Plan Termination and Liquidation on Account of a Change-in-Control Upon a Change-in-Control, the Plan will terminate and payment of all amounts under the Plan will be accelerated if and to the extent provided in this [Section 732]

Change of Control; Termination on Account of Change of Control. As set out above, in the event of a Change of Control, 100% of the Option and RSUs will become vested and exercisable. This provision supersedes any conflicting provisions relating to vesting upon a Change of Control stipulated in the Stock Option Plan and Share Unit Plan, respectively. In the event Employee’s employment is terminated without Cause or by Employee for Good Reason within 12 months following a Change of Control, Employee shall be entitled to receive # Earned Pay, # two times (2x) the amount of Severance Pay, # two times (2x) the amount of the COBRA Cash Stipend and # the Employee’s full bonus for the prior calendar year if it has not yet been paid and the Employee’s full bonus for the current calendar year. ((ii) – # collectively, the “Change of Control Severance Pay”). The Change of Control Severance Pay shall be paid in a lump sum payment within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in [Section 5.3] of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, the lump sum payment will be made in the second calendar year. The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, at all times, the conditions described in [Section 5.3], [Section 5.4], [Article IV] and [Article VI] to receive the Change of Control Severance Pay following Employee’s termination of employment. Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in [Article IV], Employee shall repay all Severance Pay paid to Employee following the cessation of Employee’s employment with the Company.

In the event of a Plan termination following a Change-in-Control under [Section 7.3.2] that causes a Trust to be established and funded pursuant to [Section 6.3] where distribution of a Participant’s Account may not be made from the Trust within 60 days of the event because of restrictions imposed by Code section 409A, then the Participant’s Account as of the date of such event will no longer receive adjustments determined pursuant to [Section 3.3].

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this [Section 8]. The date on which the Employer or Employee receives notice in accordance with [Section 15(i)] of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

Change in Control Termination. "Change in Control Termination" shall have the meaning set forth in Paragraph 2.

Change of Control Termination. [Section 1] of the Option Agreement is hereby amended by the addition of a new paragraph # as follows:

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the twenty-four (24)-month period following a Change in Control, a Participant is removed or the Participant’s service as a director is otherwise involuntarily terminated (other than as a result of the Participant’s failure to receive at an annual or special meeting of shareholders of the Company or the New Company, as applicable, the requisite shareholder vote necessary to be re-elected a director), # all outstanding Options and Stock Appreciation Rights held by such Participant shall become vested and exercisable immediately upon such termination and # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately upon such termination.

Termination After Change in Control. If the Company (or its successor or the surviving entity) terminates your employment without Cause within twelve (12) months after the effective date of any Change in Control, or if you terminate your employment for Good Reason within twelve (12) months after the effective date of any Change in Control, then in addition to the benefits set forth in [Section 13(a)], you will be entitled to the following: # an increase of ​ in your annual base salary amount (or an additional ​ per month), which increased annual base salary amount shall be paid for the remainder of the Term (or the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # a gross-up in the annual base salary amount each year to account for and to offset any tax that may be due by you on any payments received or to be received by you under this Letter Agreement that would result in a “parachute payment” as described in Section 280G of the Code; # payment of your annual bonus amount as set forth in [Section 13(a)(ii)] for each year during the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # health insurance coverage provided for and paid by the Company for the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; and # vested Equity Incentives and additional Stock Options shall be fully and immediately available.

Termination After Change in Control. If the immediate vesting described in the preceding paragraph does not apply, but the Company or a Subsidiary terminates the Grantee’s employment for any reason other than Cause within two years following the Change in Control, the RSUs and the related Dividend Equivalents will immediately vest upon such Termination of Employment (such date, if applicable, also a Vesting Date) and will be settled within 90 days of Termination of Employment in accordance with [Section 2] above, unless otherwise provided in [Section 10(b)] below.