Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to # two times Employee's average annual cash compensation (including base salary and cash bonuses, but excluding the award or exercise of stock options or stock grants) for the three fiscal years (or lesser number of fiscal years if the Employee's employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus # the amount of the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 2(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee's employment is terminated by the Company for any reason other than for Cause (a "Change in Control Termination”), then the Employee shall be entitled to the following severance benefits:

Change In Control Termination Payment. The term “Change In Control Termination Payment” shall mean a cash payment equal to the sum of:

Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under [Section 4] of the Agreement, the time of the Change in Control Payment and

Change in Control Payment. The provisions of this Section 6 are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of a Change in Control. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 5(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 18 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence of a Change in Control (provided that any obligation to satisfy payment obligations thereafter shall remain in effect until all such payments are made).

Vesting upon Change in Control. In the event of a “Change in Control” of ​, the Restricted Stock Units shall immediately become fully vested and the shares subject to the Award shall be delivered to the Participant. The term “Change in Control” shall have the following meaning assigned to it in this Agreement. A “Change in Control” of ​ shall have occurred if # any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than ​, any trustee or other fiduciary holding securities under an employee benefit plan of ​ or any corporation owned, directly or indirectly, by the stockholders of ​ in substantially the same proportions as their ownership of stock of ​), either is or becomes the “beneficial owner” (as defined in Rule 13d‑3 under the Exchange Act), directly or indirectly, of securities of ​ representing 30% or more of the combined voting power of ​’s then outstanding securities, # during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new Director (other than a Director designated by a person who has entered into an agreement with ​ to effect a transaction described in clause (i), (iii) or (iv) of this subparagraph) whose election by the Board of Directors or nomination for election by ​’s stockholders was approved by a vote of at least two‑thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, unless the approval of the election or nomination for election of such new Directors was in connection with an actual or threatened election or proxy contest, # the stockholders of ​ approve a merger or consolidation of ​ with any other corporation, other than # a merger or consolidation which would result in the voting securities of ​ outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of ​ or such surviving entity outstanding immediately after such merger or consolidation or # a merger or consolidation effected to implement a recapitalization of ​ (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of ​’s then outstanding securities or # the stockholders of ​ approve a plan of complete liquidation of ​ or an agreement for the sale or disposition by ​ of all or substantially all of ​’s assets or any transaction having a similar effect. Notwithstanding the foregoing, if any payment due under this Section 2 is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under Treasury Regulation § 1.409A‑3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but delivery of the shares subject to the Award shall be delayed until the end of the Restriction Period.

Distribution Upon Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, a Participant’s accrued Supplemental Retirement Benefit (including amounts in pay status) shall be paid to the Participant (or, in the event the Participant dies prior to the Change in Control and has elected to receive his Supplemental Retirement Benefit in the form of a Joint & Survivor Annuity, to the Participant’s surviving spouse) in a cash lump sum as soon as administratively practicable but in no event more than 10 business days after the Change in Control. In the event that the person who is eligible to receive payment under this Section 3.2.3 dies after a Change in Control but prior to distribution of his Supplemental Retirement Benefit, the entire amount of such Supplemental Retirement Benefit, as determined under this Section 3.2.3 shall be paid to his surviving spouse or his estate, if there is no surviving spouse, as soon as administratively practicable following such person’s death. This lump sum payment shall equal the Actuarial Equivalent present value of the Supplemental Retirement Benefit.

In the event of a Change of Control (and whether or not the Participant’s employment terminates), each Participant shall be entitled, as compensation for services rendered before the Change of Control, regardless of whether the Participant remains employed after the Change of Control (subject to any applicable payroll or other taxes required to be withheld), to:

Upon a Change of Control of the Company, a Participant shall be paid the balance of his Account in a lump sum within sixty (60) days following the date on which the Change of Control occurs; provided that, if such sixty-day period ends in the taxable year following the year in which the Change of Control occurs, the Participant shall not have the right to designate the year of payment, and the payment shall occur in the taxable year in which such sixty (60) day period ends

Credit Upon Change-in-Control. Upon a Change-in-Control that causes the Plan to be terminated under [Section 8.3.2], the Plan Administrator shall credit to a Participant’s Account as of the date of the Plan termination a Restoration Match Credit determined for the Plan Year for that Participant under Section 3.2.2 through such date. Any subsequent determination of the Restoration Match Credit during the same Plan Year will be made under Section 3.2.2, less any amounts previously credited under this Section 3.2.4.