Common use of Change in Control Clause in Contracts

Change in Control. If there is a Change in Control (other than a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (other than as defined in the Employment Agreement): A. If a Change in Control which has been approved by a majority occurs and the then-outstanding and unvested portion of the Board this Award is not continued following such event or assumed or converted into restricted stock units of Directors who were directors immediately prior any successor entity to such Change in Control) then (i) all determinations by the Company pursuant to or a parent thereof (the first sentence of “Successor Entity”), the continued Service vesting requirement set forth under Section 3 hereof and Section 145(d3(A) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Award shall be deemed to be approved by satisfied, the Company. Such counseloutstanding Restricted Stock Units subject to such portion shall be deemed vested, among other things, and such Restricted Stock Units shall render its written opinion to be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the Board ownership of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees a substantial portion of the specialassets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), independent counsel referred to above outstanding and to fully indemnify such counsel against any and all expenses vested Restricted Stock Units (including attorneys' fees)any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, claims, liabilities and damages arising out penalty or interest under Section 409A of or relating the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to this Agreement or its engagement pursuant hereto. As used the Award will not be made in this Agreementconnection with the Change in Control, the terms "affiliate" Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and "associate" unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall have continue to apply following such Change in Control, and any portion of the respective meanings ascribed Award that vests pursuant to such terms provisions shall be settled as provided in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date Section 5 of this Agreement.

Change in Control. (a) For purposes of this Agreement, a “Change in Control” shall have the meaning assigned to such term in the National Commerce Corporation 2011 Equity Incentive Plan, as amended from time to time. (b) If there is a Change in Control (other than as defined above) occurs before the Executive experiences a Change Separation from Service with the Bank or its affiliate (or while the Executive is deemed to be in Control which has been approved by a majority the full-time employment with the Bank due to Section 2(c) on account of being Substantially Disabled), then the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant Executive shall become 100% vested and thus entitled to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or Full Benefit upon any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (includingsubsequent Separation from Service, including but not limited to, a Separation from Service that is For Cause. In such case, the Full Benefit shall be payable to the Executive beginning on the Payment Commencement Date without exception. (c) If the Bank is advised by its counsel and/or its tax advisors that any payment or benefit received or to be received by Executive, whether pursuant to the terms of this Agreement, or any other plan, arrangement or agreement with the Bank or an affiliate thereof (collectively the “Total Payments”) would not be deductible (in whole or in part) as a result of Section 280G of the Code, by the Bank or an affiliate thereof, the parties hereby agree, to the extent possible, to take all action and execute all documents necessary to insure that none of the payments made to Executive shall be treated as “parachute payments” for the purposes of disallowance of deductions under Code Section 280G; provided, however, that to the extent the foregoing is not possible, payments or benefits shall be so reduced or, to the extent possible, adjusted (in accordance with Section 409A) so that no portion of the Total Payments is not deductible by the Bank (or its affiliate, as the case may be). Subject to compliance with Section 409A, Executive shall be entitled to elect which payments or benefits shall be so reduced or, to the extent possible, adjusted. Notwithstanding the foregoing, if the Executive is a party to an employment agreement with the Bank or an affiliate thereof that contains express provisions regarding Code Section 280G and/or Code Section 4999 (or any similar successor provisions), the Code Section 280G and/or Code Section 4999 provisions of such legal opinion provided under employment agreement shall control (for example, and without limitation the Executive may be a party to an employment agreement with the Bank or an affiliate thereof that provides for a “gross-up” or a “cut-back” in the event that the Code Section 145 280G threshold are reached or exceed in connection with a Change in Control). (d) From and after the occurrence of a Change in Control, the Bank shall pay all reasonable legal fees and expenses incurred by the Executive seeking to obtain or enforce any right or benefit provided by this Agreement promptly from time to time, at the Executive’s request, as such fees and expenses are incurred; and the Executive shall be under no obligation to reimburse the Bank for any such fees and expenses regardless of whether the Executive was successful in seeking to obtain or enforce any right or benefit provided by this Agreement. The Bank’s obligation in this regard shall continue until such time as a final determination (including any appeals) is made with respect to the proceedings; provided, however, that such proceedings must commence prior to the expiration of any applicable statute of limitations and payment of such reimbursements must be made as soon as feasible following the date the Executive submits verification of the DGCL) expenses incurred but not later than the Company (including last day of the Board Executive’s taxable year following the taxable year in which the expenses are incurred. The Executive’s right to payment of Directors) shall seek legal advice from (fees and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval expenses hereunder shall not be unreasonably withheld)subject to liquidation or exchange for another benefit, and who has not otherwise performed services the amount of fees and expenses eligible for the Company (or any subsidiary reimbursement in one taxable year of the Company) or an Acquiring Person (or Executive shall not affect the expenses eligible for reimbursement in any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementtaxable year.

Change in Control. If there is (a) Unless Employee elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that VPI may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of VPI hereunder or that VPI may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 12 shall be applicable. (other than b) In the event of a pending Change in Control which has been approved by a majority wherein VPI and Employee have not received written notice at least five (5) business days prior to the anticipated closing date of the Board transaction giving rise to the Change in Control from the successor to all or a substantial portion of Directors who were directors immediately prior VPI's business and/or assets that such successor is willing as of the closing to assume and agree to perform VPI's obligations under this Agreement in the same manner and to the same extent that VPI is hereby required to perform, then such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control shall be deemed to be approved a termination of this Agreement by VPI without cause during the Company. Such counselTerm and the applicable portions of paragraph 5(d) will apply; however, among other thingsunder such circumstances, the amount of the severance payment due to Employee shall render its be triple the amount calculated under the terms of paragraph 5(d) and shall payable in a lump sum payment and the noncompetition provisions of paragraph 3 shall not apply. (c) In any Change in Control situation, Employee may elect to terminate this Agreement by providing written opinion notice to VPI at least five (5) business days prior to the Companyanticipated closing of the transaction giving rise to the Change in Control. In such case, the Board applicable provisions of Directors and Indemnitee paragraph 5(d) will apply as to whether and to what extent though the Indemnitee would be permitted to be indemnified Company had terminated the Agreement without cause during the Term; however, under applicable law. The Company agrees to pay such circumstances, the reasonable fees amount of the special, independent counsel referred severance payment due to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, Employee shall be double the amount calculated under the terms "affiliate" of paragraph 5(d) and "associate" shall be payable in a lump sum payment and the noncompetition provisions of paragraph 3 shall all apply for a period of two (2) years from the effective date of termination. Employee shall have the respective meanings ascribed right to waive Employee's right to receive the severance compensation payable under this paragraph 12(c) (by a written waiver delivered to VPI on the effective date of the termination), in which case the noncompetition provisions of paragraph 3 shall not apply. (d) For purposes of applying paragraph 5 hereof under the circumstances described in (b) and (c) above, the effective date of termination will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by VPI at or prior to such terms in Rule 12b-2 closing. Further, Employee will be given sufficient time and opportunity to elect whether to exercise all or any of Employee's vested options to purchase VPI Common Stock, including any options with accelerated vesting under the provisions of VPI's 1998 Long-Term Incentive Plan, such that Employee may convert the options to shares of VPI Common Stock at or prior to the closing of the General Rules and Regulations under transaction giving rise to the Act and Change in effect on the date of this AgreementControl, if Employee so desires.

Change in Control. If there is In the event a Change in Control occurs, then the following provisions will apply: (other than a i) To the extent no provision is made in connection with the Change in Control which has been approved by for an Award that satisfies the requirements of Paragraph 8(d)(ii) below (a majority “Replacement Award”) in assumption of the Board of Directors who were directors or substitution for this Award, if this Award is outstanding immediately prior to such the Change in Control) then Control (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldan “Existing Award”), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Companythen, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of the Change in Control all restrictions on outstanding PSUs shall lapse, and (A) shares of Stock equal to the number of vested PSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you. (ii) An Award meets the conditions of this AgreementParagraph 8(d)(ii) (and hence qualifies as a “Replacement Award” for an Existing Award) if (A) it is a PSU, (B) it has a value at least equal to the value of the Existing Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or its “parent corporation” (as defined in Code Section 424(e)) or “subsidiary corporation” (as defined in Code Section 424(f)) following the Change in Control, (D) the Grantee holding the Existing Award is subject to U.S. federal income tax under the Code, the tax consequences to such Grantee under the Code of the Replacement Award are not less favorable to such Grantee than the tax consequences of the Existing Award, and (E) the Replacement Award’s other terms and conditions are not less favorable to such Grantee than the terms and conditions of the Existing Award (including the provisions that would apply in the event of a subsequent Change in Control and provisions with respect to dividend equivalents). Without limiting the generality of the foregoing, the Replacement Award may take the form of an assumption of the Existing Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 8(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (iii) If the Grantee terminates his or her employment for Good Reason (as defined below) or the Grantee is involuntarily terminated for reasons other than for Cause (as defined below), in each case during the period of two years after the Change in Control, all restrictions on outstanding PSUs shall lapse, and (A) shares of Stock equal to the number of vested PSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you within 60 days following such termination. For purposes of this Paragraph 8(d),

Change in Control. If there (i) In the event that, prior to the Vesting Date and prior to the date on which any applicable Award LTIP Units have otherwise been forfeited and (a) while the Grantee is an employee and is providing services to the Company or a Related Company (as defined in the Plan), the Grantee’s employment is terminated by the Company or the successor to the Company or a Related Company which is the Grantee’s employer for reasons other than Cause (as defined in the Plan), in any such case within 24 months following a Change in Control (other than as defined in the Plan) or (b) the Plan is terminated by the Company or its successor following a Change in Control without provision for the continuation of this Award to the extent then unvested, then the Award LTIP Units (or to the extent applicable such other award, security or right to payment into which has been approved such Award LTIP Units converted in connection with the Change in Control, as determined by a majority of the Board of Directors who were directors immediately prior parties to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof extent they have not otherwise cancelled or forfeited, shall immediately vest and Section 145(d) the date of the DGCL vesting shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and “Vesting Date.” (ii) with respect to all matters thereafter arising concerning the rights For purposes of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by 11, the Company, any Approved Law Firm selected by Indemnitee Grantee’s employment shall be deemed to be approved terminated by the Company or its successor (or a Related Company) if the Grantee terminates employment after (i) a substantial adverse alteration in the nature of the Grantee’s status or responsibilities from those in effect immediately prior to the Change in Control, or (ii) a material reduction in the Grantee’s annual base salary and target bonus, if any, as in effect immediately prior to the Change in Control. Such counselIn any event, among if, upon a Change in Control, awards in other thingsshares or securities are substituted for outstanding Awards pursuant to Section 4 of the Plan (or a successor provision), shall render its written opinion to and immediately following the Change in Control, the Grantee becomes employed by the entity into which the Company merged, or the purchaser of substantially all of the assets of the Company, or a successor to such entity or purchaser, the Board Grantee shall not be treated as having terminated employment for purposes of Directors and Indemnitee this Section 11 until such time as to whether and to what extent the Indemnitee would be permitted Grantee ceases to be indemnified under applicable law. The an employee and/or ceases to provide services to the merged entity or purchaser (or successor), as applicable. (iii) Notwithstanding the foregoing, unless otherwise provided in the Plan or by the Company agrees in its discretion, the Award LTIP Units and the benefits evidenced by this Agreement do not create any entitlement to pay have the reasonable fees Award LTIP Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the stock of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of Company or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 equity securities of the General Rules and Regulations under the Act and in effect on the date of this AgreementPartnership.

Change in Control. If there is In the event a Change in Control of the Corporation (other than as defined in the Plan) occurs prior to the end of the Performance Measurement Period, the Administrator shall determine the number of shares of Stock to be issued in accordance with the principles set forth in Paragraph 2 based upon the Corporation’s performance relative to the Peer Group’s during the Shortened Performance Measurement Period. In the event a Change in Control which has been approved by a majority of the Board Corporation (as defined in the Plan) occurs after the end of Directors who were directors immediately the Performance Measurement Period but prior to such the Vesting Date, the Administrator shall determine the number of shares of Stock to be issued to the Grantee in accordance with the provisions of Paragraph 2. The requirement that the Grantee be employed by the Corporation through the Vesting Date shall be waived in the event of a Change in ControlControl of the Corporation. If the Change in Control of the Corporation qualifies as a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”), the shares of Stock so determined under this Paragraph 5 (or cash equivalent if shares of Stock are no longer available) then shall be issued to the Grantee immediately following the Change in Control of the Corporation, subject to certification of performance achievement of the Corporation within ten (10) days after performance results for the Corporation and the Peer Group become available. If the Change in Control of the Corporation does not qualify as a “change in control event” within the meaning of Section 409A, and subject to certification of performance achievement of the Corporation within ten (10) days after performance results for the Corporation and the Peer Group become available, the shares of Stock so determined under this Paragraph 5 (or cash equivalent if shares of Stock are no longer available) shall be issued to the Grantee upon the earliest of (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and Vesting Date, (ii) with respect to all matters thereafter arising concerning the rights Grantee’s death, or (iii) the Grantee’s “separation from service” within the meaning of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law Section 409A; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A upon his separation from service, the issuance shall be delayed until the seventh month after the Grantee’s separation from service. Notwithstanding the foregoing, in the event the Change in Control of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion Corporation occurs prior to the Companycompletion of at least one full calendar quarter in the Shortened Performance Measurement Period, no shares of Stock will be issued to the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementGrantee.

