“Qualifying Termination” shall mean a CIC Qualifying Termination or a Non-CIC Qualifying Termination.

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.

Non-CIC Qualifying Termination (Tier 3 Participants). If a Tier 3 Participant has a Non-CIC Qualifying Termination, the Company shall provide the Tier 3 Participant with the following severance benefits: # a lump sum cash amount equal to six (6) months of the Tier 3 Participant’s base salary in effect at the time of the Non-CIC Qualifying Termination, payable as set forth below and # continuation

QUALIFYING TERMINATION. If your employment terminates for any reason other than your death, Disability, Cause or in connection with a Change in Control as described in paragraph (b)(iv) above and your termination of employment is a Qualifying Termination, then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by ​ and its Subsidiaries as of the Settlement Date), subject to the performance-based cancellation provision set forth in paragraph # below, provided that # to the extent permissible under applicable law, you do not engage in Competition during such period, # you comply with the covenants described in paragraph # below and # prior to March 1 of each year during which your Restricted Stock Units remain payable, you provide ​ with a written certification that you have not engaged in Competition to the extent the Competition restriction in # above is applicable. To be effective, such certification must be provided on such form, at such time and pursuant to such procedures as ​ shall establish from time to time. If ​ determines in its reasonable business judgment that you have failed to satisfy any of the foregoing requirements, then the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of such determination. In addition, from time to time following your Qualifying Termination, ​ may require you to further certify that you are not engaging in Competition, and if you fail to fully cooperate with any such requirement ​ may determine that you are engaging in Competition. Notwithstanding anything in this paragraph # to the contrary, upon your death following a Qualifying Termination, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (c), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for ​ or any Subsidiary from an office located in California, the Competition restriction described in # above and the certification requirement described in # above will not apply to this Award.

Qualifying Termination. Except as applies under paragraph 4(b), if Executive’s employment by the Company is terminated without Cause (as herein defined) or by Executive pursuant to a Constructive Termination (as herein defined), then # the Employment Period shall be deemed to have ended as of the date of the termination of employment (the “Termination Date”), and # Executive shall be entitled to receive # all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, # an amount equal to one times (1X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, # an amount (the “Pro-Rata Amount”) equal to the product of # the percentage of the days in the applicable calendar year that Executive is employed by the Company and # Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(c) hereof, # if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of # the date twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, # to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of # the date twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, and # outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to withholding and other appropriate deductions.

Qualifying Termination. An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Authorizing Executive, for reasons other than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time other than within twenty-four (24) full calendar months following the effective date of a CIC shall trigger the payment of Severance Benefits to the Executive under this Agreement.

Qualifying Termination. An Executive Officer will be deemed to have incurred a Qualifying Termination for purposes of this plan if he or she is involuntarily terminated, as determined by the Committee, other than for Cause while holding Executive Officer status or within 90 days of having held Executive Officer status. For purposes of this plan, the term “Cause” shall mean an Executive Officer’s:

Qualifying Retirement. If such termination of employment is because of the Employee’s Qualifying Retirement while in the employ of the Company, then the continued employment requirement for the Employee shall cease to apply and the Share Payout as a Percentage of Target Award for the PSUs shall be determined as of the Maturity Date and paid in accordance with [Section 2(a)] above; provided, however, that the number of shares of Stock to be paid to the Employee shall be multiplied by a fraction, the numerator of which is the number of days elapsed from the Grant Date to the date of the Employee’s Qualifying Retirement, and the denominator of which is 1075.

The cash amounts provided for in this [Section 3(b)], shall be paid # within thirty (30) days after the Executive’s Termination Date if the termination is a Post CIC Termination; or # within thirty (30) days following a Change in Control if the termination is a Pre CIC Termination.

non-competition provisions no more restrictive than those set forth in [Appendix C] hereto (and limited to the one (1)-year period following the Qualifying Termination); provided that if the period for the Participant to provide and not revoke the Severance Agreement spans two (2) calendar years, any payment of Severance, CIC Severance or Pro-Rata Bonus payable under [Section 4] shall, as applicable, commence or be paid in the second of such two (2) years. If the Severance Agreement is not executed and has not become irrevocable by the ninetieth (90th) day following the date of the Participant’s Qualifying Termination, no Plan benefits will be paid.

it has a fair market value at least equal to the fair market value of the CIC Adjusted PSUs established pursuant to [Section 2(f)(2)] as of the date of the Qualifying Change in Control,

Termination Date. ​ date upon which Employee’s termination of employment with ​ is effective is ​ “Termination Date.” For purposes of [Sections 6.1 or 6.2]2] only, with respect to ​ timing of ​ Pre-CIC Severance Payments or ​ Post-CIC Severance Payment (as applicable) and ​ Pre-CIC Benefits Continuation Payments or ​ Post-CIC Benefits Continuation Payments (as applicable), ​ Termination Date means ​ date on which a “separation from service” has occurred for purposes of [Section 409A] of ​ Internal Revenue Code, as amended, and ​ regulations and guidance thereunder (​ “Code”).

CIC Health Care Continuation Benefit shall commence immediately upon the Executive’s Date of Termination and the Executive shall immediately become eligible for Reimbursement Payments in accordance with [Section 5(a)(iv)], provided however if an executed Separation Agreement and Release has not become fully effective within the CIC Release Period, the Company shall immediately cease making CIC Premium Reimbursement Payments (or, if applicable, any CIC Special Severance Payments) and the Executive shall be obligated to promptly repay ​ any previously received CIC Premium Reimbursement Payments (or, if applicable, any CIC Special Severance Payments).

Qualifying Termination. A “Qualifying Termination” means an Officer’s termination of employment:

Notice of Termination. “Notice of Termination” means an unconditional written statement of an authorized employee of the Company that the Officer’s employment is being involuntarily terminated by the Company. In the case of termination for Good Reason or Post-CIC Good Reason, Notice of Termination will be the date of the occurrence of the circumstance constituting Good Reason or Post-CIC Good Reason, as applicable.

The determination of whether the conditions of this [Section 2(f)(3)] are satisfied shall be made by the Committee, as constituted immediately prior to a Qualifying Change in Control, in its sole discretion, prior to such Change in Control. If a Replacement Award is provided, the CIC Adjusted PSUs shall not be settled upon a Qualifying Change in Control, but instead as provided under [Section 2(f)(4)] below.

Qualifying Termination or Change in Control. If a Qualifying Termination (as defined below) or a Change in Control (as defined below) occurs, in each case prior to the Vesting Date, and if you have not previously forfeited your Award under [Section 4], one hundred percent (100%) of all Restricted Stock Units shall vest on the date of your Qualifying Termination or the Change in Control, as applicable.