Effect of Change in Control. If a Change in Control occurs during the Performance Period, the Participant shall earn a number of Performance RSUs as follows:

Effect of Change in Control. Any specific terms applicable to Restricted Stock in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.

Effect of a Change in Control Termination. If the Executive’s employment with the Company is terminated due to a Change in Control Termination, subject to Section 5.7 and the Executive’s continued compliance with Section 6 hereof, the Company shall # pay to the Executive a lump-sum cash payment equal to 2.99 times the Executive’s Base Salary, based upon the annual rate payable as of the date of termination, without any cost of living adjustments, which payment shall be made within ten (10) days following the expiration of the Severance Delay Period and # continue to provide hospitalization, health, dental care, and life and other insurance benefits to the Executive for a period beginning on the date of the Executive’s termination and ending on the one (1) year anniversary of such termination or, if earlier, the date on which the Executive becomes eligible to receive comparable benefits from any other employer or the date on which such coverage terminates under Section 4980B of the Code (as defined below) (in any case, the “Change in Control Severance Period”) on the same terms and conditions existing immediately prior to termination, with the costs of such benefits (including the Company’s portion of any premiums) paid by the Company on the Executive’s behalf included in the Executive’s gross income to the extent required by applicable law; provided, that the Executive shall continue to pay the same amount towards the cost of such benefits as paid immediately prior to the date of termination and shall comply with all applicable election and eligibility requirements; provided further, that if any plan pursuant to which such benefits are provided is not, or ceases to be, exempt from the application of Section 409A of the Code or the Company cannot provide the benefits without violating applicable law, then the Company shall instead pay to the Executive a lump-sum amount equal to the remaining costs of such benefits that would be paid by the Company through the Change in Control Severance Period (or remaining portion thereof). For purposes of this Agreement, # a “Change in Control Termination” shall mean: # the Executive’s employment with the Company is terminated without Cause within one-hundred eighty (180) days following a Change in Control, or # the Executive resigns the Executive’s employment with the Company for Good Reason within one-hundred eighty (180) days following a Change in Control; and # a “Change in Control” shall mean a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in [Section 1.409A-3(i)(5)])] of the Treasury Regulations.

Effect of Change in Control. Any specific terms applicable to an Option in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.

Notwithstanding the foregoing, if a Performance- Hurdled Restricted Stock Unit constitutes a “nonqualified deferred compensation arrangement” subject to Section 409A of the Code, then # the settlement of such Performance- Hurdled Restricted Stock Unit upon the Grantee’s Termination of Employment, other than due to the Grantee’s death, shall be delayed if the Grantee is a “Specified Employee” until the earlier of # the first day of the seventh month following the Grantee’s Termination of Employment and # the Grantee’s death; and # in the event that a Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code and the regulations thereunder, the Performance- Hurdled Restricted Stock Units shall be settled upon the first to occur of the events or dates set forth in clauses (i) and (ii) of this Paragraph 3(f) (but shall not be subject to the forfeiture provisions of Paragraph 3(b) following such Change in Control).

. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to the Company.

. The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Common

Effect of a Change in Control. In the event of a Change in Control, the following acceleration, exercisability, and valuation provisions will apply:

Effect of a Change in Control. In the event of a Change in Control, the number of Units shall be treated as set forth in Section 8.2.

Effect of Change in Control. Any specific terms applicable to a Stock Appreciation Right in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.