Change in Control. If there is (a) Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo a Change in Control (other than as defined below). In the event a Change in Control which has been approved by is initiated or occurs during the Initial Term or any Extended Term, then the provisions of this paragraph 11 shall be applicable. (b) In the event of a majority Change in Control wherein AmPaM and Executive have not received written notice at least ten business days prior to the date of the Board event giving rise to the Change in Control from the successor to all or a substantial portion of Directors who were directors immediately prior the AmPaM's business and/or assets that such successor is willing as of the closing to assume and agrees to perform, or continue to cause the Company to perform, the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, then Executive may, at Executive's sole discretion, elect to terminate Executive's employment on the effective date of such Change in Control by providing written notice to the AmPaM Board at least five business days prior to the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(d) then will apply as though the Company had terminated Executive without Cause; however, the amount of the lump sum severance payment due Executive shall be triple the amount calculated under the terms of paragraph 4(d), but shall in no event exceed six times Executive's annual base salary. (c) In any Change in Control situation, Executive may, at Executive's sole discretion, elect to terminate Executive's employment upon the effective date of such Change in Control by providing written notice to the AmPaM Board at least five business days prior to the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(d) will apply as though the Company had terminated Executive without Cause; however, the amount of the lump sum severance payment due Executive shall be double the amount calculated under the terms of paragraph 4(d), but shall in no event exceed four times Executive's annual base salary. (d) If, on or within two years following the effective date of a Change in Control the Company terminates Executive's employment other than for Cause or Disability or if Executive terminates his employment for Good Reason, or if Executive's employment with the Company is terminated by the Company within three months before the effective date of a Change in Control and it is reasonably demonstrated that such termination (i) all determinations by was at the Company pursuant request of a third party that has taken steps reasonably calculated to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel effect a Change in a written opinion pursuant to Section 145(d) of the DGCL and Control, or (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than arose in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the or anticipation of a Change in Control, then Executive shall receive from Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by in a lump sum payment due on the Company. Such counsel, among other things, shall render its written opinion to the Companyeffective date of termination, the Board greater of Directors and Indemnitee as to whether and to what extent (i) the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay equivalent of three years' annual base salary at the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and rate in effect on the date of Executive's termination, or (ii) the base salary for whatever period is then remaining on the Initial Term, if any, which payment shall be in lieu of any amounts otherwise payable pursuant to paragraph 4(d). (e) A "Change in Control" shall be deemed to have occurred if: (i) any person, entity or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"), other than the AmPaM Companies or an employee benefit plan of the AmPaM Companies, acquires, directly or indirectly, the beneficial ownership (as defined in Section 13(d) of the Act) of any voting security of AmPaM and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing 20% or more of the total voting power of all of the then outstanding voting securities of AmPaM entitled to vote generally in the election of directors; (ii) upon the first purchase of AmPaM's common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by AmPaM); (iii) the stockholders of AmPaM shall approve a merger, consolidation, recapitalization or reorganization of AmPaM, or a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of all of the outstanding voting securities of AmPaM immediately prior to the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; (iv) the stockholders of AmPaM shall approve a plan of complete liquidation or dissolution of AmPaM or an agreement for the sale or disposition by AmPaM of all or substantially all of AmPaM's assets; or (v) if, at any time during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company's stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. (f) Notwithstanding anything in this Agreement to the contrary, a termination pursuant to paragraph 11(b), (c), or (d) shall operate to automatically waive in full the noncompetition restrictions imposed on Executive pursuant to paragraph 3. (g) If it shall be finally determined that any payment made or benefit provided to Executive in connection with a Change in Control of the Company or AmPaM, whether or not made or provided pursuant to this Agreement, is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor thereto, the Company shall pay Executive an amount of cash (the "Additional Amount") such that the net amount received by Executive after paying all applicable taxes on such Additional Amount shall be equal to the amount that Executive would have received if Section 4999 were not applicable.

Change in Control. If there In the event of a Change in Control, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards; (iv) terminate upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a date immediately prior to consummation of the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 15(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control (other than a is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control which has been approved Control, then any assumed or substituted Award held by the terminated Participant at the time of termination shall accelerate and become fully vested (and exercisable in full in the case of Options and SARs), and any repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a majority more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the Board of Directors who were directors previous sentence shall occur immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) effective date of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Participant’s termination, unless an Award Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementprovides otherwise.

Change in Control. If there is (a) (1) Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Option as it deems appropriate, including, without limitation, (i) causing the Option to immediately become exercisable in full or (ii) electing that the Option be surrendered to the Company by the holder thereof, that the Option be immediately canceled by the Company and that the holder of the Option receive, within sixty (60) days following the occurrence of the Change in Control, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Option, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control, over the purchase price per share of Stock subject to the Option. (2) In the event of a Change in Control pursuant to Section (other than a Change b)(3) or (4) below in Control connection with which has been approved by a majority the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Directors who were directors immediately prior Stock available under the Plan, whether or not then subject to an outstanding option, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control) then (i) all determinations by . In the Company pursuant to event of any such substitution, the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) purchase price per share with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) Option shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved be appropriately adjusted by the Company Committee (which approval whose determination shall not be unreasonably withheldfinal, binding and conclusive), and who has not otherwise performed services for such adjustment to be made without an increase in the Company aggregate purchase price. (3) Any adjustment or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel substitution pursuant to this Section 4 and such counsel has been approved 2.6(a) shall be undertaken by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by Board in compliance with the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board requirements of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees Section 409A of the specialCode applicable to stock rights, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' feeswithout limitation the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control before the date set forth under “End of Performance Period” above and while the Participant continues to be an Employee of the Company (other than unless the Participant has ceased to be an Employee of the Company as a result of employment termination as contemplated by Section 5(c) of this Agreement or as a result of Retirement as contemplated by Section 5(d) of this Agreement), then a number of Performance Shares determined as set forth under “Formula for Determining Performance Shares Earned” above based on the level of achievement of the Management Objectives specified under “Management Objectives” above during the period from and including the first day of the three-year period ending on the date set forth under “End of Performance Period” above through the date of the Change in Control which has been approved by a majority (or, if the financial information needed to determine the level of achievement of the Board Management Objectives is not available through the date of Directors who were directors immediately the Change in Control, the most recent date prior to the Change in Control through which such information is available) shall, upon the date of the Change in Control, immediately become 100% vested and earned (or, if the Participant has ceased to be an Employee of the Company as a result of Retirement as contemplated by Section 5(d) of this Agreement before the date of the Change in Control, a pro rata portion, determined based on a fraction, the numerator of which shall be the number of days employed during the period from and including the first day of the three-year period ending on the date set forth under "End of Performance Period" above through and including the date of the Change in Control and the denominator of which shall be the total number of days in such period, of such number of Performance Shares shall immediately become vested and earned), and the Company shall issue or deliver the Common Shares underlying the Performance Shares so vested and earned (or the consideration that would have been issued or delivered in respect thereof had the Performance Shares so vested and earned been outstanding at the time of such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Participant in accordance with Section 3 hereof of this Agreement. In the event of a Change in Control on or after the date set forth under “End of Performance Period” above but on or before the Performance Vesting Date, any Earned Performance Shares shall become 100% vested and Section 145(d) of earned (or, if the DGCL shall Participant has ceased to be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law an Employee of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under as a result of Retirement as contemplated by Section 145 (d5(d) of this Agreement before the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary date of the CompanyChange in Control, a pro rata portion, determined as set forth in Section 5(d) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, of any Earned Performance Shares shall become vested and earned) upon the terms "affiliate" Performance Vesting Date and "associate" the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares so vested and earned (or the consideration that would have been issued or delivered in respect thereof had the respective meanings ascribed Earned Performance Shares so vested and earned been outstanding at the time of such Change in Control) to such terms the Participant in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date accordance with Section 3 of this Agreement.

Change in Control. If there In the event of a Change in Control, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards; (iv) terminate each Award upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a date immediately prior to consummation of the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 13(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control (other than a is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control which has been approved Control, then any assumed or substituted Award held by the terminated Participant at the time of termination shall accelerate and become fully vested (and exercisable in full in the case of Options), and any repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a majority more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the Board of Directors who were directors previous sentence shall occur immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) effective date of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Participant’s termination, unless an Award Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementprovides otherwise.

Change in Control. If there is (a) Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control, if the Awarded Restricted Stock Units are not continued or assumed, or substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, in each case, with substantially equivalent terms and value as the Awarded Restricted Stock Units (“Assumed”), any unvested Awarded Restricted Stock Units shall become vested. (b) In the event of a Change in Control (other than in which the Awarded Restricted Stock Units are Assumed, the Awarded Restricted Stock Units shall remain subject to the terms and conditions of this Agreement, provided, that, notwithstanding Section 3(a), if Participant’s employment with the Company or a Subsidiary of the Company terminates pursuant to a Qualifying Termination Event within the 12-month period beginning on the Change in Control which has been approved by a majority and ending at the end of the Board first anniversary of Directors who were directors immediately prior to such the Change in Control, any unvested Awarded Restricted Stock Units shall become vested subject to Participant’s (or Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) then (i) all determinations by timely execution of a general release of claims no later than 45 days following such Qualifying Termination Event in a form satisfactory to the Company pursuant and, if applicable, Participant’s (or Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) failure to revoke such execution or signature in accordance with the first sentence terms of Section 3 hereof such release during the Consideration Period. If the Consideration Period spans two calendar years, then, subject to execution and Section 145(d) non-revocation of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited torelease, any such legal opinion provided under Section 145 (d) of unvested Awarded Restricted Stock Units shall become vested and be settled in the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsecond calendar year.

Change in Control. If there is In the event, within 24 months following a Change in Control (other than a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in ControlCompany: (A) then (i) all determinations Employee is terminated without Cause by the Company pursuant Company, or (B) Employee terminates his employment for Good Reason, in lieu of the severance payment outlined in (b) above, Employee will receive, in addition to the amounts under the first sentence of Section 3 hereof and Section 145(dSubsection B(i) of above, a cash payment equal to two times the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(dsum of: (i) of the DGCL Employee’s then current Base Salary, as adjusted for any increase thereto and (ii) an amount equal to Employee’s previous year’s Incentive Compensation Plan payment. In the event Employee did not receive an Incentive Compensation Plan payment the previous year, the incentive amount shall be 50% of the “target amount” as defined in the Company’s Incentive Compensation Plan for the year in which termination occurs. Such amount shall be paid in a lump sum within 60 days of the Termination Date subject to subsection 3(C) hereof. “Change in Control” means “a change in the ownership of the corporation,” “a change in effective control of the corporation,” or “a change in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. The payments to Employee outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that the Company is entitled to recover from Employee any payments it has already made to Employee. In the event it shall be determined that any payment or distribution to or for the benefit of Employee under this subsection (iii) or the acceleration thereof (the “Triggering Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (collectively, such excise tax, together with any such interest or penalties, the “Excise Tax”) (all matters thereafter arising concerning the rights of Indemnitee to indemnity such payments and Expense Advances benefits, including any cash severance payments payable pursuant to any other plan, arrangement or agreement, hereinafter referred to as the “Total Payments”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). All determinations required to be made under this Agreement or any other agreement or By-law subsection (iii) shall be made in writing within ten (10) business days of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) receipt of notice from Employee that there has been a Triggering Payment by the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved accounting firm then retained by the Company in the ordinary course of business (which approval firm shall not be unreasonably withheld), and who has not otherwise performed services for provide detailed supporting calculations to the Company (or any subsidiary of the Companyand Employee) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved determinations shall be final and binding on the Company and Employee. Any fees incurred as a result of work performed by any independent accounting firm hereunder shall be paid by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is (a) Notwithstanding anything contained herein to the contrary or in Section 11 of the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the “2014 Plan”), in the event of a Change in Control (other than a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then as defined below): (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Byperformance-law based equity awards outstanding as of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) date of the DGCLChange in Control, (A) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee performance period shall be deemed to have ended on the date of the Change in Control and the attainment of the performance goals shall be approved calculated by reference to performance as of the date of the Change in Control, as determined by the Committee in good faith in its sole discretion and (B) the number of performance-based equity awards earned pursuant to clause (A) shall be converted to time-vesting RSUs which shall vest as follows: (i) if the surviving or successor entity in the Change in Control does not continue, assume or replace such RSUs with a substitute grant with the same intrinsic value (“Substitute Stock”), such RSUs will vest on the date of the Change in Control; or (ii) if the surviving or successor entity in the Change in Control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of (x) the last day of the original performance period (as set forth in the applicable award agreement between the Executive and the Company. Such counsel, among other things, shall render its written opinion ) if the Executive provides continuous service to the Company, the Board surviving or successor entity, or one of Directors and Indemnitee their respective affiliates until the last day of such performance period or (y) the date that Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated, to the extent provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) hereof; and (ii) time-based equity awards outstanding as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 date of the General Rules and Regulations under Change in Control shall vest as follows: (i) if the Act and surviving or successor entity in effect the Change in Control does not continue, assume or replace such RSUs with Substitute Stock, such RSUs will vest on the date of this Agreementthe Change in Control; or (ii) if the surviving or successor entity in the Change in Control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of (x) the original vesting date or dates (as set forth in the applicable award agreement between the Executive and the Company) if the Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates through such vesting date or (y) the date that Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated, to the extent provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) hereof. For avoidance of doubt, Substitute Stock can only have the same intrinsic value if it is in the form of publicly registered stock that is readily traded on a major stock exchange.

Change in Control. If there is after a "Change in Control" (as defined in Appendix A ----------------- to this Agreement) and during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause or by Officer for Good Reason, then (A) Employer shall pay Officer in a single payment as soon as practicable after the Termination Date, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash equal to three times the sum of (1) Officer's annual base salary at the Termination Date and (2) the total amount of incentive compensation paid or payable to Officer in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's Termination Date occurs, (B) Employer shall continue to provide for three years from the Termination Date the benefits specified in Section 4(e) hereof, provided that the coverage and benefits provided during this period shall be no less favorable to Officer and his dependents than the most favorable of such coverages and benefits provided Officer and his dependents during the 90-day period immediately preceding the Change in Control (other than a or as of any date following the Change in Control which has been approved by a majority but preceding the date of the Board of Directors who were directors immediately prior to such Change in Control) then Officer's termination and (iC) all determinations stock options held by Officer on the Company pursuant to the first sentence Termination Date shall become immediately and fully exercisable. For purposes of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (includingAgreement, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee "Good Reason" shall be deemed to occur if Employer (w) breaches this Agreement in any material respect, (x) requires that Officer be approved based anywhere more than fifty (50) miles from the office where Officer is located as of the date hereof, or (y) takes any other action which results in a material adverse change in Officer's duties and responsibilities other than (i) an action not taken in bad faith and which is remedied by the Company. Such counsel, among other things, shall render its written opinion Employer promptly after receipt of notice by Officer; (ii) a change in reporting relationships; or (iii) changes due solely to the Company, fact that the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted Employer ceases to be indemnified under applicable law. The Company agrees to pay the reasonable fees a public company and becomes a subsidiary of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementanother publicly-traded corporation.

