Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs within three (3) months prior to a Change in Control or during the twelve (12) month period commencing on a Change in Control, Executive shall receive the following:

Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the RSUs, exercise discretion under [Section 7(a)(1), 7(a)(2) or 7(a)(3)])])] of the Plan consistent with the requirements of, and in compliance with, Section 409A of the Code. Notwithstanding the terms of the Plan, in the event a Change in Control (whether or not it is a Covered Transaction) that is a “change in control event” within the meaning of [Section 409A] occurs prior to the Vesting Date, the RSUs shall automatically vest in full on the date of such Change in Control.

Severance Benefits Unrelated to a Change in Control. If your employment is terminated by the Company without Cause (and not due to your death or disability), or due to your resignation for Good Reason, in either case not within the twelve (12) month period following the effective date of a Change in Control (as defined herein), then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following severance benefits:

Covered Termination Unrelated to Change in Control. In the event Executive’s employment with the Company is terminated due to a Covered Termination (as defined in the Severance Plan) at any time except during the Change in Control Protection Period (as defined in the Severance Plan), then Executive shall be entitled to the benefits (the “Severance Benefits”) provided under, and subject to the terms and conditions of, the Severance Plan, subject to Executive’s compliance with the terms and conditions of the Severance Plan, including but not limited to Executive’s execution (and non-revocation) of a general release of claims in a form reasonably satisfactory to the Company (the “Release Requirement”).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs more than three (3) months prior to a Change in Control or more than twelve (12) months after a Change in Control, Executive shall receive the following:

Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the PBRSUs, take one of the actions set forth in [Sections 7(a)(1), 7(a)(2) or 7(a)(3)])])] of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:

Covered Termination Unrelated to Change in Control. In the event Executive’s employment with the Company is terminated due to a Covered Termination (as defined in the Severance Plan) at any time except during the Change in Control Protection Period (as defined in the Severance Plan), then Executive shall be entitled to the benefits provided under, and subject to the terms and conditions of, the Severance Plan.

Covered Termination Unrelated to Change in Control. In the event Executive’s employment with the Company is terminated due to a Covered Termination (as defined in the Severance Plan) at any time except during the Change in Control Protection Period (as defined in the Severance Plan), then Executive shall be entitled to the benefits provided under, and subject to the terms and conditions of, the Severance Plan.

Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs within three (3) months prior to a Change in Control or during the twelve (12) month period commencing on a Change in Control, Executive shall receive the following:

Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the Stock Option, take one of the actions set forth in [Sections 7(a)(1), 7(a)(2) or 7(a)(3)])])] of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply: