Post-CIC Good Reason. “Post-CIC Good Reason” means, following any Change in Control:

“CIC” of the Company shall have the definition set forth in the CIC Agreement.

CIC Protection Period. A “CIC Protection Period” means, # any period in which the Company has initiated a transaction process or is engaged in discussions with a third party about a specific transaction that, if consummated, would result in a Change in Control (and before the complete abandonment of such discussions without the transaction being consummated); # any period during which the Company has become a party to a definitive agreement to consummate a transaction that would result in a Change in Control (and before the complete termination of such agreement without the transaction being consummated); and # the period of two (2) years after a Change in Control occurs.

Acceleration, the RSU Acceleration, the CIC Medical Plan Coverage Payment, and the Outplacement Assistance, the “CIC Severance Benefits”).

Conditions To Receive ​ Pre-CIC Severance Payments or ​ Post-CIC Severance Payment and ​ Pre-CIC Benefits Continuation Payments or ​ Post-CIC Benefits Continuation Payments. Notwithstanding ​ foregoing provisions of this [Section 6], ​ will not be obligated to make ​ Pre-CIC Severance Payments under [Section 6.1] or ​ Post-CIC Severance Payment under [Section 6.2] (as applicable) or ​ Pre-CIC Benefits Continuation Payments under [Section 6.1] or ​ Post-CIC Benefits Continuation Payments under [Section 6.2] (as applicable) to or on behalf of Employee unless # Employee signs a general release of claims in favor of ​ in a form to be reasonably prescribed by ​ and which shall not release and/or waive Employee’s right to seek to be defended and indemnified by ​ in accordance with and subject to ​’s Articles

If, during the Initial Period, your employment terminates other than by reason of a “Nonqualifying Termination” (as defined in the CIC Agreement), you will be entitled to: (i) the compensation and benefits and other rights provided under the CIC Agreement (provided that the multiplier used in [Section 3(a)(2)] of the CIC Agreement to determine your lump sum cash severance amount pursuant to such clause will be “three (3) times” and the length of the in-kind benefit continuation period under [Section 3(b)] of the CIC Agreement will be “three (3) years”) (the “CIC Severance Benefits”), (ii) a portion of the Integration Award (one-third of the Integration Award if the date of termination occurs during the first year of the Initial Period and two-thirds of the Integration Award if the date of termination occurs the second year of the Initial Period) will remain outstanding and eligible to vest (with the remaining portion forfeited) for the remainder of the applicable performance period based on the attainment of the applicable performance goals and option exercisability for the life of the award for any Integration Options that satisfy the performance-vesting condition, (iii) monthly cash payments in an amount determined by the Board at the time of your termination (the “Benefit Continuation Payments”) in lieu of providing you any in-kind medical and prescription drug benefit continuation from the end of the three year benefit continuation period provided under [Section 3(b)] of the CIC Agreement until you reach age 65 (or, if earlier, the date you become eligible to receive comparable benefits from another employer; provided, that your right to receive Benefit Continuation Payments hereunder shall resume in the event you subsequently become ineligible for such benefits from another employer) and (iv) subject to your compliance with [[Sections 10(a), 10(b) and 11]1]1]]1]1] of the Employment Agreement, the following treatment of your outstanding equity-based awards other than the Integration Award (the “Equity Vesting Rights”):

Non-CIC Qualifying Termination (Tier 2 Participants). If a Tier 2 Participant has a Non-CIC Qualifying Termination, the Company shall provide the Tier 2 Participant with the following severance benefits: # a lump sum cash amount equal to six (6) months of the Tier 2 Participant’s base salary in effect at the time of the Non-CIC Qualifying Termination, payable as set forth below and # continuation of the health plan benefits in place for the Tier 2 Participant and the Tier 2 Participant’s eligible dependents at the time of the Non-CIC Qualifying Termination under COBRA at no cost to the Tier 2 Participant (provided that the Tier 2 Participant timely elects coverage under COBRA), for six (6) months following such Non-CIC Qualifying Termination, provided, however, that in the event the Tier 2 Participant obtains other employment prior to the end of such period, the benefits under this [clause (ii)] will terminate at such time as the Tier 2 Participant is eligible to receive health benefits through such other employment.

Upon the occurrence of a Pre CIC Termination (during the Protection Period) (1) by the Company without Cause (excluding by reason of Executive’s death or Disability) or (2) by the Executive for Good Reason, then:

the Officer refuses to accept a new position with the Company, provided such change would not constitute Good Reason or Post-CIC Good Reason within the two (2) year period following a Change in Control.

Holding Period. Shares of Common Stock paid to the Grantee pursuant to this Grant Agreement must be held for at least one year following the delivery date (except for such shares of Common Stock used to satisfy any tax withholding obligation or fees) and may be used to satisfy any Company stock ownership requirements imposed by the Company.