Change of Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a Change of Control:

Effect of Change ofin Control. IfExcept as otherwise provided in a Participant’s Award Agreement or pursuant to Section 4(e) hereof, upon the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effectoccurrence of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases,in Control, unless provided otherwise in an Award agreementspecifically prohibited under applicable laws, or by the Committee prior to the daterules and regulations of the Change of Control, in the event of a Change of Control: any governing governmental agencies or national securities exchanges:

In the event that there occurs a Change of Control. Ifin Control, if the Participant has in effect an employment, retention, change of control, severance or similar agreementParticipant’s employment with the CompanyCompany, its Affiliates, or any AffiliateSuccessor Corporation or is subject to a policy that discusses the effectparent or subsidiary of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwisesuccessor corporation terminates in an Award agreementevent constituting an “Involuntary Termination” during the two-year period following the Change in Control, the following shall apply to Participant’s Awards (including Awards assumed or substituted by a Successor Corporation) upon such Involuntary Termination, unless otherwise provided by the Committee prior to the date of the Change of Control, in the event of a Change of Control: Award Agreement:

Change ofin Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a Change of Control: in Control, each Participant shall have the rights set forth in his individual Award agreement or such other rights as may be determined by the incumbent Board, in its sole discretion, prior to the Change in Control.

Change of Control. If the Participant hasExcept as provided in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect ofapplicable Award Agreement, upon a Change of Control onof the Participant’s Awards, then such agreement or policy shall control. InCompany, all other cases, unless provided otherwiseAwards made in an Award agreement or byaccordance with the CommitteePlan that were made prior to the date of thesuch Change of Control, in the event of a Change of Control: Control shall be effected as follows:

Change in Control. Notwithstanding the provisions of Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control,Section 3(a), in the event of a Change in Control, if the Awards are not assumed or replaced with awards of Control: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 Retention Stock Units subject to a Participant’s Award will become fully vested as of the date immediately following 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.

Change ofin Control. If the Participant has in effectIn order to preserve a Participant’s rights under an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a Changechange in control of Control: the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such actions, 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, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.

“Change of Control. IfControl” shall mean what the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate orterm is subjectdefined to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwisemean in an Award agreement or byAgreement between a Participant and the Committee prior toCompany or, in the dateabsence of any such definition, any of the Change of Control, infollowing events for Awards granted under the event of a Change of Control: Plan: