Change in Control. Upon a Change in Control, as defined in the Plan, all unvested RSUs shall fully vest and will be settled in accordance with Section 4 above.

Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a Change in Control prior to the Vesting Date, the RSUs that are then unvested shall become vested as follows as of the date of the Change of Control. For purposes of this Agreement, “Change in Control” shall mean a Change in Control (as defined under the Plan) that constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

Acceleration on Change in Control. All of the RSUs shall immediately vest if a Change in Control (as defined in [Section 2.4] below) occurs.

Change of Control. Upon the occurrence of a Change in Control as defined in [Section 5A(c)], the Committee may accelerate the vesting of outstanding RSUs, in whole or in part, as determined by the Committee, in its sole discretion.