Definition of Change in Control. For purposes hereof, “Change in Control” has the meaning ascribed to such term under the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Definition of “Change in Control. For purposes hereof, “ChangeControl” shall mean an Acquisition (as defined in Control” has the meaning ascribed to such term under the Company’Parent’s 20202021 Incentive Award Plan,Plan). Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulation Section 1.409A-3(i)(5).Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

DefinitionNotwithstanding the definition set forth in the Plan, for purposes of Change in Control. For purposes hereof,this Award, “Change in Control” hasmeans a change in the meaning ascribed to such term underownership or effective control of the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided,Company or the Affiliate that such transaction must also constituteemploys you, or in the ownership of a “change in control event”substantial portion of the assets of the Company or the Affiliate that employs you within the meaning of Treasury Regulation Section 1.409A-3(i)(5). as determined by the Company.

Definition of “Change in Control. For purposes hereof, “Change in Control” hasshall have the meaning ascribed to such term underset forth in the Company’s 20202021 Omnibus Incentive Award Plan, as it may be amended from time to time; provided,provided that to the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction mustis not also constitute a “change in the ownership or effective control event” withinof” ​ or “a change in the meaningownership of a substantial portion of the assets of” ​ as determined under Treasury RegulationRegulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).