become fully vested, settled, and/be honored or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumedtherefor (such honored, assumed, or substituted Award shall become fully, vested, settled, and/being hereinafter referred to as an “Alternative Award”) by the Company or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstandingNew Company, as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award. applicable, provided that any Alternative Award must:

InIf the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, shall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event the Award is not assumed, or new rights substituted therefore, by the acquiringpurchaser, successor or surviving corporation (or parent thereof) (each, a “Successor”) so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Successor in the Change of Control transaction. If applicable, each Award which is assumed by the Successor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Award been exercised, vested or earned immediately prior to such Change of Control, and other appropriate adjustments in Control;the terms and shall cause any such assumption or substitution to provide thatconditions of the assumed or substituted Award shall become fully, vested, settled, and/be made. Upon the termination of the Participant’s employment with the Successor in connection with or exercisable (in fullwithin twenty-four (24) months following the Change of Control for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event ofany reason other than an involuntary termination of employmentby the Successor for cause or a voluntary termination by the Participant without Cause or for Good Reason in connection withgood reason (as defined by the Change in Control. In addition, the Committee shall make such adjustmentspolicies generally applicable to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic valueemployees of the Award. Successor), all of the Participant’s Awards that are in effect as of the date of such termination shall be vested in full or deemed earned in full (assuming the maximum performance goals provided under such Award were met, if applicable) effective on the date of such termination.