Change of Control. A “Change of Control” shall be deemed to have occurred on the first to occur of any one of the events set forth in of the following paragraphs:

Change of Control. In the event there is a "change in control" of the Company, the Shares granted to you shall be treated as set forth in the Equity Plan and underlying award agreements as established by the Compensation Committee.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following after the Effective Date:

Change in Control. The term “Change in Control” means:

Change in Control. Notwithstanding the provisions of Section 3(a), in the event of a Change in Control while the Participant remains in employment, if the Awards are not assumed or replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/or cease to remain outstanding immediately following the Change in Control, each Participant will earn, as of the effective date of the Change in Control, the Achieved Shares determined for the Participant at the end of the Measurement Period pursuant to Section 2, but in no event less than 100% of the target number of the Participant’s Performance Shares. After a Change in Control, references to the “Company” as they relate to this Plan shall refer to the successor entity.

Change in Control. In the event of a Change in Control 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 Committee) 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 in its sole discretion or # provide that for a period of at least 30 days prior to the Change in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.

Change in Control. If a Change in Control occurs while you continue to serve as a Director and prior to the Scheduled Vesting Date, then all of the unvested Units shall vest as of the date of the consummation of such Change in Control.

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.

Change in Control. In the event of a Change in Control prior to the occurrence of any other Release Event, the Director will receive 100% of the Awards. Subject to Section 10, the Awards will be released pursuant to Section 2 above.

In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934: