“Good Reason” shall mean: # during a CiC Period, CiC Period Good Reason; and # during a Non-CiC Period, Non-CiC Period Good Reason.

“Good Reason” shall mean: # during a CiC Period, CiC Period Good Reason; and # during a Non-CiC Period, Non-CiC Period Good Reason.

“Good Reason” shall mean: # during a CiC Period, CiC Period Good Reason; and # during a Non-CiC Period, Non-CiC Period Good Reason.

CIC Relative TSR Modifier; CIC Vesting. Any Tranche, that is not yet an Achieved Tranche, for which the Company achieves the applicable Stock Price Goal (or Partially Achieved Goal, as applicable) based on the CIC Price will be adjusted as follows. The Target Tranche Shares subject to such Tranche will be adjusted in accordance with Section II.C.3. except that TSR for each of the Company and the Index Companies, which will be measured by treating the last day of the Shortened Performance Period as the Stock Price Achievement Date. Such number of Shares as so adjusted will become Eligible Shares under such Tranche and will vest as of immediately prior to the Change in Control, subject to either the Optionee’s Continued Eligible Service through the date of completion of the Change in Control or the Qualifying Termination having occurred no later than nine (9) months prior to the date of completion of the Change in Control.

Termination of Employment During a CiC Period. If, during a CiC Period, the Executive’s employment with the Company terminates as a result of death, the Executive terminates his or her employment as a result of Disability or for CiC Period Good Reason, or the Company terminates the Executive’s employment without Cause, the Company shall: # pay or provide to the Executive the Accrued Amounts, and # subject to the Executive’s compliance with the restrictive covenants in Section 9 hereof and the Executive’s execution and non-revocation of the release described in Section 5 hereof, # pay to the Executive, in a cash lump sum within ten (10) days following the Release Effective Date, an amount equal to one and one-half (1.5) times the sum of # the Executive’s annual base salary in effect as of the Executive’s

Termination of Employment During a CiC Period. If, during a CiC Period, the Executive’s employment with the Company terminates as a result of death, the Executive terminates his or her employment as a result of Disability or for CiC Period Good Reason, or the Company terminates the Executive’s employment without Cause, the Company shall: # pay or

Termination of Employment During a CiC Period. If, during a CiC Period, the Executive’s employment with the Company terminates as a result of death, the Executive terminates his or her employment as a result of Disability or for CiC Period Good Reason, or the Company terminates the Executive’s employment without Cause, the Company shall: # pay or provide to the Executive the Accrued Amounts, and # subject to the Executive’s compliance with the restrictive covenants in Section 9 hereof and the Executive’s execution and non-revocation of the release described in Section 5 hereof, # pay to the Executive, in a cash lump sum within ten (10) days following the Release Effective Date, an amount equal to two (2) times the sum of # the Executive’s annual base salary in effect as of the Executive’s date of termination (without giving effect to any reduction of base salary that has occurred within the 12-month period preceding such date of termination), # the Executive’s current annual target cash bonus amount under the Annual Cash Incentive Program (without giving effect to any reduction of such annual target amount that has occurred within the 12-month period preceding such date of termination and # $12,500 to be used by the Executive for outplacement services (such sum, the “CiC Severance Amount”); provided, however, that if the CiC Severance Amount could be paid to the Executive during the subsequent taxable year of the Executive rather than the Executive’s taxable year in which the Executive’s date of termination occurs based on when the Executive executes and delivers the release described in Section 5 hereof to the Company, then, to the extent that the CiC Severance Amount constitutes nonqualified deferred compensation subject to Section 409A of the Code, the CiC Severance Amount shall not be paid earlier than the first business day of the later of such taxable years; and # reimburse the Executive on a monthly basis for the Executive’s monthly premium payments for health care coverage under COBRA for the Executive and the Executive’s eligible dependents for a period of eighteen (18) months, provided that the Executive and, if applicable, the Executive’s eligible dependents are currently enrolled in the applicable plan(s) of the Company at the time of the Executive’s termination and that the Executive timely elects to continue the Executive’s coverage under COBRA; provided, however, that the Company’s obligation to reimburse the Executive for such premiums shall cease on the date the Executive is no longer eligible to receive COBRA coverage. The Executive must advise the Company as soon as the Executive becomes eligible for health care coverage from a third party (e.g., spouse’s employer, the Executive’s subsequent employer, or any other party with a relationship with the Executive).

“Non-CIC Period” means the period prior to or following a CIC Period.

“Non-CiC Period” shall mean any period of time that is not a CiC Period.

“Non-CiC Period” shall mean any period of time that is not a CiC Period.