Vesting Upon Change in Control. Notwithstanding [Sections 4(a) and 4(b)])] above, if in the event of a Change in Control, the Restricted Stock are not assumed, substituted, or otherwise replaced by the New Employer with substantially similar awards relating to shares that are traded on an established United States securities market, or which will be so traded within sixty (60) days following the Change in Control, then the Restricted Stock shall become fully vested and non-forfeitable as of the date of the Change in Control.

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.

Benefits Upon Change of Control. If, as of the date of a Change of Control which occurs during the Employment Period (including on the Effective Date), the Executive is employed by the Company or one of its Affiliated Companies, then as of such date:

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].

Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to # two (2) times Employee's average annual cash compensation (including base salary and annual cash incentive awards, but excluding the award, exercise, vesting or settlement of stock options or other equity-based awards) for the three completed 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.

Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation [Section 13(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.

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.