Change in Control. If there is during the term of this Agreement the Company shall be subject to a Change in Control (as defined below), then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date, (B) an amount equal to two (2) years of Executive's Base Salary then in effect, payable immediately upon the Change in Control, (C) an amount equal to two (2) times Executive's target bonus for the fiscal year in which the Change in Control occurs (as well as any unpaid bonus from the prior fiscal year), all payable immediately upon the Change in Control, (D) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard all options and other exercisable rights held by Executive shall remain exercisable for ninety (90) days following any termination of Executive's employment (or such longer period as may be provided in the applicable stock option plan or agreement)), (E) forgiveness by the Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company, (F) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, (G) in the event of termination of Executive's employment within 12 months following the Change in Control, outplacement support at the Company's expense up to $15,000 and (H) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, Executive shall be obligated to repay to the Company any amounts previously received pursuant to clauses (B) and (C) hereof, to the extent the same correspond to any period following the Termination Date during which Executive violates the noncompetition agreement set forth in Section 13. Upon a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change Control, Executive may elect, in Control) then his sole discretion, (i) not to receive all determinations by the Company pursuant or any portion of any cash payment provided herein, or to the first sentence defer all or any portion of any such payment to one or more payment tranches over a period of up to 3 years, (ii) not to have all or any portion of indebtedness forgiven or to defer such forgiveness or any portion thereof to one or more forgiveness tranches over a period of up to 3 years, and/or (iii) not to have all or any portion of vesting restrictions lapse, in each such case in order to avoid or limit any "parachute payment" under Section 3 hereof and Section 145(d280G(b)(2) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) Internal Revenue Code of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including1986, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementamended.

Change in Control. If there The provisions of this Section 7 shall govern the treatment of the PSU Award upon a Change of Control. (a) In the event of a Change in Control of the Company occurring after the Grant Date and prior to the Vesting Date, the PSU Award (if and to the extent not previously forfeited) shall vest and be deemed to be earned, with the Performance Goals deemed achieved at the level of achievement of the Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A (treating such date as the final day of the Performance Period for purposes thereof), and shall be settled within ten (10) days following the Change in Control (provided that if the PSU Award constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, settlement shall occur at such time only if (i) the Change in Control is a 409A Change in Control and (ii) such settlement would not constitute an impermissible acceleration under Section 409A of the Code, and otherwise such PSU Award will be settled in accordance with Section 4), except to the extent that another award meeting the requirements of Section 7(b) is provided to Participant to replace the PSU Award (any award meeting the requirements of Section 7(b), a “Replacement Award”). (b) An award shall meet the conditions of this Section 7(b) (and hence qualify as a Replacement Award) if: (1) it relates to publicly traded equity securities of the Company or the surviving corporation following the Change in Control, (2) it is of the same type as the PSU Award (except that the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such shorter period as determined by the Committee) and the Performance Goals shall be deemed to be achieved at the level of achievement of the Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A, treating such date as the final day of the Performance Period for purposes thereof), (3) it has a value at least equal to the value of the PSU Award as of the date of the Change in Control (other than in respect of customary fractional rounding of share amounts and exercise price), (4) it contains terms relating to time-based vesting (including with respect to Termination of Service) that are substantially identical to those of this Award, and (5) its other terms and conditions are not less favorable to Participant than the terms and conditions of this Award (including provisions that apply in the event of a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such subsequent Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) as of the DGCL date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 7(b) are satisfied shall be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder. (b) In the event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (other than a 15) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control which has been approved by from the successor to all or a majority substantial portion of the Board Company's business and/or assets that such successor is willing as of Directors who were directors immediately prior the closing to assume and agree to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control shall be deemed to be approved a termination of this Agreement by the company and the amount of the lump-sum severance payment due to Employee shall be three (3) times the sum of Employee's annual salary in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee's written notice. (c) In any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company's obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. Such counselIn such case, among other thingsthe amount of the lump-sum severance payment due to Employee shall be three (3) times the sum of Employee's annual salary in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, shall render its written opinion the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee's notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission's regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock of the Company, including any options with accelerated vesting under the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees provisions of the specialCompany's stock option or similar plan, independent counsel referred as amended or any warrants, such that he may convert the options or warrants to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out shares of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 Common Stock of the General Rules and Regulations under Company at or prior to the Act and closing of the transaction giving rise to the Change in effect on the date of this AgreementControl, if he so desires.

Change in Control. If there In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason under Section 5(e) and such termination occurs upon or within one year immediately following a “Change in Control Control” (as defined below), Executive shall be entitled to the payments described in Section 5(e) above except that the aggregate amount payable under 5(e)(ii) shall be multiplied by two (i.e., Base Salary plus Severance Bonus Amount multiplied by two) and such amount, as well as the amount payable under 5(e)(iv), shall be paid in a lump sum in accordance with Section 5(g) of this Agreement. Notwithstanding the foregoing, payments pursuant to this Section 5(f) shall be reduced by the amount necessary, if any, to ensure that the aggregate compensation to be received by the Executive in connection with such “Change in Control” does not constitute a “parachute payment,” as such term is defined in 26 U.S.C. § 280G. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if: (i) any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13 (d) of the Exchange Act but excluding SGC and any subsidiary or affiliate and any employee benefit plan sponsored or maintained by SGC or any subsidiary or affiliate (including any trustee of such plan acting as trustee) or any current shareholder of 20% or more of the outstanding common stock, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of SGC representing at least 40% of the combined voting power of SGC’s then-outstanding securities; (ii) the stockholders of SGC approve a merger, consolidation, recapitalization, or reorganization of SGC, or a reverse stock split of any class of voting securities of SGC, or the consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 60% of the total voting power represented by the voting securities of SGC or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of SGC outstanding immediately prior to such transaction; provided that, for purposes of this Section 5(f), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 60% threshold is due solely to the acquisition of voting securities by an employee benefit plan of SGC or such surviving entity or of any subsidiary of SGC or such surviving entity; (iii) the stockholders of SGC or the Company, as applicable, approve a plan of complete liquidation of SGC or the Company, an agreement for the sale or disposition by SGC or the Company of all or substantially all of its assets (or any transaction having a similar effect), or SGC sells all or substantially all of the stock of the Company to any person or entity other than an affiliate of SGC; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, together with any new director (other than a Change director designated by a person who has entered into an agreement with the Company to effect a transaction described in Control which has been Subsection (i), (ii), or (iii) hereof) whose election by the Board of Directors of SGC or nomination for election by SGC’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 (the “Continuing Directors”), cease for any reason to constitute at least a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementSGC.

Change in Control. If there is In the event of a Change in Control that occurs prior to the Settlement Date, the PSUs will vest in accordance with this Section II.A.6(f). (other than 1) Notwithstanding anything set forth herein to the contrary, if at any time before the Settlement Date or forfeiture of the PSUs, and while Grantee is continuously a Service Provider, a Change in Control which has been approved occurs, then the PSUs will vest (except to the extent that a Replacement Award is provided to Grantee in accordance with Section II.A.6(f)(2) to continue, replace or assume the PSUs covered by a majority this Agreement (the “Replaced Award”)) as follows: the number of PSUs subject to this Award that shall become vested and non-forfeitable shall equal (x) the Target number set forth in “Number of PSUs in Award” in Section I, less (y) the number of PSUs that had already become vested as of the Board date of Directors who were directors immediately prior such termination, but in no event may negative discretion be exercised with respect to such the number of PSUs vested. Any PSUs that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. (2) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) then if Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (iE) all determinations by the Company pursuant other terms and conditions of which are not less favorable to Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence of extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section II.A.6(f)(2) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is A. In the event a Change of Control occurs during the Measurement Period and Participant remains in Service through the effective date of the Change of Control, then the number of Performance-Qualified Shares issuable under the Award shall be equal to the Target Shares. B. The Award as so adjusted at the time of a Change in Control (other than may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control which has been approved by and provides for the subsequent vesting and payout of that value in accordance with the provisions of this Paragraph 5.B. In the event the Award is assumed or otherwise continued in effect, the following Service-based vesting schedule shall apply: (i) The Award (whether in its assumed or continued form or as converted into a majority cash retention program) shall vest in full upon Participant’s continuation in Service through the completion date of the Board Measurement Period. Following the completion of Directors who were directors such Service‑vesting period, the securities, cash or other property underlying the vested Award shall be issued on the Issuance Date or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than March 15 following the end of the Measurement Period. (ii) Should any of the following events occur after the effective date of such Change in Control but prior to the completion date of the Measurement Period: (A) Participant’s cessation of Employee status by reason of death or Permanent Disability, (B) Participant’s resignation from Employee status for Good Reason or (C) the Corporation’s termination of Participant’s Employee status other than for Good Cause, then the Award shall immediately vest in full with respect to the Performance-Qualified Shares determined under Paragraph 5.A, and the securities, cash or other property underlying such portion of the Award shall, subject to the Corporation’s collection of the applicable Withholding Taxes, be distributed on the earlier of (x) the Issuance Date or (y) the date of Participant’s Separation from Service, provided such Separation from Service occurs within twenty-four (24) months after a Qualifying Change in Control, or as soon as administratively practicable after the applicable distribution date, but in no event later than the close of the calendar year in which such distribution date occurs (subject to the delayed payment provisions of Paragraph 8). C. In the event the Award is assumed or otherwise continued in effect, the shares of Common Stock subject to the Award (as determined pursuant to Paragraph 5.A) will be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to the Award immediately prior to such the Change in Control would have been converted in consummation of that Change in Control had those shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the Award at that time, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided such shares are registered under the federal securities laws and readily tradable on an established securities exchange. D. If the Award is not so assumed or otherwise continued in effect or replaced with a cash retention program under Paragraph 5.B, then the Award will vest immediately prior to the closing of the Change in Control with respect to the Performance-Qualified Shares determined under Paragraph 5.A. The shares subject to the vested Award shall be converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control, and such consideration shall be distributed to Participant on the tenth (10th) then business day following the earliest to occur of (i) all determinations by the Company Issuance Date, (ii) the date of Participant’s Separation from Service (subject to the delayed payment provisions of Paragraph 8), provided such Separation from Service occurs within twenty-four (24) months after a Qualifying Change in Control, or (iii) the first date following a Qualifying Change in Control on which the distribution can be made without contravention of any applicable provisions of Code Section 409A. Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the first sentence provisions of Section 3 hereof and Section 145(d) Paragraph 7. E. This Agreement shall not in any way affect the right of the DGCL shall be made by independent legal counsel in a written opinion pursuant Corporation to Section 145(d) of the DGCL and (ii) with respect adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement part of its business or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementassets.

Change in Control. If there is (a) Upon the occurrence of a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) during the Term, all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other than plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a Change in Control which has been approved is not intended). In addition, if a Change in Control occurs during the Term and (x) Employee is terminated by a majority of the Board of Directors who were directors immediately prior to Company for any reason other than for Cause within two years following such Change in Control or (y) Employee terminates employment for Good Reason within two years following such Change in Control) then , and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments, pay Employee within 60 days following the Date of Termination: (i) all determinations A lump sum payment equal to the sum of (A) 2.99 times Employee’s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus (B) 2.99 times the greater of either (1) an amount equal to the Target Performance Bonus Employee would have been eligible to receive pursuant to Section 3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or (2) an amount equal to the average Performance Bonus paid (or payable) to Employee for the two calendar years preceding the Date of Termination or, if Employee was employed for less than two full calendar years, for the calendar year preceding the Date of Termination; plus (ii) A lump sum amount equal to 18 months’ worth of the monthly premium payment to continue Employee’s existing group health care coverage calculated under the applicable provisions of COBRA as of the Date of Termination, whether or not Employee actually elects such continuation coverage; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to the first sentence of Section 3 hereof of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within two years following such Change in Control, Employee shall be entitled to receive the greater of the payments or benefits provided under Section 5(b) of this Agreement and this Section 145(d6(a), which receipt shall be conditioned upon Employee’s satisfaction of the Severance Conditions. (b) Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G(c) of the DGCL Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by independent legal counsel reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a written opinion pursuant similar order. The determination as to Section 145(d) whether any such reduction in the amount of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion benefits provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) hereunder is necessary shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved be made by the Company (which approval shall not be unreasonably withheld)in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and who has not otherwise performed services for benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(b) shall require the Company to be responsible for, or have any subsidiary liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the CompanyCode, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementif any.

Change in Control. If there is a Change in Control occurs during the Performance Period, then, notwithstanding the other terms of this Agreement or Section 7 of the Plan: (a) Each Performance Share Unit automatically will become one Share of Restricted Stock (each a “Restricted Share” and collectively the “Restricted Shares”), and, on the closing date of the Change in Control, Company will cause its transfer agent to make a book entry in the transfer agent’s records in the name of the Employee (unless the Employee requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Section 4 will apply to each Restricted Share and to any other than securities distributed with respect to that Restricted Share. Each Restricted Share will remain restricted and subject to forfeiture to the Company unless and until that Restricted Share has vested in the Employee in accordance this Section 4. Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating to such custody. The Company will not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred. (b) If the Change in Control which has been approved is a Corporate Transaction, the Company shall arrange for the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) to assume or continue the Award evidenced hereby or to substitute a similar award for the Award evidenced hereby, in each case as determined by a majority the Committee in its sole discretion. (c) If the Employee’s employment with the Company or an Affiliate is terminated after the closing of the Board of Directors who were directors immediately Change in Control and prior to such Change in Control) then the end of the Performance Period (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and or an Affiliate without Cause, (ii) by the Employee for Good Reason, (iii) in connection with respect the Employee’s death or Disability or (iv) under such circumstances determined to constitute retirement by the Committee in its sole discretion, all matters thereafter arising concerning unvested Restricted Shares will vest on the rights date of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law termination of the Employee’s employment with the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 an Affiliate. (d) of Provided the DGCL) the Company Employee remains continuously employed (including during the Board continuance of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and any leave of absence as approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for or an Affiliate) by the Company (or any subsidiary an Affiliate after the closing of the Company) or an Acquiring Person (or any affiliate or associate Change in Control through the end of such Acquiring Person) or Indemnitee within the Performance Period, all unvested Restricted Shares as of the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees day of the special, independent counsel referred to above and to fully indemnify Performance Period will vest on such counsel against any and all expenses date. (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date e) For purposes of this Agreement.,

Change in Control. If there is Upon a Change in Control that satisfies the definition of such term in Internal Revenue Code section 409A (other than a “409A-Compliant Change in Control which has been approved Control”), but only if the award is not assumed, continued, or substituted by a majority of the Board of Directors who were directors immediately prior surviving legal entity with respect to such Change in Control. In the event payment is made pursuant to the Participant’s Qualifying Termination or 409A-Compliant Change in Control, such payment shall be made within ninety (90) then days following such Qualifying Termination or 409A-Compliant Change in Control, as applicable. Notwithstanding anything herein to the contrary, distributions may not be made to an individual who is a Key Employee (as defined below) as of his or her Qualifying Termination before the date which is six (6) months after the date of the Key Employee’s Qualifying Termination (the “Key Employee Delay Period”). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the calendar month following the last day of the Key Employee Delay Period. For purposes of this award, Key Employee means an employee who, as of December 31st of a calendar year, meets the requirements of Internal Revenue Code section 409A(a)(2)(B)(i) to be treated as a “specified employee” of the Company, i.e., a key employee (as defined in Internal Revenue Code section 416(i)(1)(A)(i), (ii) or (iii) applied in accordance with the regulations thereunder and disregarding Internal Revenue Code section 416(i)(5)). If the Participant meets the criteria in the preceding sentence, he or she will be considered a Key Employee for purposes of the Plan and this Award for the 12-month period commencing on the next following April 1. Delivery of earned Performance Shares to the Participant shall be made in shares of Stock except (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL fractional shares shall be made by independent legal counsel paid in a written opinion pursuant to Section 145(d) of the DGCL cash, and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, extent provided in the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used Change in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementControl Policy.

