Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that # Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; # upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; # outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or # any combination of the foregoing. In taking any of the actions permitted under this Section 14.3, the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.

Merger or Change in Control. In the event of a mergerNotwithstanding any other provision of the Company with or into another corporation or other entity orPlan to the contrary and unless otherwise provided in an Award Agreement, upon the occurrence of a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) withoutmay, in its sole and absolute discretion, provide on a Participant’s consent, including, without limitation,case by case basis that # all Awards will be assumed, or substantially equivalent awards will be substituted, byshall terminate, provided that Participants shall have the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; # upon written notice to a Participant, that the Participant’s Awards will terminate upon orright, immediately prior to the consummationoccurrence of such merger or Change in Control; # outstanding Awards will vestControl and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation ofduring such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rightsreasonable period as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Administrator in its sole discretion;discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to the vested portion of the Award net of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In taking anythe event that the Administrator does not terminate or convert an Award upon a Change in Control of the actions permitted under this Section 14.3,Company, then the Administrator will notAward shall be obligated to treat all Awards, allassumed, or substantially equivalent Awards heldshall be substituted, by a Participant, all Awards of the same type,acquiring, or all portions of Awards, similarly.succeeding corporation (or an affiliate thereof).

Except as may otherwise be provided in any applicable Award Agreement or Change in Control. In the event of a merger ofother written agreement entered into between the Company with or into another corporation or other entity or(or an Affiliate) and a Participant, if a Change in Control occurs and a Participant's outstanding Awards are not continued, converted, assumed, or replaced by the surviving or successor entity in such Change in Control, each outstanding Award will be treated as the Administrator determines (subjectthen immediately prior to the provisions ofChange in Control such outstanding Awards, to the following paragraph) without a Participant’s consent, including, without limitation, that # Awards will beextent not continued, converted, assumed, or substantially equivalent awards willreplaced, shall become fully vested and, as applicable, exercisable and shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; # upon written notice to a Participant, that the Participant’s Awards will terminate upon ordeemed exercised immediately prior to the consummation of such merger or Change in Control; # outstandingtransaction, and all forfeiture, repurchase and other restrictions on such Awards will vest and become exercisable, realizable, or payable, or restrictions applicableshall lapse immediately prior to such transaction. If an Award will lapse,vests and, as applicable, is exercised in wholelieu of continuation, conversion, assumption or replacement in part prior to or upon consummation of such merger orconnection with a Change in Control, and, to the extent the Administrator determines,shall notify the Participant of such vesting and any applicable deemed exercise, and the Award shall terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (d) (i)Control. Upon, or in anticipation of, a Change in Control, the termination of an AwardAdministrator may cause any and all Awards outstanding hereunder to terminate at a specific time in exchange for an amount of cash and/or property, if any, equalthe future, including, without limitation, to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of such Change in Control, and shall give each Participant the occurrenceright to exercise such Awards during a period of time as the transaction (and, forAdministrator, in its sole and absolute discretion, shall determine. For the avoidance of doubt, if asthe value of an Award that is terminated in connection with this Section 12.2(d) is zero or negative at the datetime of the occurrence of the transaction the Administrator determinessuch Change in good faith that no amount would have been attainedControl, such Award shall be terminated upon the exerciseChange in Control without payment of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or # any combination of the foregoing. In taking any of the actions permitted under this [Section 14.3], the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.consideration therefor.

MergerIf there is a Change of Control, the Administrator may, without the consent or Change in Control. Inapproval of any Eligible Participant, affect one or more of the eventfollowing alternatives only, which may vary among individual Eligible Participants and which may vary among Awards held by any individual Eligible Participant: # provide for the substitution of a merger of the Company with or into another corporationnew Award or other entityarrangement (which, if applicable, may be exercisable for such property or a Change in Control, each outstanding Award will be treatedstock as the Administrator determines (subjectdetermines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Section 424(a) of the Code applies; # subject to the provisionsrestrictions contained in the paragraph immediately below, provide for acceleration of the following paragraph) without a Participant’s consent, including, without limitation, that # Awards will be assumed,vesting and exercisability of, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kindlapse of shares and prices; # upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; # outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse,restrictions, in whole or in part prior to or upon consummation of such merger or Change in Control,part, with respect to, the Award and, toif the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (d) (i)transaction is a cash merger, provide for the termination of anany portion of the Award that remains unexercised at the time of such transaction; or # subject to the restrictions contained in exchange forthe paragraph immediately below, cancel any such Awards and to deliver to the Eligible Participants cash in an amount of cash and/or property, if any,that the Administrator shall determine in its sole discretion is equal to the amount that would have been attained upon the exercisefair market value of such Award or realization of the Participant’s rights as ofAwards on the date of such event, which in the occurrencecase of Options or SARs shall be the excess of the transaction (and, for the avoidanceFair Market Value of doubt, if as of theShares on such date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained uponover the exercise price of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or # any combination of the foregoing. In taking any of the actions permitted under this Section 14.3, the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.Award.