Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the Restricted Period and all remaining restrictions shall expire and the RSUs shall be deemed fully vested.

Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event your employment is terminated # by reason of a Qualifying Termination (as defined in [Section 9(c)] of the Plan), or # due to Retirement (as that term is defined under [Section 2(x)(i), (ii), or (iii)])])] of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that occurs during the Protected Period (as defined in [Section 9(a)] of the Plan) following a Change in Control (as defined in [Section 9(b)] of the Plan) and prior to a Vesting Date, as of the date of your termination, you shall be deemed fully vested in the RSUs (and no longer required to hold the Award for one year), and the timing of the settlement of your Award shall be governed by Section 2(b) hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

If the successor company assumes the RSUs or substitutes other restricted stock units for such RSUs (or agrees to assume or substitute such awards) and You incur a Qualifying Termination within the Protection Period, unvested RSUs (or substitute restricted stock units) will fully vest on the later of # the date of Your Qualifying Termination or # immediately prior to the occurrence of the Change in Control.