Change in Control. If there is In the event of a Change in Control (as defined in this Section 4 below), the successor organization (the “Successor”) may substitute an equivalent award for the Performance Units (a “Substitute Equivalent Award”). A Substitute Equivalent Award must (i) have a value at least equal to the “target” value of the Performance Units being substituted as determined by the Compensation Committee in its sole discretion; (ii) not be subject to any performance restrictions; (iii) relate to a publicly-traded equity security of the Successor involved in the Change in Control or another entity that is affiliated with the Company or the Successor following the Change in Control; (iv) except as provided herein, be the same type of award as the Performance Units; and (v) have other terms and conditions, including the vesting provisions in the event of termination without “Cause” (as defined in this Section 4 below) or for “Good Reason (as defined in this Section 4 below), that are not less favorable to you than the terms and conditions of the Performance Units, each as determined by the Compensation Committee in its sole discretion. If a Substitute Equivalent Award is substituted for the Performance Units and your employment with the Company and its subsidiaries (or the Successor and its subsidiaries, as the case may be) is terminated by the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) without Cause within two years of the Change of Control, or you terminate your employment with the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) with Good Reason within two years of the Change of Control, the Performance Units under the Substitute Equivalent Award will immediately vest and be distributable to you upon such termination in an amount equal to the number of Performance Units that would vest at the “target” level for each of the Performance Goals (as set forth in Appendix A). If a Substitute Equivalent Award is not substituted for the Performance Units by the Successor upon a Change in Control which has been approved by a majority of Control, the Board of Directors who were directors Performance Units under this Agreement will vest immediately and be distributable to you prior to such Change in Control) then (i) all determinations by the Company pursuant Control in an amount equal to the first sentence number of Section 3 hereof and Section 145(d) Performance Units that would vest at the “target” level for each of the DGCL shall be made by independent legal counsel Performance Goals (as set forth in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such mattersAppendix A). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date For purposes of this Agreement.:

Change in Control. If there is a (i) In the event of any Change in Control (defined below) during the term of Executive’s employment with the Company, notwithstanding any provision to the contrary in Executive’s options under the Option Plan or other than a plan (including, without limitation, the expiration dates or vesting provisions thereof) or any restricted stock agreement (1) (A) 50% of any unvested portion of such options shall be deemed to have vested on the date of the Change in Control which has been approved by a majority and (B) the remaining unvested portion of such options shall vest on the Board date that is 12 months from the closing of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by , subject to Executive’s continuing service with the Company pursuant or any parent or subsidiary or successor on such date, and (2) (A) the restrictions with respect to the first sentence of Section 3 hereof and Section 145(d) 50% of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) restricted shares of the DGCL Company’s capital stock that Executive then holds shall immediately lapse on the date of the Change in Control and (B) the restrictions with respect to any remaining restricted shares shall lapse on the date that is 12 months from the closing of such Change in Control, subject to Executive’s continuing service with the Company or any parent or subsidiary or successor on such date. (ii) Following a Change in Control, if Executive’s employment with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now is voluntarily terminated by Executive pursuant to Paragraph 7(c)(i) (i.e., Good Reason), or hereafter if the Company terminates Executive’s employment with the Company other than pursuant to Paragraphs 7(a) or 7(b)(i), then, in effect relating addition to Claims for Indemnifiable Events the application of Paragraph 7(d)(iii) to such situation, notwithstanding any provision to the contrary in Executive’s options under the Option Plan or other plan (including, but not limited towithout limitation, any such legal opinion provided under Section 145 (dthe expiration dates or vesting provisions thereof) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Companyrestricted stock agreement, (1) or an Acquiring Person (or any affiliate or associate unvested portion of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee options shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect vested on the date of this Agreementtermination and Executive shall have the lesser of (i) 180 days or (ii) the maximum period permitted under Section 409A of the Internal Revenue Code (the “Code”)from the date of termination to exercise such options and (2) any restrictions with respect to restricted shares of the Company’s capital stock that Executive then holds shall immediately lapse on the date of termination.

Change in Control. If there (a) Unless he elects to terminate this Agreement pursuant to subsections b, c or d below, Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term or any extension or renewal thereof, then the provisions of this paragraph 11 shall be applicable. (b) In the event of a Change in Control wherein the Company and Executive have not received written notice at least five (other than 5) business days prior to the date of the event giving rise to the Change in Control from the successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of the closing to assume and agrees to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, then Executive may, at Executive's sole discretion, elect to terminate Executive's employment on such Change in Control by providing written notice to the Company prior to the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(a)(iv) will apply as though the Company had terminated Executive without cause during the Initial Term; however, the amount of the lump sum severance payment due Executive pursuant to this paragraph 11(b) shall be triple the amount calculated under the terms of paragraph 4(a)(iv), but shall in no event exceed four times Executive's base salary. (c) In any Change in Control situation, Executive may, at Executive's sole discretion, elect to terminate Executive's employment upon the effective date of such Change in Control by providing written notice to the Company at least ten (10) business days prior to the closing of the transaction (or ten (10) business days after receipt of notice of such transaction, whichever is later) giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(a)(iv) will apply as though the Company had terminated Executive without cause during the Initial Term; however, the amount of the lump sum severance payment due Executive pursuant to this paragraph 11(c) shall be double the amount calculated under the terms of paragraph 4(a)(iv), but shall in no event exceed three times Executive's base salary. (d) If, on or within one year following the effective date of a Change in Control the Company terminates Executive's employment other than for cause or if Executive's employment with the Company is terminated by the Company within three months before the effective date of a Change in Control other than for cause and it is reasonably demonstrated that such termination (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive from Company, in a lump sum payment due on the effective date of termination, the same amount which has been approved by Executive would have received pursuant to a majority termination under paragraph 11(b) above. (e) Solely for purposes of applying paragraph 4 under the circumstances described in (b) above, the effective date of termination will be the closing date of the Board of Directors who were directors immediately transaction giving rise to the Change in Control and all compensation, reimbursements and lump-sum payments due Executive must be paid in full by the Company at or prior to such closing. (f) A "Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee " shall be deemed to be approved by have occurred if: (i) any person, other than the Company. Such counsel, among other things, shall render its written opinion to Company or benefit plan of the Company, acquires, directly or indirectly, the Board of Directors and Indemnitee beneficial ownership (as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees defined in Section 13(d) of the specialSecurities Exchange Act of 1934, independent counsel referred as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing thirty (30%) or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the stockholders of the Company shall approve a merger, consolidation, recapitalization or reorganization of the Company, or a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least seventy-five (75%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by at least seventy-five (75%) of the holders of outstanding voting securities of the Company immediately prior to above the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iii) the stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company's assets (i.e., fifty (50%) or more of the total assets of the Company). (g) Executive shall be fully "grossed up" by the Company or its successor for any excise taxes that Executive incurs under Section 4999 of the Internal Revenue Code of 1986 (as well as for income tax on the "gross up" amount, as a result of any Change in Control. Such amount will be due and to fully indemnify such counsel against payable by the Company on the date of the Change of Control. (h) Upon the occurrence of a Change of Control, any and all expenses (including attorneys' fees), claims, liabilities and damages arising out unvested portion of any awards of stock options or relating stock grants pursuant to this Agreement or its engagement otherwise shall immediately vest and become exercisable to their fullest extent (notwithstanding any vesting periods specified elsewhere) and Executive shall be entitled to all rights and privileges associated with such awards (subject to applicable securities laws and regulations). With respect to option awards which vest pursuant hereto. As used in to this Agreementparagraph, the terms "affiliate" and "associate" Executive shall have the respective meanings ascribed to such terms in Rule 12b-2 a period of the General Rules and Regulations under the Act and in effect on twelve (12) months from the date of this Agreementvesting in which to exercise such options.

Change in Control. If there is (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect. In the event of such assumption or continuation of the Award, no accelerated vesting of the Restricted Stock Units shall occur at the time of the Change in Control. (other than a b) In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which has been approved by a majority of the Board of Directors who were directors Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. (c) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect in accordance with Paragraph 5(a), then those units will vest immediately upon the closing of the Change in Control. The Shares subject to those vested units will be issued immediately at that time or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such closing, or will otherwise be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control and distributed at the same time as such stockholder payments, but the distribution to the Participant shall in no event be made later than the later of (i) the close of the calendar year in which the Change in Control is effected or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the effective date of such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 . (d) This Agreement shall not in any way affect the right of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) specialCorporation to adjust, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)reclassify, and who has not reorganize or otherwise performed services for the Company (change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any subsidiary part of the Company) its business or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementassets.

Change in Control. If there is (a) In the event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards (other than as defined below), all of the Restricted Stock Units not otherwise forfeited shall vest immediately on the day immediately prior to the date of the Change in Control. (b) In the event of a Change in Control following which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall Restricted Stock Units will be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) continued, assumed or substituted with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited toSubstitute Awards, any such legal opinion provided under Substitute Awards shall vest on the dates set forth in Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company5(a) or an Acquiring Person (or any affiliate or associate of such Acquiring Person5(b) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement. (c) If the Restricted Stock Units are substituted with Substitute Awards as set forth in subclause (b) of this Section 6, and within 12 months following the Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without Cause (as defined above) or resigns for Good Reason, the Substitute Awards shall immediately vest upon such termination or resignation. (d) On the first business day after each vesting date set forth in Sections 6(a), (b) or (c), as applicable, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units or Substitute Awards relate; provided, however, that if the Company determines that the Grantee is a “specified employee” within the meaning of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be delayed until the earlier of (i) the date that is six months and one day after the date of such separation from employment, or (ii) the date of Grantee’s death. (e) The following definitions shall apply to this Section 6:

Change in Control. Notwithstanding anything to the contrary, during the term of this Agreement, if within twenty four months after a Change in Control, as defined in Exhibit A annexed hereto, Officer is terminated from employment by either (x) Employer other than for Death, Cause or Disability or (y) Officer for Good Reason, then: (i) Subject to the provisions of Section 6(j), Employer shall pay Officer a lump sum amount equal to two times his Base Salary. (ii) Employer shall provide Officer medical insurance for the shorter of the following periods: (x) for three years following termination, or (y) the period that Officer would be entitled to coverage under COBRA. (iii) Officer shall receive all other Additional Benefits pursuant to the applicable plan or program in effect and implemented in accordance with the terms of such plan or program. (iv) Officer shall be entitled to the Coverage Protection and Rights of Indemnification. (v) Any of Officer's outstanding unvested options, restricted stock grants, and any other equity grants shall become immediately vested, and any vested options shall remain exercisable in accordance with the terms of the grant. (vi) Officer shall be entitled to his accrued rights, including but not limited to earned but unpaid Base Salary, accrued but unused vacations, and any earned but unpaid Additional Benefits pursuant to the applicable plan or program in accordance with the terms of such plan or program. (vii) If there is a Change an action relating, directly or indirectly, to Officer's rights under Section 6(g) of this Agreement, Officer shall be entitled to recover from Employer his expenses in Control such action including reasonable attorney's fees. (other than a Change viii) Anything in Control which has been approved by a majority this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution to Officer or for Officer's benefit (whether paid or payable or distributed or distributable) pursuant to any of the Board terms of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the first sentence lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (the "Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code by reason of being "contingent on a change in the ownership or control" of Employer, within the meaning of Section 3 hereof and Section 145(d) 280G of the DGCL shall be made Internal Revenue Code or to any similar tax imposed by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) state or local law, or any interest or penalties with respect to all matters thereafter arising concerning such excise tax (such tax or taxes, together with any such interest or penalties, are collectively referred to as the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law "Excise Tax"), then the Payments shall be reduced such that the aggregate present value of the Company now payments in the nature of compensation to or hereafter for the benefit of Officer which are contingent on such change (as determined in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided the manner set forth in Treasury Regulations under Section 145 (d280G) equals 299% of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than "base amount" as defined in connection with such mattersSection 280G(b)(3). Unless Indemnitee has theretofore selected counsel pursuant In making the reduction described in the preceding sentence, the first Payments to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee be reduced shall be deemed the payments made as a continuation of Base Salary. If the Payment is a lump sum, the amount shall be reduced. If the Payments are to be approved made over time, then by shortening the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board period after termination of Directors and Indemnitee as to whether and to what extent the Indemnitee employment during which such Payments would otherwise be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementmade.

Change in Control. If there is In the event of a Change in Control (other than a during the Performance Period, if the highest price per share of Common Stock paid in the transaction related to such Change in Control which has been approved by equals a majority price per share of the Board of Directors who were directors immediately Common Stock under a Performance Level, as defined in and set forth on Appendix A, that was not achieved prior to such Change in Control, then on the Change in Control the Participant shall receive the Awarded Shares payable with respect to such Performance Level and all Restricted Stock corresponding to such Awarded Shares shall become immediately vested. In addition, the Committee, in its sole discretion, may treat any then unearned Performance Shares under this Performance Share Award in accordance with any one or more of the following methods as determined by the Committee: (a) then The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods, as determined by the Committee: (i) all determinations by The Committee may determine that a level of achievement of the Company pursuant performance metric set forth on Appendix A not achieved upon or prior to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be Control is deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect achieved on the date of this Agreementthe Change in Control, the Participant shall be granted the applicable number of Awarded Shares set forth on Appendix A, subject to the conditions of Section 4; provided, that all unvested shares of Restricted Stock corresponding to such Awarded Shares shall become immediately vested if (x) such Change in Control occurs within three months following a Termination of Employment by the Participant for Good Reason or (y) the Participant incurs a Termination of Employment by the Company without Cause within 24 months following such Change in Control; (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan and the Participant will be granted the applicable number of Awarded Shares set forth on Appendix A with respect to the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely have been achieved during the Performance Period, and all shares of Restricted Stock corresponding to such Awarded Shares shall vest upon the Change in Control; or (iii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan. (b) The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely not have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods as determined by the Committee: (i) Immediately prior to the Change in Control, the Committee may determine the applicable number of Awarded Shares set forth on Appendix A with respect to a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely not have been achieved during the Performance Period will be canceled in their entirety; or (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan. (c) The Committee may elect not to make a determination of the likely achievement of the levels of achievement of the performance metrics set forth on Appendix A and treat the Performance Share Award in accordance with Section 12.1 of the Plan. (d) Notwithstanding any other provision herein, the Committee may otherwise determine the treatment of the Performance Share Award, which shall not be inconsistent with any of the terms of the Plan.

