Change in Control. Notwithstanding the provisions of Section 3(a), in the event of a Change in Control, if the Awards are not assumed or replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/or cease to remain outstanding immediately following the Change in Control, all of the Restricted Stock Units subject to a Participant’s Award will become fully vested as of the date immediately preceding such Change in Control, provided the Participant has remained continuously employed by the Company or a Related Company through such date. After a Change in Control, references to the “Company” as they relate to the Award shall refer to the successor entity.

Upon the occurrence of a change in control of the Company, all grants of Restricted Stock under the Plan shall vest in full and become unrestricted and nonforfeitable. In addition, all vesting restrictions on the credits made to the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or 4(d) shall lapse but the payout provisions of such credits shall not affected by such change in control. For purposes of this Section 11, a “change in control” shall have the meaning given to such term under [Section 16.4] of the PACCAR Inc Long Term Incentive Plan, as approved by the shareholders of the Company on April 20, 2011. In addition, the Board or the Committee may in its sole discretion terminate the deferral feature of the Plan within the 30 days preceding or the 12 months following a “change in control event” (as such term is defined in the Treasury regulations promulgated pursuant to section 409A of the Code) and pay out deferred amounts, in accordance with [Section 1.409A-3(j)(ix)(B)])] of the Treasury regulations promulgated pursuant to section 409A of the Code .

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

Change in Control. In the event that a Change in Control (as defined in the Equity Plan) occurs, each Initial Award and Subsequent Award, along with any other stock options or other equity-based awards held by any Non-Employee Director, shall vest and, if applicable, become exercisable with respect to one hundred percent (100%) of the Shares subject thereto as of immediately prior to such Change in Control.

Change in Control. A "Change in Control" shall be deemed to have occurred if, prior to the Termination Date (as defined below):

Change in Control. The occurrence of any of the following events:

If Executive's employment with the Company or its successor is terminated within six (6) months prior to the occurrence of a Change in Control or on or before the first anniversary of the date of occurrence of a Change in Control # by the Company or its successor other than for Cause or # by Executive for Good Reason, then, # Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements; # the Severance Payment under [Section 0] will be a cash amount equal to thirty-six (36) months of Executive's annual Base Compensation; and # Executive shall be entitled to the Accrued Benefits and the COBRA Payment. The Severance Payment and Cobra Payment will be payable in a lump sum payment on the sixtieth (60th) day following the Termination Date.

Change in Control. If a Change in Control occurs prior to the Determination Date and the Award is assumed or replaced pursuant to [Section 11(b)(1)] of the Plan, the Award will continue to be subject to the Continuous Service Requirement provided in Section 4, but the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout. Notwithstanding the foregoing if within two years after a Change in Control and prior to the end of the Performance Period the [[Team Member:Person]]’s Service terminates voluntarily by the [[Team Member:Person]] for Good Reason or involuntarily without Cause, provided that the Company has received a valid unrevoked Release Agreement from the [[Team Member:Person]], the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout.

Change in Control. The Company agrees that if there is a Change in Control, then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Charter Documents now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed), which counsel has not otherwise performed services for the Company or Indemnitee within the last five (5) years (other than in connection with such matters) (the “Independent Counsel”). The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or such counsel’s engagement pursuant hereto.

Change in Control. Notwithstanding anything in this Agreement to the contrary, if # a Change in Control occurs and # on or after the Change in Control and on or before the second anniversary of the Change in Control either # your employment is terminated without Cause or # you terminate your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason, then any unearned Restricted Stock Units (and any related dividend equivalents) shall become immediately earned as of the date of such termination and shall be payable at such time as provided in the Payment Schedule described in paragraph # above, without regard to the covenants set forth in paragraph # below or the performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(iv) to the contrary, upon your death following # a termination of your employment without Cause on or before the second anniversary of a Change in Control or # a termination of your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason on or before the second anniversary of a Change in Control, any Restricted Stock Units (and any related dividend equivalents) that are continuing to become payable in accordance with the provisions of this paragraph (b)(iv), but have not yet become payable, shall become immediately payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.