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Performance Awards. In the event of a Change in Control, the number of Shares or units subject to each of the Participant’s outstanding Performance Awards granted under the Plan that may vest shall be deemed to be equal to the goal payout of such Performance Award and the remainder of the Award will terminate, regardless of whether the Participant’s outstanding Performance Awards are assumed or replaced as provided in [Section 11(b)(1)] above. In the event of a Change in Control in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, such outstanding Performance Awards will continue to be subject to any continuing service requirements of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the continuing service period of the Performance Awards, the Participant’s employment:

Performance Awards. In the event ofthe Participant’s employment is involuntarily terminated within one year after a Change in Control, if any Award held by the Participant is not assumed by the successor entity it shall vest irrespective of whether the vesting period has been completed. In the case of Performance Shares, the number of Shares or units subject to each ofshares will be calculated as if the Participant’s outstanding Performance Awards granted under the Plan that may vest shall be deemed to be equal to the goal payout of such Performance Award and the remainder of the Award will terminate, regardless of whether the Participant’s outstanding Performance Awards are assumed or replaced as provided in [Section 11(b)(1)] above. In the event of a Change in Control in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, such outstanding Performance Awards will continue to be subject to any continuing service requirements of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the continuing service periodtarget number of the Performance Awards, the Participant’s employment:Goals had in fact been earned.

Performance Awards. InUpon the eventoccurrence of a Change in Control, the number of Shares or units subject to each of the Participant’s outstanding Performance Awards granted under the Plan that may vestare not Assumed by the person(s) or entity(s) effecting the Change in Control shall become fully vested and exercisable on the date of the Change in Control, any restrictions that apply to such Awards shall lapse, and any performance-based Award shall be deemed to be equal tosatisfied based on actual performance through the goal payoutdate of such Performance Award and the remainder of the Award will terminate, regardless of whether the Participant’s outstanding Performance Awards are assumed or replaced as provided in [Section 11(b)(1)] above. In the event of a Change in Control in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, such outstanding Performance Awards will continue to be subject to any continuing service requirements of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and duringif such performance is determinable in the continuing service periodjudgement of the Performance Awards, the Participant’s employment:Committee, and based on target level performance if actual performance is not determinable. Payment with respect to such Awards shall be made as follows:

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