Change in Control. (a) If there is a Change in Control occurs during the Award Cycle, and the Employee has not experienced a Termination of Employment before the Change in Control, the Employee shall be entitled to the greater of (i) the Performance Shares Earned that would have been earned by the Employee had the Employee remained employed through the end of the Award Cycle in accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, multiplied by the quotient equal to the number of full fiscal months the Employee was employed during the Award Cycle through the date of the Change in Control, divided by the total number of fiscal months in the Award Cycle, or (ii) the Performance Shares Earned as of the date of the Change in Control (based on the Average Return on Equity for the Award Cycle through and including such date). (b) Notwithstanding the provisions of Paragraph 3, the value of Performance Shares Earned in accordance with Paragraph 7(a) shall be distributed to the Employee in a lump sum cash payment, based on a value per Performance Share equal to the Change in Control Price, as soon as practicable (but no more than 30 days) after the occurrence of a Change in Control (other than a unless such Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change does not qualify as an event described in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d409A(a)(2)(A)(v) of the DGCL Code and the regulations thereunder, in which case such distribution shall occur in accordance with Paragraph 4). (c) Distributions to the Employee under Paragraph 3 shall not be affected by payments under this Paragraph 7, except that before distributions are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the number of Performance Shares Earned by the Employee shall be made reduced by independent legal counsel in a written opinion pursuant to Section 145(d) the number of the DGCL and (ii) Performance Shares Earned with respect to all matters thereafter arising concerning which payment was made to the rights of Indemnitee to indemnity payments and Expense Advances Employee under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 Paragraph 7. (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval The Employee shall not be unreasonably withheld), and who has not otherwise performed services for required to repay any amounts to the Company (or on account of any subsidiary of distribution made under this Paragraph 7 for any reason, including failure to achieve the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (Performance Goal, other than as provided in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementParagraph 8.

Change in Control. If there is Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (other than as defined in the Plan): A. If a Change in Control which has been approved by occurs and this Award (to the extent outstanding) is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a majority parent thereof (the “Successor Entity”), this Award will vest as of the Board date of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) Control with respect to all matters thereafter arising concerning the rights Target Number of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any Restricted Stock Units. Any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from Restricted Stock Units (and only fromany related Dividend Equivalents) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel that become vested pursuant to this Section 4 and 8(A) shall be paid at the time(s) otherwise provided in Section 5; provided that if such counsel has been approved by Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), the outstanding vested Restricted Stock Units subject to this Award and any Approved Law Firm selected by Indemnitee related Dividend Equivalents shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee paid upon or as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of such Restricted Stock Units subject to this AgreementAward will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. The foregoing provisions do not supersede Section 7(B) to the extent the Grantee’s Service to the Company terminates and such provision is triggered prior to a Change in Control. B. If this Award (to the extent then outstanding) is continued following a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the performance-based vesting conditions of Section 3 shall no longer apply to this Award, and the Target Number of Restricted Stock Units subject to this Award shall remain eligible to vest on the original Vesting Date (without such date being modified due to the occurrence of the Change in Control), subject to the Grantee remaining continuously in Service with the Company following such Change in Control through the Vesting Date; provided, however, that if a termination of the Grantee’s Service described in Section 7(A) above occurs after such Change in Control and prior to the Vesting Date, this Award will vest as of the date of such termination of the Grantee’s Service with respect to the Target Number of Restricted Stock Units. Any Restricted Stock Units (and any related Dividend Equivalents) that vest pursuant to this Section 8(B) shall be paid at the time(s) otherwise provided in Section 5. Section 17 of the Plan shall not apply with respect to this Award.

Change in Control. If (a) No compensation shall be payable under this Agreement unless and until (i) there is has been a Change in Control (other than a Change in Control which has been approved by a majority of the Board Company while the Executive is still an employee of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved Executive's employment by the Company is terminated for a reason other than one or more of the circumstances specified in Section 4(a)(i) through (v). (b) The Executive specifically acknowledges that the change in beneficial ownership of the Company's Common Stock described in Section 1(b)(i) herein may differ from the change in beneficial ownership provisions which approval may constitute a "change in control" under the terms of stock options, restricted stock awards and/or other stock awards (collectively, "stock awards") granted to the Executive pursuant to the 2000 Stock Incentive Plan of Evergreen Resources, Inc. (the "2000 Plan") and/or other stock-based plans maintained by the Corporation (the 2000 Plan and such other stock-based plans being referred to herein as the "Stock Plans"), and, specifically, that the terms of the Executive's stock awards under such Stock Plan's change in control provisions relating to the effect of a change in beneficial ownership on the Executive's stock awards may be more favorable to the Executive than the provisions contained in the Agreement. The Executive specifically agrees that (i) the terms of all such stock awards and related stock award agreements granted under the Stock Plans shall hereby be deemed modified and amended to conform with the provisions and intent of Section 1(b)(i) herein; and (ii) the Executive shall not be unreasonably withheld), entitled to accelerated vesting or other enhanced benefits as a result of a change in beneficial ownership under such Stock Plans unless and who until the provisions of Section 1(b)(i) and Section 4(a) herein are satisfied and the Executive has not otherwise performed services for the Company (or any subsidiary of the Companyincurred a Qualifying Termination as defined in Section 1(f) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementherein.

Change in Control. If In the event there is a Change in Control (other than of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the Company. In this event, the Company shall pay to the Executive in a lump sum upon such resignation an amount equal to 200% of his Base Salary as in effect at the time of such resignation. In addition, earned but unpaid Base Salary and Incentive Compensation Awards will be paid on a pro-rated basis for the year in which resignation occurs. Any stock options granted to the Executive prior to termination pursuant to the Plan, but subject to vesting restrictions, will be fully vested upon a Change in Control which has been approved by whether or not the Executive resigns. The benefits and perquisites described in this Agreement as in effect at the date of termination of employment will also be continued for eighteen (18) months from the effective date of termination pursuant to Change of Control. A " Change in Control" shall be deemed to have occurred if (i) a majority tender offer shall be made and consummated for the ownership of more than 50% of the Board outstanding voting securities of Directors who were directors the Company, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such Change in Control) then merger or consolidation, (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCLiii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary, or (including iv) a person, within the Board meaning of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the CompanySection 3(a)(9) or an Acquiring Person of Section 13(d)(3) (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date hereof) of this Agreementthe Securities and Exchange Act of 1934 ("Exchange "Act")), shall acquire more than 50% of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act.

Change in Control. If there is (a) In the event that a “Change in Control” (as hereinafter defined) occurs, (i) all outstanding Options shall be subject to the agreement pursuant to which such Change in Control is consummated and (other than a ii) the vesting schedule of the Options held by Optionee shall accelerate such that on the date the Change in Control is completed, 50% of any then-unvested shares subject to the Options held by Optionee shall immediately vest, irrespective of which has been approved of the provisions described in clauses (i) through (v) below are set forth in the agreement pursuant to which such Change in Control is consummated (except in the case of clause (iv), in which case 100% of the Options would become vested). Such agreement shall provide for one or more of the following: (i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation). (ii) The assumption of such outstanding Options by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). (iii) The substitution by the surviving corporation or its parent of new options for such outstanding Options in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). (iv) Full exercisability of such outstanding Options and full vesting of the Shares subject to such Options, followed by the cancellation of such Options. The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent on the closing of such Change in Control. The Optionees shall be able to exercise such Options during a period of not less than five full business days preceding the closing date of such Change in Control, unless (A) a shorter period is required to permit a timely closing of such Change in Control and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise such Options. Any exercise of such Options during such period may be contingent on the closing of such Change in Control. (v) The cancellation of such outstanding Options and a payment to the Optionee equal to the excess of (A) the Fair Market Value (as defined in the Plan) of the Shares subject to such Options (whether or not such Options are then exercisable or such Shares are then vested) as of the closing date of such Change in Control over (B) their aggregate exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Options would have become exercisable or such Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing service to the Company or its affiliates, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options would have become exercisable or such Shares would have vested. If the aggregate exercise price of the Shares subject to such Options exceeds the Fair Market Value of such Shares by greater than ten percent (10%) of the Fair Market Value of such Shares, then such Options may be cancelled without making a payment to the Optionee. For purposes of this Section 4(a)(v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. (b) A “Change in Control” of the Company shall be deemed to have occurred if: (i) Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who did not own shares of the capital stock of the Company on the date of grant of the Option shall, together with his, her or its “Affiliates” and “Associates” (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), become the “Beneficial Owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) The “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the Company’s Board of Directors who were directors immediately prior Directors; (iii) There should occur (A) any consolidation or merger involving the Company and the Company shall not be the continuing or surviving corporation or the shares of the Company’s capital stock shall be converted into cash, securities or other property; provided, however, that this subclause (A) shall not apply to such Change a merger or consolidation in Control) then which (i) all determinations by the Company pursuant to is the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL surviving corporation and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law stockholders of the Company now immediately prior to the transaction have the same proportionate ownership of the capital stock of the surviving corporation immediately after the transaction; (B) any sale, lease, exchange or hereafter other transfer (in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (done transaction or a series of related transactions) of all or substantially all of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary assets of the Company; or (C) any liquidation or an Acquiring Person dissolution of the Company; or (or any affiliate or associate iv) The majority of such Acquiring Person) or Indemnitee within the last five years (other than Continuing Directors determine, in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 their sole and such counsel absolute discretion, that there has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used a Change in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementControl.

Change in Control. If there is In addition to (and without limiting) the actions that may be taken under Section 12(c), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not continue, assume or settle (subject to vesting) outstanding Awards (other than Stock Purchase Rights), or substitute similar stock awards for outstanding Awards (other than Stock Purchase Rights), then with respect to any such Awards that have not been continued, assumed, settled or substituted, the Committee may determine, at the time of granting an Award or thereafter, that the vesting (and exercisability, if applicable) of any such Awards (or portion thereof) will be accelerated in full (and with respect to any such Awards subject to performance-based vesting, that vesting shall be deemed satisfied at the target level or based on actual performance measured in accordance with the applicable performance goals as of the date of the Change in Control, or the greater thereof) to a date prior to the effective time of the Change in Control (contingent upon the closing or completion of the Change in Control) as the Committee will determine (or, if the Committee does not determine such a date, to the date that is five days prior to the effective time of the Change in Control), and any reacquisition or repurchase rights held by the Company with respect to such vested Awards will lapse (contingent upon the closing or completion of the Change in Control). In addition, the Committee may determine, at the time of granting an Award (other than Stock Purchase Rights) or thereafter, that such Award shall become exercisable or vested as to all or part of the Shares subject to such Award in the event that a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) occurs with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counselThe Committee will have no obligation to treat all Awards, among other thingsall Awards held by a Participant, or all Awards of the same type, similarly. Notwithstanding the foregoing, upon a Change in Control Stock Purchase Rights shall render its written opinion be subject to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees terms of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementESPP Addendum.

Change in Control. If there is Upon a Change in Control that satisfies the definition of such term in Internal Revenue Code section 409A (other than a “409A-Compliant Change in Control which has been approved Control”), but only if the award is not assumed, continued, or substituted by a majority of the Board of Directors who were directors immediately prior surviving legal entity with respect to such Change in Control) then (i) all determinations by . In the Company event payment is made pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL Participant’s Qualifying Termination or 409A-Compliant Change in Control, such payment shall be made by independent legal counsel within ninety (90) days following such Qualifying Termination or 409A-Compliant Change in Control, as applicable. Notwithstanding anything herein to the contrary, distributions may not be made to an individual who is a written opinion pursuant to Section 145(dKey Employee (as defined below) as of his or her Qualifying Termination before the date which is six (6) months after the date of the DGCL Key Employee’s Qualifying Termination (the “Key Employee Delay Period”). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the calendar month following the last day of the Key Employee Delay Period. For purposes of this award, Key Employee means an employee who, as of December 31st of a calendar year, meets the requirements of Internal Revenue Code section 409A(a)(2)(B)(i) to be treated as a “specified employee” of the Company, i.e., a key employee (as defined in Internal Revenue Code section 416(i)(1)(A)(i), (ii) or (iii) applied in accordance with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments regulations thereunder and Expense Advances under this Agreement disregarding Internal Revenue Code section 416(i)(5)). If the Participant meets the criteria in the preceding sentence, he or any other agreement or By-law she will be considered a Key Employee for purposes of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (Plan and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services this Award for the Company (or any subsidiary 12-month period commencing on the next following April 1. Delivery of earned Performance Units to the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Participant shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used made in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementcash.

Change in Control. If there is (a) Unless Executive elects to terminate this Agreement pursuant to subparagraph (c) below, Executive understands and acknowledges that MarineMax may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of MarineMax hereunder or that MarineMax may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 11 shall be applicable. (other than b) In the event of a pending Change in Control which has been approved by a majority wherein MarineMax and/or the Company and Executive have not received written notice at least five (5) business days prior to the anticipated closing date of the Board transaction giving rise to the Change in Control from the successor to all or a substantial portion of Directors who were directors immediately prior MarineMax's and/or the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform MarineMax's and/or the Company's obligations under this Agreement in the same manner and to the same extent that MarineMax and/or the Company is hereby required to perform, then such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control shall be deemed to be approved a termination of this Agreement by MarineMax and/or the Company. Such counselCompany without Good Cause during the Term and the applicable portions of paragraph 4(d) hereof will apply; however, among other thingsunder such circumstances, the amount of the lump-sum severance payment due to Executive shall render its be triple the amount calculated under the terms of paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof shall not apply whatsoever. (c) In any Change in Control situation, Executive may, at his sole discretion, elect to terminate this Agreement by providing written opinion notice to the CompanyCompany and MarineMax at least five (5) business days prior to the anticipated closing of the transaction giving rise to the Change in Control. In such case, the Board applicable provisions of Directors and Indemnitee paragraph 4(d) hereof will apply as to whether and to what extent though the Indemnitee would be permitted to be indemnified Company had terminated the Agreement without Good Cause during the Term; however, under applicable law. The Company agrees to pay such circumstances, the reasonable fees amount of the special, independent counsel referred lump-sum severance payment due to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, Executive shall be double the amount calculated under the terms "affiliate" of paragraph 4(d) hereof and "associate" the non-competition provisions of paragraph 3 hereof shall have all apply for a period of one (1) year from the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the effective date of this Agreementtermination.

