Change in Control. In order to preserve a Participant’s rights under an Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a changeChange in controlControl of the Company (as defined byCompany, the Committee), the CommitteeCommittee, as constituted before such Change in Control, in its sole discretion and without the consent of the Participant, may, as to any outstanding Award, either at the time anthe Award is made or at any time thereafter, take such actions, including without limitationany one or more of the following:following actions: # providingprovide for acceleration of the vesting, delivery and exercisability of, and the lapse of time-based and/or performance-based vesting restrictions with respect to, any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee; # provide for the accelerationpurchase, settlement or cancellation of any time period relating tosuch Award by the exercise or paymentCompany, for an amount of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that wouldwhich could have been receivedobtained upon the exercise of such Award or paymentrealization of such Participant's rights had such Award been currently exercisable or payable; # provide for the replacement of any such Stock-settled Award with a cash-settled Award; # make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control and to retain the economic value of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control,Award; or # causing thecause any such Award then outstanding to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants andacquiring or surviving corporation in the best interests of the Company.such Change in Control.

Change in Control. In order to preserve a Participant’s rights underits discretion, the Committee pay provide in the Award Agreement governing an Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any other time thereafter,may take such actions, including without limitation one or moreaction as it deems appropriate to provide for acceleration of the following: # providing for the accelerationexercisability, vesting and/or settlement in connection with a Change in Control of each or any time period relating to the exerciseoutstanding Award or paymentportion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Award, # providing for paymentParticipant’s Service prior to, upon or following such Change in Control, and to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity,such extent as the Committee may consider equitable to Participants andshall determine. In the absence of such provision in an Award Agreement or any such action taken by the best interests of the Company.Committee, no acceleration will occur.

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a changeChange in controlControl, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is madeCompany’s stockholders or at any time thereafter,Participant with respect to his or her outstanding Awards, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.following actions:

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a changeChange in controlControl of the Company (as defined byCompany, the Committee), the CommitteeCommittee, as constituted before such Change in its discretion may,Control, shall provide for an outstanding Award to become fully vested, settled, and/or exercisable (in full for time-based Awards and at the time angreater of target or actual performance levels for performance-based Awards) in the event the Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to benot assumed, or new rights substituted therefor,therefore, by another entity,the acquiring or surviving corporation in such Change in Control; and shall cause any such assumption or substitution to provide that the assumed or substituted Award shall become fully, vested, settled, and/or exercisable (in full for time-based Awards and at the greater of target or actual performance levels for performance-based Awards) in the event of an involuntary termination of employment without Cause or for Good Reason in connection with the Change in Control. In addition, the Committee shall make such adjustments to Awards then outstanding as the Committee may consider equitabledeems appropriate to Participantsreflect such Change in Control and into retain the best interestseconomic value of the Company.Award.

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a changeChange in controlControl after the Effective Date, the Committee may, but shall not be obligated to, # accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award or # cancel Awards for fair value (as determined in the sole discretion of the Company (as definedCommittee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights or # provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee), the Committee in its sole discretion may,or # provide that for a period of at least 30 days prior to the time an Award is made or at any time thereafter, takeChange in Control, such actions, including without limitation one or moreOptions shall be exercisable as to all shares subject thereto and that upon the occurrence of the following: # providing for the accelerationChange in Control, such Options shall terminate and be of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participantsno further force and in the best interests of the Company.effect.

Change in Control. In orderNotwithstanding any other provision of the Plan to preserve a Participant’s rights underthe contrary and unless otherwise provided in an Award inAgreement, upon the eventoccurrence of a changeChange in control ofControl, the Company (as defined by the Committee), the CommitteeAdministrator may, in its discretion may, atsole and absolute discretion, provide on a case by case basis that # all Awards shall terminate, provided that Participants shall have the time an Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relatingright, immediately prior to the occurrence of such Change in Control and during such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise or payment of theany Award, # providing forall Awards shall terminate, provided that Participants shall be entitled to a cash payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received uponChange in Control Price with respect to shares subject to the exercise or paymentvested portion of the Award hadnet of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award been exercised or paid upon a Change in Control of the change in control, whereuponCompany, then the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor,substantially equivalent Awards shall be substituted, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.acquiring, or succeeding corporation (or an affiliate thereof).

Change of Control. If the Participant has in Control. In ordereffect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to preserve a policy that discusses the effect of a Change of Control on the Participant’s rights underAwards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a change in controlChange of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.Control:

Change in Control. In orderNotwithstanding any provision of any Agreement to preserve a Participant’s rights under an Awardthe contrary, in the event of or in anticipation of a changeChange in control of the Company (as defined by the Committee),Control, the Committee in its discretion may, atmay # declare that some or all outstanding Awards previously granted under the time an Award is madePlan, whether or atnot then exercisable or payable, shall terminate as of a date before or on the Change in Control without any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relatingpayment to the exercise or paymentholder of the Award, provided the Committee gives prior written notice to the Participants of such termination and gives such Participants the right to exercise their outstanding Awards for a reasonable time before such date to the extent then exercisable (or to the extent such Awards would be exercisable as of the Control Change Date), # providing forterminate before or on the Control Change Date some or all outstanding Awards previously granted under the Plan, whether or not then exercisable or payable, in consideration of payment to the Participantholder of cashthe Award, with respect to each share of Common Stock for which the Award is then exercisable or other property with apayable (or for which the Award would have been exercisable or payable as of the Control Change Date), of the excess, if any, of the Fair Market Value equalon such date of the Common Stock subject to the amount that would have been received upon the exercise or paymentsuch portion of the Award hadover the Award been exercisedOption price or paid uponInitial Value (if applicable) (provided that outstanding Awards that are not then exercisable or payable and that would not become exercisable or payable on the change in control, whereuponControl Change Date, and Options and SARs with respect to which the AwardFair Market Value of the Common Stock subject to the Options or SARs does not exceed the Option price or Initial Value, shall terminate,be cancelled without any payment therefor) or # adjustingtake such other action as the termsCommittee determines to be reasonable under the circumstances (including, but not limited to, accelerating vesting, substituting awards with respect to the surviving company and/or continuation of the Plan) to permit the Participant to realize the value of the Award (which value for purposes of Awards that are not then exercisable or payable and that would not become exercisable or payable as of the Control Change Date, and Options and SARs with respect to which the Fair Market Value of the Common Stock subject to the Award does not exceed the Option price or Initial Value, shall be deemed to be zero). The payment described in a# above may be made in any manner determinedthe Committee determines, including cash, stock or other property. The Committee may take the actions described in [(i), (ii) or (iii) above] with respect to Awards that are not then exercisable or payable whether or not the Participant will receive any payment therefor. The Committee in its discretion may take any of the actions described in this Section contingent on consummation of the Change in Control and with respect to some or all outstanding Awards, whether or not then exercisable or payable, or on an Award-by-Award basis, which actions need not be uniform with respect to all outstanding Awards. However, Awards shall not be terminated to the extent that written provision is made for their continuance, assumption or substitution by the Committee to reflectCompany or a successor employer or its parent or subsidiary in connection with the changeChange in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as theControl. The Committee may consider equitable to Participantsprovide in an applicable Agreement that a Participant’s outstanding Awards shall be fully exercisable or payable on and after a Control Change Date or immediately before the date the Awards will be terminated in connection with the best interests of the Company.Change in Control, as described herein.