Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under the Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of # the number of Shares that would be payable in accordance with [Section 5] if the Company had achieved the management objectives described in [Section 5].A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with [Section 5].B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under the Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of # the number of Shares that would be payable in accordance with [Section 5] if the Company had achieved the management objectives described in [Section 5].A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with [Section 5].B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under thethis Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of shares of Common StockShares equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common StockShares equal to the excess, if any, of # the number of Shares that would be payable in accordance with [Section 5] if the Company had achieved the management objectives described in [Section 5].A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with [Section 5].B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change in Control. InNotwithstanding the provisions of [Section 3(a)], in the event of a Change in Control (as definedwhile the Participant remains in employment, if the Stock Incentive Plan and includingAwards are not assumed or replaced with awards of substantially equal value by the dateacquiring entity in such a Change in Control and/or cease to remain outstanding immediately prior to an “Anticipatory Termination”following the Change in Control, each Participant will earn, as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under the Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following theeffective date of the Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the number of TargetAchieved Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of # the number of Shares that would be payable in accordance with [Section 5] if the Company had achieved the management objectives described in [Section 5].Adetermined for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with [Section 5].B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period throughParticipant at the end of the fiscal quarter immediately preceding the dateMeasurement Period pursuant to [Section 2], but in no event less than 100% of the target number of the Participant’s Performance Shares. After a Change in Control continued throughoutControl, references to the Performance Period at“Company” as they relate to this Plan shall refer to the same level; over # the number of Target Shares subject to such Award Opportunity.successor entity.