Change in Control. If there is Notwithstanding anything in the Plan to the contrary, if (a) the Employee holds unvested AO LTIP Units as of immediately prior to a Change in Control Control, (other than a Change b) the unvested AO LTIP Units are not continued, assumed or substituted in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to connection with such Change in Control, and (c) the Employee remains in employment as of immediately prior to the consummation of such Change in Control, then the AO LTIP Units shall vest and become convertible into LTIP Units and non-forfeitable as of immediately prior to the consummation of the Change in Control as follows: (i) all determinations by the Company pursuant if such Change in Control occurs prior to the first sentence of Section 3 hereof and Section 145(d) third anniversary of the DGCL Grant Date, then such number of AO LTIP Units shall be made by independent legal counsel become vested as determined in a written opinion pursuant to Section 145(d) accordance with Schedule A, with such calculation performed as of the DGCL Change in Control, and (ii) if such Change in Control occurs on or after the third anniversary of the Grant Date and before such AO LTIP Units have become vested, the remainder of the unvested AO LTIPs that were determined to be Earned AO LTIP Units shall become fully vested. The AO LTIP Units shall be considered “assumed” or “substituted” for purposes of the preceding sentence only if each of the following requirements is satisfied, as determined by the Committee, as constituted immediately before the Change in Control, in its sole discretion: (i) the contractual obligations represented by the AO LTIP Units are expressly assumed (and not simply by operation of law) by the successor entity or its parent in connection with the Change in Control with appropriate adjustments to the number and type of securities of the successor entity or its parent subject to the converted or substituted award and to the Formation Unit Participation Threshold which at least preserves the compensation element of the AO LTIP Units existing at the time of the Change in Control; (ii) in the case of a substituted award, it must be of the same type of award and have the same tax consequences to the Employee as the AO LTIP Units; (iii) the vesting terms of the converted or substituted award (including with respect to all matters thereafter arising concerning accelerated vesting upon certain terminations of employment) must be substantially identical to the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law terms of the Company now AO LTIP Units; (iv) the converted or hereafter substituted award must be convertible or redeemable into another security that is itself convertible or redeemable into shares of a publicly traded company, each in effect relating a manner substantially identical to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) the corresponding terms of the DGCLAO LTIP Units; and (v) all the Company other terms and conditions of the converted or substituted award must be no less favorable to the Employee than the terms of the AO LTIP Units (including the Board provisions that would apply in the event of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withhelda subsequent Change in Control), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is In accordance with Section 13 of the Plan, if a “Change in Control,” as defined in Appendix A of the Plan, occurs prior to the Vesting Date at a time when the RSUs have not been forfeited, the Performance Measure shall be deemed to be satisfied, and the RSUs will vest as of the closing date of the Change in Control. Upon vesting pursuant to this ARTICLE III, the RSUs shall be paid as provided in ARTICLE VII. In the event that due to the acceleration of vesting of the RSUs upon a Change in Control Control, Grantee would, but for this ARTICLE III, be subject to the excise tax provisions of Internal Revenue Code (other than “Code”) Section 4999 as a Change result of “parachute payments” described in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then Code Section 280G (i) all determinations by the Company whether pursuant to the first sentence terms of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other plan, program, agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldarrangement), and who has not otherwise performed services for the Company (or any subsidiary number of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection RSUs with such matters). Unless Indemnitee has theretofore selected counsel respect to which vesting is accelerated pursuant to this Section 4 and such counsel has been approved by ARTICLE III (the Company, any Approved Law Firm selected by Indemnitee “Payments”) shall be deemed reduced in such amount that is required to be approved by reduce the Company. Such counsel, among other things, shall render its written opinion aggregate present value of such parachute payments to a dollar less than an amount equal to three times the Grantee's “base amount” (as such term is defined in Code Sections 280G(b)(3)(A) and 280G(d)(1) and (2)) so that the Grantee is not subject to the Companytax under Code Section 4999 and no tax deduction is disallowed by reason of Code Section 280G, provided that the Board reduction described herein shall be made only after all reductions are made under other plans, programs or agreements applicable to the Grantee that provide for similar reductions; and provided further that the reduction described herein shall only be made if the net amount of Directors the Payments, as so reduced (and Indemnitee as after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to whether such reduced Payments), is greater than or equal to the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Payments and the amount of excise tax to what extent which the Indemnitee Grantee would be permitted to be indemnified under applicable law. The Company agrees to pay subject in respect of such unreduced Payments and after taking into account the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising phase out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" itemized deductions and "associate" shall have the respective meanings ascribed personal exemptions attributable to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementunreduced Payments).

Change in Control. If there is Subject to Section 9.8 of the Plan: (a) Notwithstanding any provision in this Agreement, in the event of a Change in Control pursuant to Section 2.5(c) or (other than a Change in Control which has been approved by a majority d) of the Board Plan in connection with which (i) holders of Directors who were directors immediately prior Shares receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act (and disregarding the payment of cash in lieu of fractional shares) and (ii) this Stock Agreement is assumed or provision is made for the continuation of this Stock Agreement, then subject to Section 4.3 of the Plan, this Stock Agreement shall continue in accordance with its terms, and there shall be substituted for each Share of Restricted Stock then subject to this Stock Agreement, the number and class of shares into which each outstanding Share shall be converted pursuant to such Change in Control) then (i) all determinations . Notwithstanding the Employment Agreement, and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company is terminated on or after the date of such Change in Control by reason of the Participant’s resignation for Good Reason or by Zebra other than for Cause, then any unvested Restricted Stock as of the effective date of the Participant’s termination of employment shall become fully vested as of 5:00 p.m., Central Time, on the effective date of the Participant’s termination of employment. (b) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control pursuant to the first sentence of Section 3 hereof and Section 145(d2.5(a) or (b) of the DGCL shall be made by independent legal counsel Plan, or in the event of a written opinion Change in Control pursuant to Section 145(d2.5(c) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCLPlan as to which Section 5(a) above does not apply, this Stock Agreement shall be surrendered to the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)Participant, and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved Stock Agreement shall immediately be canceled by the Company, any Approved Law Firm selected by Indemnitee and the Participant shall be deemed receive, within 10 days following the effective date of the Change in Control, a cash payment from the Company in an amount equal to be approved the number of Shares of unvested Restricted Stock as of the effective date of the Change in Control, multiplied by the Company. Such counsel, among other things, shall render its written opinion greater of (i) the highest per Share price offered to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees stockholders of the special, independent counsel referred to above and to fully indemnify such counsel against Company in any and all expenses transaction whereby the Change in Control takes place or (including attorneys' fees), claims, liabilities and damages arising out ii) the Fair Market Value of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, a Share on the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 effective date of the General Rules and Regulations under the Act and Change in effect on the date of this AgreementControl.

Change in Control. If there is (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto have not been forfeited, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Common Shares and Deferred Cash Dividends). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the fifth anniversary of the Board Date of Directors who were directors Grant, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe “Successor”) all determinations for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto, or the Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (i) Upon a Change in Control (other than as defined in the Plan), all outstanding Time-Vesting Series A LTIP Awards and Performance-Vesting Series B LTIP Awards shall immediately vest in full. (ii) Upon a Change in Control which has been approved by a majority Control, in the case of the Board Performance-Vesting Series A LTIP Awards, all Seven-Year Share Price Hurdles shall be deemed satisfied, and all Performance-Vesting Series A LTIP Awards that remain subject to the Performance-Vesting Service Condition may either (A) remain outstanding or (B) be converted in accordance with Section 2(f)(iii) into an award in respect of Directors who were directors immediately prior to stock of, or other equity interests in, the acquirer (or one of its Affiliates) based on the value of such Unvested Award (which value, in the case of an Equitized LTIP Unit, shall be determined as if redeemed for a share of Class A Common Stock, in the case of all such LTIP Units on a one-for-one basis and, in the case of a Non-Equitized LTIP Unit, shall be determined in accordance with Section 3.02(c)(v) of the Operating Agreement at the time of such Change in Control) then and, following conversion, any such award will be considered an Unvested Award to the extent provided in this Agreement. In the event that the Member incurs a Termination of Employment following the Change in Control under any circumstance set forth in Section 2(e), all Unvested Awards (iand any related Unvested Distribution Amount) all determinations shall immediately vest in full, and the Vesting Date shall be the date of the Member’s Termination of Employment. Notwithstanding the foregoing, solely to the extent required to avoid taxation and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Unvested Awards (and any related Unvested Distribution Amount) shall be settled no later than March 15th of the calendar year (or, if applicable, two and one-half (2 1/2) months after the end of the applicable service recipient’s fiscal year) following the later of (1) the calendar year (or fiscal year, as applicable) in which the Change in Control occurs and (2) the calendar year (or fiscal year, as applicable) in which the Unvested Awards (and any related Unvested Distribution Amount) are no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code. (iii) Notwithstanding any other provision of this Agreement, in the event of a Change in Control, in the case of the Performance-Vesting Series A LTIP Awards, unless (A) either (1) the Unvested Awards remain outstanding following the Change in Control or (2) provision is made in connection with the Change in Control for assumption of Unvested Awards or substitution of such Unvested Awards for new awards (“Replacement Awards”) covering equity interests in a successor entity, with appropriate adjustments to the number of Unvested Awards, as determined by the Company pursuant to Committee (as defined in the first sentence Plan) in accordance with Section 2(f)(ii) of Section 3 hereof this Agreement and Section 145(d3.02(c)(v) of the DGCL shall be made by independent legal counsel Operating Agreement prior to the Change in a written opinion Control pursuant to Section 145(d4(c)(ii) of the DGCL Plan, and (iiB) the material terms and conditions of such Unvested Awards (other than the Seven-Year Share Price Hurdle) as in effect immediately prior to the Change in Control are preserved following the Change in Control (including, without limitation, with respect to all matters thereafter arising concerning the rights schedule to satisfy the Performance-Vesting Service Condition, the intrinsic value of Indemnitee the Unvested Awards (or similar potential fair value in accordance with Section 3.02(c)(v) of the Operating Agreement, in the case of a Non-Equitized LTIP Unit), transferability of the Unvested Awards (and interests into which the Unvested Awards may be converted or exchanged) prior to indemnity payments and Expense Advances under this Agreement following the Change in Control and voting power in respect of the Unvested Awards), such Unvested Awards (and any related Unvested Distribution Amount) shall immediately vest in full upon such Change in Control, and the Vesting Date shall be the date of such Change in Control. (iv) To the extent that the conversion, assumption or substitution of the Performance-Vesting Series A LTIP Awards and the related Tandem Common Shares in connection with a Change in Control would result in the Member incurring tax liability with respect to such Awards, subject to applicable law and any other agreement or By-law policies of the Company now or hereafter in effect relating any successor that impose trading restrictions (such as blackout periods), the Member shall be permitted to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) sell the number of securities subject to the DGCL) replacement award that the Company (including determines to be necessary to satisfy the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than Member’s tax liability incurred in connection with such matters)exchange. Unless Indemnitee has theretofore selected counsel Any such securities that the Member is entitled to sell pursuant to this Section 4 2(f)(iv) will no longer be considered Unvested Awards. In connection with a Change in Control, if any Replacement Awards that are granted to the Member pursuant to Section 2(f)(iii) would be taxable to the Member as ordinary income rather than as long-term capital gains, the material terms and conditions of the Unvested Awards shall not be deemed preserved unless the Member is granted an additional number of Replacement Awards to make the Member substantially whole for such counsel has been approved by incremental tax liability or the Company, any Approved Law Firm selected by Indemnitee Member is otherwise compensated for such incremental tax liability. The amount of the incremental tax liability shall be deemed to be approved by determined using the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and tax rates in effect on as of the date of this Agreementthe grant of such Replacement Awards.

Change in Control. If there is Notwithstanding the provisions of Section 6 that may be to the contrary, if a Change in Control occurs at a time when you have reached the age of 60 or later, no shares of Stock related to the Restricted Stock Units shall be paid to you as a result of that Change in Control unless the event constituting such Change in Control also constitutes a “change in the ownership or effective control” or “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder (collectively, the “Nonqualified Deferred Compensation Rules”); except that, to the extent permitted under the Nonqualified Deferred Compensation Rules, payment may be made in respect of this Award, upon the occurrence of a Change in Control, as determined by the Committee in its discretion, to the extent necessary to pay employment or other than taxes imposed on the Award. To the extent shares of Stock related to the Restricted Stock Units are not paid to you upon a Change in Control which has been approved by as a majority result of the Board limitations described in the preceding sentence, the payment date of Directors who were directors immediately prior the Stock related to such Change in Control) then your Restricted Stock Units shall be the earlier to occur of: (i) all determinations the time or times specified in Section 4 of this Agreement; (ii) your separation from service with the Company (determined in accordance with the Company’s written and generally applicable policies regarding what constitutes a “separation from service” for purposes of Section 409A of the Code); provided that, if at the time of the Change in Control you are a “specified employee” within the meaning of Section 409A of the Code, as determined in accordance with the procedures specified or established by the Company pursuant to in accordance with the first sentence Nonqualified Deferred Compensation Rules (a “Specified Employee”), this date shall be the earlier of Section 3 hereof (A) the date of your death, or (B) the date that is six months and Section 145(done day following the date of your separation from service with the Company; or (iii) a Change in Control that constitutes a “change in the ownership or effective control” or “in the ownership of a substantial portion of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law assets” of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) within the meaning of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementNonqualified Deferred Compensation Rules.

Change in Control. If there is the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason upon a Change in Control (other than a pursuant to the definition of Change in Control set forth below) or at any time within 24 months after the Change in Control, then the Executive shall be entitled to receive (1) all amounts as provided for in Section 4(a) hereof, provided, however, that the Severance Payment under this Section 4(b) will be an amount equal to 250% of the sum of (i) the Executive’s Annual Base Salary immediately prior to the Date of Termination and (ii) the average annualized payment the Executive received for the 3 most recent years under the Company’s Annual Incentive Program (or such shorter period during which the Executive has been approved served as a Senior Vice President of the Company), and (2) immediate vesting of all outstanding equity awards granted pursuant to the Company’s equity compensation plan as may be in effect from time to time. (i) For purposes of this Agreement, “Change in Control” shall be deemed to have occurred if: A. Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company, and such person owns more aggregate voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors than any other person; B. The shareholders of the Company approve (or, if shareholder approval is not required, the Board approves) an agreement providing for (x) the merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (y) the sale or other disposition of 50% or more of the Company’s assets that it owns as of the Effective Date of this Agreement, or (z) a liquidation or dissolution of the Company; provided, however, the effectiveness of a plan of reorganization pursuant to which a majority of the common stock of the reorganized Company is distributed (i) to Persons who are (a) holders of claims against the Company; (b) holders of equity interests in the Company; and/or (c) designated in the Company’s plan of reorganization proposal dated December 8, 2006, to receive common stock of the reorganized Company; or (ii) to or for the benefit of Company management, shall not constitute a “Change in Control”; or C. Directors are elected such that a majority of the members of the Board shall have been members of Directors the Board for less than two years, unless the election or nomination for election of each new director who was not a director at the beginning of such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors immediately prior to such Change in Control) then (i) all determinations by at the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate beginning of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementperiod.

