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Impact on Certain Awards. Award Agreements may provide that in the event of a Change in Control of the Company: # Options and Stock Appreciation Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment therefor if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and # all Performance Awards shall be considered to be earned and payable (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control and either based on achievement of target or actual performance during such period), and any limitations or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.

Impact on Certain Awards. Award Agreements may provide thatChange 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 Company: #Committee) which, in the case of Options and Stock Appreciation Rights outstanding asRights, may equal the excess, if any, of value of the date ofconsideration to be paid in the Change in Control shall be cancelled and terminated without payment therefortransaction 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 one Sharethe 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 dateChange in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price,Control, such Options shall terminate and # all Performance Awards shall be considered to be earnedof no further force and payable (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control and either based on achievement of target or actual performance during such period), and any limitations or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.effect.

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