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Qualified CIC Termination. Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under [Section 2(e)], then Participant, or Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, on the date that is six (6) months following Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Units calculated under [Section 1(b)] (as adjusted pursuant to [Section 5]) multiplied by the Ending Value as determined under [Section 1(b)(iv)], plus interest accrued from the date of the Qualified CIC Termination until the payment date based on the annual short-term applicable federal rate in effect on the date of the Qualified CIC Termination.

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Qualified CIC Termination. Notwithstanding the foregoing, in the event of

If there is a Change in Control and Qualified CIC Terminationas described under [Section 2(e)], then Participant,then, within ten (10) days of Participant’s Qualified CIC Termination, the Company shall promptly cause to be issued the number and class of whole shares determined under [Section 5] hereof registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, subject to [Section 8(a)]. The value of any fractional Shares shall receive, onbe paid in cash at the same time. To the extent that [Section 409A] applies and Participant is a specified employee for purposes of [Section 409A], payment shall occur the first day of the seventh month following the date that is six (6) months followingof the Participant’s termination of employment (rather than within ten (10) days of Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Units calculated under [Section 1(b)] (as adjusted pursuant to [Section 5]) multiplied by the Ending Value as determined under [Section 1(b)(iv)], plus interest accrued from the date of the Qualified CIC Termination until the payment date based on the annual short-term applicable federal rate in effect on the date of the Qualified CIC Termination.Termination).

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