Change in Control. If there is (a) Upon the occurrence of a Change in Control, each Holder of Securities shall have the right to require AK Steel to repurchase such Holder's Securities in whole or in part in integral multiples of $1,000 at a purchase price (the "Change in Control Payment Price") in cash in an amount equal to 101% of the principal amount of such Securities plus accrued and unpaid interest thereon, if any, to and including the Change in Control Payment Date (as defined below), in accordance with the procedures set forth in this Section 4.17 (a "Change in Control Offer"). (b) Within 30 days following any Change in Control, AK Steel shall send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his address appearing in the Security register, a notice stating: (i) that a Change in Control (other than a has occurred and that such Holder has the right to require AK Steel to repurchase such Holder's Securities in whole or in part in integral multiples of $1,000 at the Change in Control which has been approved by a majority of Purchase Price; (ii) the Board of Directors who were directors immediately prior circumstances and relevant facts regarding such Change in Control (including but not limited to information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change in Control); (iii) then a payment date (ithe "Change in Control Payment Date") all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL which shall be made by independent legal counsel a date no earlier than 45 days nor later than 60 days from the date such notice is mailed or such later date as may be necessary for AK Steel to comply with the requirements under the Exchange Act; (iv) that any Security not tendered will continue to accrue interest; and (v) the instructions a Holder must follow in a written opinion pursuant order to Section 145(d) of the DGCL and (ii) have its Securities repurchased in accordance with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 subsection (d) of this Section 4.17. (c) Holders electing to have Securities purchased will be required to surrender such Securities with an appropriate form on the DGCL) back of the Company (including Security entitled "Option of Holder to Elect Purchase" duly completed to AK Steel at the Board address specified in the notice at least three Business Days prior to the Change in Control Payment Date. Any Holder will be entitled to withdraw his or her election if AK Steel receives, not later than three Business Days prior to the Change in Control Payment Date, a facsimile transmission or letter setting forth the name of Directors) shall seek legal advice from (and only from) specialthe Holder, independent counsel selected by Indemnitee and approved the principal amount of the Securities delivered for purchase by the Company Holder as to which his or her election is to be withdrawn and a statement that such Holder is withdrawing his or her election to have such Securities purchased. Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (which approval d) On the Change in Control Payment Date, AK Steel shall not be unreasonably withheld)(i) accept for payment Securities or portions thereof tendered pursuant to the Change in Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered, and who has not otherwise performed services for (iii) deliver to the Company (Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof tendered to AK Steel. The Paying Agent shall promptly mail to the Holder of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any subsidiary unpurchased portion of the CompanySecurity surrendered. (e) AK Steel will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than regulations in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used a Change in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementControl Offer.

Change in Control. If there is (i) Upon a Change in Control that occurs during the period that commences on the Date of Grant and ends on the fourth Vesting Date (other than such period, the “Restriction Period”) while Grantee is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Grantee. If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then, upon a Change in Control which that occurs during the Restriction Period, any RSUs that remain outstanding and that have not yet Vested as of such Change in Control will immediately Vest in full, except that if Section 4(e) applies, the RSUs will Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has been approved by a majority value at least equal to the value of the Board RSUs, (C) that relates to publicly traded equity securities of Directors who were directors immediately prior to such the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe “Successor”), (D) all determinations the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(e)) by the Company pursuant or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there In the event of a Change in Control, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company's shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such successor corporation (the "Successor Corporation"); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards; (iv) terminate upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a date immediately prior to consummation of the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 15(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control (other than a is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control which has been approved Control, then any assumed or substituted Award held by the terminated Participant at the time of termination shall accelerate and become fully vested (and exercisable in full in the case of Options and SARs), and any repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a majority more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the Board of Directors who were directors previous sentence shall occur immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) effective date of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Participant's termination, unless an Award Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementprovides otherwise.

Change in Control. If there is (i) Upon a Change in Control occurring during the three-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the third anniversary of the Board Date of Directors who were directors Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe "Successor"), (D) all determinations the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto, or Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (a) Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control, the Performance Goals of any Awarded Restricted Stock Units for which the level of achievement has not previously been determined as of immediately prior to the Change in Control shall be deemed met at the greater of (i) 100% payout/target level or (ii) actual performance, as determined by the Committee (in effect immediately prior to the consummation of the Change in Control). (b) Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control in which the Awarded Restricted Stock Units as so scored in accordance with Section 4(a) above are not continued or assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, in each case, with substantially equivalent terms and value as the Awarded Restricted Stock Units as so scored (other than “Assumed”), such Awarded Restricted Stock Units as so scored shall vest immediately prior to the Change in Control. (c) In the event of a Change in Control in which has been approved by a majority of the Board of Directors who were directors Awarded Restricted Stock Units as so scored in accordance with Section 4(a) above are Assumed, such Awarded Restricted Stock Units as so scored shall not vest immediately prior to such the Change in Control and shall remain subject to the terms and conditions of this Agreement, provided, that, notwithstanding Section 3, if Participant’s employment with the Company or a Subsidiary of the Company terminates pursuant to a Qualifying Termination Event within the 12-month period beginning on the Change in Control and ending at the end of the first anniversary of the Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such Awarded Restricted Stock Units as so scored shall become vested subject to Participant’s (or Participant’s legal opinion provided under Section 145 representative’s, heir’s, legatee’s or distributee’s, as applicable) timely execution of a general release of claims no later than 45 days following such Qualifying Termination Event in a form satisfactory to the Company and, if applicable, Participant’s (dor Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period. If the Consideration Period spans two calendar years, then, subject to such execution and non-revocation of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Companyrelease, any Approved Law Firm selected by Indemnitee such Awarded Restricted Stock Units as so scored shall become vested and be deemed to be approved by settled in the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsecond calendar year.

Change in Control. If there a. Unless the Committee determines otherwise, upon the occurrence of a Change in Control, if the Option is a Assumed (as defined below) by the entity effecting the Change in Control (other than or a successor or parent corporation), the Option will vest as provided in Section 3(a) or, if earlier, will become fully vested upon the termination of the Participant’s employment during the two-year period beginning on the date of a Change in Control which has been approved Control, if such termination is due to: (i) a termination by the Company without Cause or (ii) a majority voluntary termination by the Participant due to the existence of Good Reason. Any Options that were or became vested on the date of such termination of employment shall be exercisable until the earlier of six (6) months following the Participant’s termination of employment and the expiration date of the Board Option. b. Unless the Committee determines otherwise, upon the occurrence of Directors who were directors immediately prior to such a Change in Control) then (i) all determinations , if the Option is not Assumed by the Company pursuant entity effecting the Change in Control (or a successor or parent corporation), the Option will become fully vested on the date of the Change in Control. For each Option covered by this Award Agreement which then has not otherwise expired, the Participant will receive a payment equal to the first sentence of Section 3 hereof and Section 145(d) excess, if any, of the DGCL consideration (consisting of cash or other property (including securities of a successor or parent corporation)) which holders of Company Shares received (or will receive) in the Change-in-Control transaction over the exercise price specified in this Agreement. Such payment shall be made in the same form as such consideration and at such date(s) as specified by independent legal counsel the Committee. For purposes of this Agreement, an Option will be considered assumed (“Assumed”) if the following conditions are met: (1) Options are converted into a replacement award in a written opinion pursuant to manner that complies with Section 145(d) 409A of the DGCL and Internal Revenue Code of 1986, as amended; (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL2) the Company replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the Board definition of DirectorsCause and Good Reason) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion that are no less favorable to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used Participant than those in this Agreement, the and all other terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules replacement award (other than the security and Regulations under number of shares represented by the Act and in effect on the date replacement award) are substantially similar to those of this Agreement; and (3) the security represented by the replacement award is of a class that is publicly held and widely traded on an established stock exchange.

Change in Control. (a) If there is a Change in Control (as hereinafter defined) shall occur prior to a Conversion Trigger Event, and, as a result of such Change in Control the Shares cease to be convertible into an equity security that is listed on a stock exchange or authorized for quotation on an automated quotation system, then each holder of Shares shall have the right to require that the Company purchase such holder’s Shares, in whole or in part, out of Company Funds legally available therefore under the JCL (the “Legally Available Funds”) and subject to necessary procedures under the JCL at a cash purchase price (a “Change in Control Payment”) in an amount equal to 100% of the liquidation preference of such Shares, plus accrued and unpaid dividends (including on any Additional Dividends, if any, to the date of purchase, pursuant to the offer described below (the “Change in Control Offer”) and the other than procedures set forth herein. (b) Within the time period specified in subsection 9.18(d), the Company shall mail a notice to each holder of Shares, with the following information: (i) a Change in Control Offer is being made pursuant to this Section 9.18 and that all Shares properly tendered pursuant to such Change in Control Offer will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, except as may be otherwise required by applicable Law (the “Change in Control Payment Date”); (iii) any Shares not properly tendered will remain outstanding and continue to accrue dividends; (iv) unless the Company defaults in making the Change in Control Payment, all Shares accepted for payment pursuant to the Change in Control Offer will cease to accumulate dividends on the Change in Control Payment Date; (v) holders of Shares electing to have any Shares purchased pursuant to a Change in Control Offer will be required to surrender such Shares, properly endorsed for transfer, to the transfer agent for the Shares at the address specified in the notice prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) holders of Shares will be entitled to withdraw their tendered Shares and their election to require the Company to purchase such Shares, provided that the transfer agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of Shares, the number of Shares tendered for purchase, and a statement that such holder is withdrawing his tendered Shares and his election to have such Shares purchased; and (vii) that holders whose Shares are being purchased only in part will be issued, to the extent applicable, a new certificate or certificates for Shares equal in number to the unpurchased portion of the Shares surrendered. (c) On the Change in Control Payment Date, the Company shall, to the extent permitted by Law, (i) accept for payment all Shares properly tendered pursuant to the Change in Control Offer, (ii) deposit with the transfer agent for the Shares an amount in cash equal to the aggregate Change in Control Payment in respect of all Shares so tendered and (iii) deliver, or cause to be delivered, to such transfer agent for cancellation the Shares so accepted. The Company shall promptly mail, or cause to be mailed, to each holder of Shares the Change in Control Payment for such Shares, and new Shares equal in aggregate liquidation preference to any unpurchased portion of Shares surrendered, if any. (d) The Company shall mail the notice referred to in Section 9.13(b) above not later than 60 days after learning of a Change in Control specified in Section 9.15(e)(i) or (ii) below or not more than 60 days after an occurrence specified in Section 9.15(e)(iii) (such 60th day being the “Notice Trigger Date”). Prior to making a Change in Control Offer, but in any event not later than the Notice Trigger Date, the Company covenants to (i) repay in full all indebtedness under agreements containing change of control puts or defaults (and terminate all commitments thereunder) or offer to repay in full all such indebtedness (and terminate all commitments) and to repay the indebtedness owed to (and terminate the commitments of) each creditor which has been approved by accepted such offer or (ii) obtain the requisite consents in respect of such indebtedness to permit the purchase of Shares. The Company will first comply with the covenant in the preceding sentence before it will be required to repurchase Shares pursuant to the provisions described below. (e) The occurrence of any of the following events will constitute a “Change in Control”: (i) any person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “1934 Act”) other than RHJI (an “other entity”) shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a majority of the Board voting power for the election of the Directors who were directors of the Company; or (ii) the Company, directly or indirectly, consolidates or merges with any other entity or sells or leases it properties and assets substantially as an entirety to any other entity, and, immediately prior to following such Change in Control) then (i) all determinations by transaction, a person or group, within the Company pursuant to the first sentence meaning of Section 3 hereof and Section 145(d13(d)(3) of the DGCL shall be made by independent legal counsel in 1934 Act, other than RHJI, beneficially owns capital stock representing a written opinion pursuant to Section 145(d) majority of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services voting power for the Company (or any subsidiary election of Directors of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is In the event of a Change in Control as defined in Section 1.3, the Bank shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement. In the event Executive’s employment is terminated (other than or “constructively terminated”) prior to the First Retirement Date as a result of or with or within one (1) year following a Change in Control, Executive shall be one hundred percent (100%) vested in the amount of the retirement benefits described in Section 2.1 of this Agreement which would have been due had Executive retired at age seventy (70). In such event, Executive shall receive his retirement benefits as described in the preceding sentence, beginning at age seventy (70), in equal installments in the manner specified in Section 2.1 of this Agreement. In the event Executive is terminated or constructively terminated following a Change in Control between the First Retirement Date and the Last Retirement Date, Executive shall be entitled to receive the full retirement benefits which has would have been approved by a majority due to him had he retired on the Next Future Retirement Date, and would begin to receive such benefits on that Retirement Date. For purposes of the Board of Directors who were directors this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for Executive immediately prior to such the Change in Control, (ii) then any demotion to a position below that of an executive officer, or (iiii) all determinations by the Company pursuant any relocation of Executive to a location more than fifty (50) miles from that of his principal place of business immediately prior to the first sentence of Section 3 hereof and Section 145(d) of Change in Control. Notwithstanding the DGCL prior paragraph, no payment shall be made by independent legal counsel in a written opinion to Executive pursuant to this Agreement to the extent that such payment, when aggregated with all other payments considered for purposes of calculating a parachute payment, results in an excess parachute payment as defined under Internal Revenue Code Section 145(d) 280G (“Section 280G”); provided, however, that Bank and Executive agree to cooperate with each other and use all reasonable efforts to minimize the impact of Section 280G to the DGCL fullest extent possible. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Bank to or for the benefit of Executive at any time constitutes a “parachute payment” under Section 280G or any similar or successor provision of federal or state law, Executive agrees that the Bank, its successors and (ii) assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to all matters thereafter arising concerning the rights of Indemnitee such claim, demand or assessment. No benefit payments provided in this Section 5 shall be made to indemnity payments and Expense Advances under this Agreement Executive, or Executive’s designated beneficiary, surviving spouse or estate, if Executive is entitled to benefits provided by any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date section of this Agreement.

