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.

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 RestrictedRetention Stock Units subject to a Participant’s Award will become fully vested as of the date immediately precedingfollowing 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.

Vesting upon Change in Control. Notwithstanding the provisions of Section 3(a), inIn the event of a Change“Change in Control, if the Awards are not assumed or replaced with awardsControl” 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 willshall immediately become fully vested as ofand 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 relateshares subject to the Award shall referbe delivered to the successor entity. Participant. The term “Change in Control” shall have the following meaning assigned to it in this Agreement. A “Change in Control” of ​ shall have occurred if # any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than ​, any trustee or other fiduciary holding securities under an employee benefit plan of ​ or any corporation owned, directly or indirectly, by the stockholders of ​ in substantially the same proportions as their ownership of stock of ​), either is or becomes the “beneficial owner” (as defined in Rule 13d‑3 under the Exchange Act), directly or indirectly, of securities of ​ representing 30% or more of the combined voting power of ​’s then outstanding securities, # during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new Director (other than a Director designated by a person who has entered into an agreement with ​ to effect a transaction described in clause (i), (iii) or (iv) of this subparagraph) whose election by the Board of Directors or nomination for election by ​’s stockholders was approved by a vote of at least two‑thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, unless the approval of the election or nomination for election of such new Directors was in connection with an actual or threatened election or proxy contest, # the stockholders of ​ approve a merger or consolidation of ​ with any other corporation, other than # a merger or consolidation which would result in the voting securities of ​ outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of ​ or such surviving entity outstanding immediately after such merger or consolidation or # a merger or consolidation effected to implement a recapitalization of ​ (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of ​’s then outstanding securities or # the stockholders of ​ approve a plan of complete liquidation of ​ or an agreement for the sale or disposition by ​ of all or substantially all of ​’s assets or any transaction having a similar effect. Notwithstanding the foregoing, if any payment due under this Section 2 is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under Treasury Regulation § 1.409A‑3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but delivery of the shares subject to the Award shall be delayed until the end of the Restriction Period.

Vesting Upon Change in Control. Notwithstanding the provisions of Section 3(Sections 4(a), and 4(b) above, if in the event of a Change in Control, if the AwardsRestricted Stock are not assumedassumed, substituted, or otherwise replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/New Employer with substantially similar awards relating to shares that are traded on an established United States securities market, or cease to remain outstanding immediatelywhich will be so traded within sixty (60) days following the Change in Control, all ofthen the Restricted Stock Units subject to a Participant’s Award willshall become fully vested and non-forfeitable as of the date immediately preceding suchof the 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.Control.

Change10.1Change in Control. NotwithstandingExcept with respect to Restricted Stock Unit Awards or any other Award that constitutes “deferred compensation” within the provisionsmeaning of Section 3(a)section 409A of the Code, an Award Agreement may provide or be amended by the Committee to provide that, unless an outstanding Award will be assumed by the surviving entity (or its parent if the surviving entity has a parent) or replaced with a comparable award of substantially equal value granted by the surviving entity (or its parent if the surviving entity has a parent), inAwards granted under the eventPlan that are outstanding and not then exercisable or are subject to restrictions at the time of a Change in Control shall become immediately exercisable, and all restrictions shall be removed, as of such Change in Control, ifand shall remain as such for the remaining life of the Award as provided herein and within the provisions of the related Award Agreements or that Awards are not assumed or replaced with awardsmay terminate upon a Change in Control. For purposes of substantially equal value by the acquiring entity in suchPlan, a Change in Control and/or cease to remain outstanding immediately following the Change in Control, allmeans any 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. following:

Vesting upon Change in Control. Notwithstanding the provisions of Section 3(a), inIn the event of a Change in Control, ifControl (as defined in 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 of2019 Master Stock Incentive Plan), the Restricted Stock Units subject to a Participant’s Award willshall immediately become fully vested as ofand 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 relateshares subject to the Award shall referbe delivered to the successor entity. Participant. Notwithstanding the foregoing, if any payment due under this Section 2 is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but delivery of the shares subject to the Award shall be delayed until the end of the Restriction Period.

Change in Control. Notwithstanding the provisions of Section 3(a), in the event ofUpon a Change in Control, if the Awards are not assumed or replaced with awardsall outstanding unvested shares of substantially equal valueRestricted Stock then held 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 theunder this Award shall refer to the successor entity. fully vest and all restrictions shall lapse.

Change in Control. Notwithstanding the provisions of Section 3(a), in the event of a Change in Control,Control while the Participant remains in employment, 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 Awardeach Participant will become fully vestedearn, as of the effective date immediately preceding suchof the Change in Control, providedthe Achieved Shares determined for the Participant has remained continuously employed byat the Company or a Related Company through such date.end of the Measurement 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, references to the “Company” as they relate to the Awardthis Plan shall refer to the successor entity.

Change in Control. Notwithstanding the provisions of Section 3(a),Control in the event of a Change in Control, if thewhich Awards are not assumedAssumed or replaced with awards of substantially equal value by the acquiring entity in suchCompany is the Surviving Entity. If a Change in Control and/occurs and the Company is the surviving entity and any adjustments necessary to preserve the intrinsic value of the Participant’s outstanding Awards have been made, or ceasethe Company’s successor at the time of the Change in Control irrevocably assumes the Company’s obligations under this Plan or replaces the Participants’ outstanding Awards having substantially the same intrinsic value and having terms and conditions no less favorable to remain outstandingthe Participant than those applicable to the Participants’ Awards immediately followingprior to the Change in Control, all ofthen such Awards or their replacement awards shall become immediately exercisable, in full, only if within two years after the Restricted Stock Units subject to a Participant’s Award will become fully vested as of the date immediately preceding such Change in Control, providedControl 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. Participant’s employment:

Unless specifically provided otherwise with respect to Change in Control. NotwithstandingControl events in an individual Award Agreement or in a then-effective written employment agreement between the provisionsParticipant and the Company, if, during the effectiveness 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 suchPlan, a Change in Control and/or cease to remain outstanding immediately following the Change in Control, all ofoccurs, the Restricted Period applicable to outstanding Restricted Stock UnitsAwards, Restricted Stock Unit Awards and all other outstanding Awards subject to a Participant’s Award willforfeiture provisions (other than Awards consisting of Options or Stock Appreciation Rights) shall lapse and such Awards shall become fully vested asand settled (subject, in each case, to satisfaction by the affected Participant 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.requirements of [Section 16]).