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.

Vesting Upon a Change in Control. The treatment of your PBRSUs in the event of a Change in Control shall be governed by [Section 11] of the Plan.

Vesting; Change in Control. All vesting is subject to the Outside Director’s continued service as a member of the Board through each applicable vesting date. Notwithstanding the foregoing, for each Outside Director who remains in continuous service as a member of the Board until immediately prior to the closing of a “Change in Control” (as defined in the Plan), any unvested portion of any restricted stock unit award granted in consideration of such Outside Director’s service as a member of the Board shall vest in full immediately prior to, and contingent upon, the consummation of the Change in Control.

Vesting Following Change in Control. Notwithstanding anything set forth in this Agreement to the contrary, if a Change in Control occurs prior to the earlier of # the Payment Date and # the forfeiture of the Long-Term Incentive Award pursuant to Section 3(d), then the Long-Term Incentive Award shall continue in accordance with its terms; provided, however, that if the Grantee’s employment with the ​ and its Subsidiaries is terminated subsequent to such Change in Control but prior to the end of the Performance Period either # by the ​ without Cause or # by the Grantee for Good Reason, then the Grantee will be entitled to receive an amount in full satisfaction of the Long-Term Incentive Award, payable on the Payment Date, equal to the product of # the Award Amount determined pursuant to this Agreement and the Statement of Performance Goal and # the Applicable Termination Percentage set forth in Section 3(b) above.

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

Accelerated Vesting; Change in Corporate Control. To the extent you have not previously vested in your rights with respect to this Award, your Award will become:

Effect of Change in Control. Upon a Change in Control, the Vesting Date for all NQSOs that have not vested or been forfeited shall be the earlier of # the date of the Option Holder’s Involuntary Termination, if such Involuntary Termination occurs within the twelve-month period commencing on the effective date of the Change in Control, or # the Vesting Date in Section 2.

Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation [Section 12(c)] thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on the date of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control.

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.

Acceleration upon a Change in Control. If an Officer’s Separation from Service occurred prior to a Change in Control, such Officer is receiving or is entitled to receive Payments that will continue after the Change in Control, and the Change in Control qualifies as a “change in control” for purposes of Code Section 409A, then, subject to the six (6) month delay for Specified Employees in effect under Section 3.3(e), the Payments due after such Change in Control will be accelerated and paid to Officer in a lump sum payment, as soon as practicable, but not more than ninety (90) days, following such Change in Control. The lump sum Payment under this Section 3.3(c) will be calculated in the same manner as the lump sum calculated under Section 3.3(d)(i), below.