Change in Control. If there is (a) In the event a Change in Control occurs before the end of the Performance Period, unless otherwise determined by the Administrator in its discretion and subject to Section 5(b), the PSUs shall be converted into time-vesting restricted stock units or such other rights as determined by the Administrator (other than collectively, “RSUs”) as follows. If the Change in Control occurs prior to the last day of the first fiscal year in the Performance Period, the number of RSUs shall equal the PSUs that would have been earned based on achievement at the Target Sales Growth Goal and the Target EBITDA Goal. If the Change in Control occurs on or after the first day of the second fiscal year in the Performance Period, the number of RSUs shall equal the number of PSUs that are earned through the date of the Change in Control as determined by the Administrator in its discretion based on actual performance (using the annual goals for the three fiscal years in the Performance Period taken into account by the Administrator in determining the Sales Growth and Adjusted EBITDA goals for the entire Performance Period) through the day immediately preceding the Change in Control. Any such RSUs shall be eligible to vest on the Vesting Date subject to the Participant remaining continuously employed by the Employer through that date; provided, however, that if the Participant’s Termination of Employment is by the Employer without Cause within 12 months following the Change in Control, the RSUs shall vest upon such termination. (b) Notwithstanding Section 5(a), if the PSUs (or, as applicable, RSUs) are not continued, assumed or substituted for in a Change in Control which has been approved Control, the PSUs shall be earned to the extent determined by a majority of the Board of Directors who were directors immediately prior Administrator (taking into account the principles in Section 5(a) for conversion to RSUs), such earned PSUs shall vest upon the Change in Control) then , and the Participant will receive with respect to such PSUs either (i) all determinations the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) effective date of the DGCL shall be made by independent legal counsel Change in a written opinion pursuant to Section 145(d) of the DGCL and Control, (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law common stock of the Company now or hereafter in effect relating successor to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company with a value equal to the Change in Control Price, or (including iii) cash equal to the Board of Directors) shall seek legal advice from (and only from) specialChange in Control Price, independent counsel selected by Indemnitee and approved as determined by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than Administrator in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementdiscretion.

Change in Control. If there is Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control prior to the Vesting Date, (other than a Change in Control which has been approved by a majority a) if the Performance Award is assumed or substituted (within the meaning of the Board of Directors who were directors immediately prior to Plan) in connection with such Change in Control) then (i) all determinations , and the Participant incurs a termination of employment or service by the Company pursuant or its Subsidiary without Cause or by the Participant for good reason (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party) during the 24-month period following such Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any Performance Awards shall lapse and the Performance Awards shall be settled in shares of Company Stock on the date of such termination based on achievement of applicable performance criteria, measured as of the date of such termination; provided, however, if such termination of employment occurs prior to the first sentence of Section 3 hereof and Section 145(d) anniversary of the DGCL shall Date of Grant, the 3-Year CAGR will be made by independent legal counsel in a written opinion pursuant to Section 145(ddetermined based on an assumed measurement period of one year. (b) of if the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement Performance Award is not assumed or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than substituted in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to this Section 4 any Performance Awards shall lapse and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Performance Awards shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion settled in shares of Company Stock immediately prior to the CompanyChange in Control based on achievement of applicable performance criteria, measured as of the date of the Change in Control; provided, however, if the Change in Control occurs prior to the first anniversary of the Date of Grant, the Board 3-Year CAGR will be determined based on an assumed measurement period of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawone year. The Company agrees to pay the reasonable fees (c) Any portion of the special, independent counsel referred to above and to fully indemnify Performance Award that could have been earned in accordance with Section 5(a) or Section 5(b) that is not earned (in accordance with such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" provisions) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect be immediately forfeited on the date of this Agreementtermination or on the date of the Change in Control, as applicable.

Change in Control. If there Notwithstanding anything to the contrary contained in Section 7.2 hereof, following a change in the ownership, or effective control of the Company or in the ownership of a substantial portion of the Company's assets (any one of which shall be referred to herein as "Change in Control"), in the event Employee's employment is a terminated either voluntarily or involuntarily within three (3) months of the Change in Control, the Company shall immediately pay to Employee the Base Salary, that portion of Employee's Minimum Bonus which shall have been earned but unpaid as of the Change in Control (other than assuming that the Minimum Bonus shall have been earned on a daily basis and, but for a Change in Control which has been approved by Control, payable only on a majority quarterly basis), Employee's accrued vacation and reimbursable expenses through the date of the Board of Directors who were directors immediately prior to such Change in Control, and an amount equal to three (3) then times the total compensation received by Employee during the immediately preceding calendar year (i) all determinations by the Company pursuant to "Change in Control Bonus"); provided, however, that, if applicable, the first sentence of Section 3 hereof and Section 145(d) amount of the DGCL Change in Control Bonus shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) reduced so that no portion of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Change in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control Bonus shall be deemed to be approved an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any replacement statute. The determination of the existence of an "excess parachute payment" shall be made by the Company. Such counsel, among other things, shall render its written opinion to 's independent accountants who prepare and file the federal income tax returns for the Company. In addition, any options to purchase the Board common stock of Directors the Company previously granted to Employee and Indemnitee not otherwise vested shall be fully vested as to whether and to what extent of the Indemnitee would be permitted to be indemnified under applicable lawdate of the Change in Control. The Company agrees to shall pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.incurred by such

Change in Control. (a) For purposes of the Agreement, a “Change in Control” of the Company shall mean an event or series of events of a nature that at such time (i) any “person” (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as determined under Rule 13d of such Act), directly or indirectly, of voting securities of the Company representing fifty percent (50%) or more of the Company’s outstanding voting securities or right to acquire such securities, or (ii) a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or similar transaction occurs in which the Company is not the resulting entity. (b) If there is a Change in Control has occurred, Executive shall be entitled to the benefits provided in Subsections (c) and (d) below, upon Executive’s subsequent termination of regular employment within twenty-four (24) months following the Change in Control due to (i) termination of Executive’s employment (other than termination for cause as set forth in Section 5.3 of the Agreement) or (ii) Executive’s resignation following any material adverse change in or loss of title, office or significant authority or responsibility, material reduction in Base Salary or benefits (excluding bonus) or relocation of the Executive’s principal place of employment by more than twenty (20) miles from its location at the time of the Change in Control. (c) Upon Executive’s entitlement to benefits under Subsection (b), (i) the Company shall pay Executive, or in the event of Executive’s subsequent death or disability, Executive’s beneficiaries, estate or other representative, a sum equal to two (2) full years Base Salary, less all required and applicable withholding regardless of the remaining term under the Agreement; and (ii) any unvested stock options and related rights shall immediately vest and shall be exercisable for a period of three (3) years from the date of termination. The amount referenced in (i) above, shall be paid in a lump sum due within ten (10) days of the date of termination or resignation. (d) Upon the occurrence of a Change in Control which has been approved followed by a majority Executive’s termination of employment or resignation (other than termination for cause), the Board of Directors who were directors immediately prior Company and its successors or assigns shall cause to such Change in Control) then (i) all determinations be continued life, medical and disability coverage substantially identical to the coverage maintained by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (Executive prior to Executive’s termination or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Companyresignation. Such counsel, among other things, coverage and payment shall render its written opinion to cease upon the Company, the Board expiration of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses twelve (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on 12) full calendar months from the date of termination or resignation. Nothing in this Agreementprovision is intended to restrict or limit Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act, commonly known as COBRA. (e) In the event that any amount due hereunder constitutes an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, the Company and Executive shall meet in good faith to minimize the adverse tax consequences to Executive.

Change in Control. If there is The following provisions shall apply only to the extent a Change in Control is consummated prior to the completion of the Performance Period and shall have no force or effect in the event the effective date of the Change in Control occurs after the completion of such Performance Period. (a) Should (i) the Change in Control occur within the first twelve (12) months of the Performance Period and (ii) Participant remain in Continuous Service through the effective date of that Change in Control, then Participant shall immediately vest in that number of shares of Common Stock equal to the designated number of Performance Shares set forth in Paragraph 1, without any measurement of Performance Goal attainment to date. (b) Should (i) the Change in Control occur at any time on or after the completion of the first twelve (12) months of the Performance Period and (ii) Participant remain in Continuous Service through the effective date of that Change in Control, then Participant shall immediately vest in that number of shares of Common Stock equal to the greater of: (i) the designated number of Performance Shares set forth in Paragraph 1, or (ii) the number of Performance-Qualified Shares determined by multiplying (A) the number of Performance Shares set forth in Paragraph 1 by (B) the applicable percentage (determined in accordance with the percentile matrix in attached Schedule I) for the levels at which the Performance Goals are attained over an abbreviated Performance Period ending with the close of the Corporation’s fiscal quarter coincident with or immediately preceding the effective date of the Change in Control. (c) The provisions of subparagraphs (a) and (b) of this Paragraph 5 shall also apply should Participant’s Continuous Service terminate, by reason of an involuntary termination other than for Cause or his or her resignation due to Constructive Termination, at any time during the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the effective date of that Change in Control or (ii) the termination of the definitive agreement without the consummation of the Change in Control; provided, however, that in no event shall Participant become entitled to any shares of Common Stock pursuant to this Paragraph 5 if the Change in Control is not in fact consummated. (d) Should Participant cease Continuous Service during the Performance Period by reason of death or Permanent Disability and a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately subsequently occur prior to the completion of that Performance Period, then the Participant shall, at the time of such Change in Control) then , vest in a pro-rated number of shares of Common Stock calculated by multiplying (i) all determinations by the Company pursuant to number of Performance Shares or Performance-Qualified Shares determined in accordance with the first sentence applicable provisions of Section 3 hereof subparagraphs (a) and Section 145(d(b) of the DGCL shall be made this Paragraph 5 by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) a fraction, the numerator of which is the number of months of Continuous Service actually completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is the number of months (rounded to the closest whole number) comprising the portion of the Performance Period ending with respect the earlier of (i) the effective date of the Change in Control or (ii) the last day of the abbreviated Performance Period (if any) taken into account under Paragraph 5(b)(ii). (e) Should Participant cease Continuous Service by reason of his or her Retirement at any time after the completion of the first twelve (12) months of the Performance Period but prior to all matters thereafter arising concerning the rights completion of Indemnitee the entire Performance Period and a Change in Control subsequently occur prior to indemnity payments the completion of that Performance Period, then the Participant shall, at the time of such Change in Control, vest in a pro-rated number of shares of Common Stock calculated by multiplying (i) the number of Performance Shares or Performance-Qualified Shares determined in accordance with the provisions of subparagraph (b) of this Paragraph 5 by (ii) a fraction, the numerator of which is the number of months of Continuous Service actually completed by Participant in such Performance Period prior to his or her Retirement (rounded to the closest whole month), and Expense Advances the denominator of which is the number of months (rounded to the closest whole number) comprising the portion of the Performance Period ending with the last day of the abbreviated Performance Period (if any) taken into account under Paragraph 5(b)(ii). (f) The number of shares of Common Stock in which Participant vests on the basis of the Performance Shares or Performance-Qualified Shares determined in accordance with the foregoing provisions of this Paragraph 5 shall be issued on the effective date of such Change in Control or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date. Alternatively, those vested shares of Common Stock shall be converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of the Change in Control, and such consideration shall be distributed to Participant within fifteen (15) business days following the effective date of that Change in Control. Each issuance or distribution made under this Paragraph 5(c) shall be subject to the Corporation’s collection of the applicable Withholding Taxes. (g) Except for the actual number of shares of Common Stock in which Participant vests in accordance with this Paragraph 5, Participant shall have cease to have any further right or entitlement to any additional shares of Common Stock under this Agreement following the effective date of the Change in Control. (h) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any other agreement part of its business or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementassets.

Change in Control. If there is Notwithstanding the provisions of Section 1 through Section 4 hereof or the terms of any Change in Control Agreement between you and the Company or a Subsidiary (a “CIC Agreement”), if you have been continuously employed from the grant date specified above until the date that the Change in Control occurs (the “Change in Control Date”) or you are treated, for purposes of such CIC Agreement, to have remained in employment through the Change in Control Date, upon the occurrence of a Change in Control your rights in respect of the Performance Units shall be determined as provided in this Section 5. If your employment shall have terminated prior to the Change in Control Date, but at least some of your Performance Units remain outstanding pursuant to Section 4(b) or Section 4(c), your rights in respect of your outstanding Performance Units shall be determined as provided in this Section 5. (other than a) If a Change in Control which has been approved occurs, the Performance Period shall be deemed to end on the Change in Control Date. The determination of whether, and to what extent, the Performance Objective is achieved is based on actual performance against the stated performance criteria through the Change in Control Date and the number of Earned Performance Units will be equal to your Initial Performance Units multiplied by the percentage under the applicable “Percentage of Initial Performance Units Earned” column of Appendix A based on such performance through the Change in Control Date. In the event that you had Performance Units that remained outstanding pursuant to Section 4(b) or 4(c), the resulting Earned Performance Units will also be multiplied by any applicable Pro-Rata Fraction. (b) The Earned Performance Units will be converted into time-based Restricted Stock Unit awards on a majority one-for-one basis. (c) With respect to each outstanding Restricted Stock Unit, the Company shall credit a book entry account with an amount equal to the amount of any cash dividend paid following the Change in Control Date on one share of Common Stock (or any other security in lieu of Common Stock pursuant to Section 5(g)). The amount credited to such book entry account shall be payable to you at the same time or times, and subject to the same terms and conditions as are applicable to, your Restricted Stock Units. (d) Subject to any acceleration or forfeiture events described within Section 4, each outstanding Restricted Stock Unit shall ▇▇▇▇▇ ▇▇▇▇ on the last day of the Board Performance Period (determined without regard to the occurrence of Directors who were directors immediately prior to such the Change in Control; i.e., vesting will not accelerate solely on account of the Change in Control). (e) then In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated following the Change in Control Date and prior to the end of the Performance Period (determined without regard to the occurrence of the Change in Control): (i) all determinations by the Company pursuant Section 4 shall be applied after giving effect to the first sentence conversion of your Performance Units into Restricted Stock Units in accordance with this Section 3 hereof and 5 (e.g., the term “Initial Performance Units” within Section 145(d4(a)(i) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and replaced with “Restricted Stock Units”), (ii) with respect to all matters thereafter arising concerning the rights for purposes of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events paragraph (including, but not limited to, any such legal opinion provided under Section 145 (dc) of Section 4, a “Termination for Good Reason” shall include a termination by you due to Forced Relocation (as such term is defined in the DGCLTermination Agreement, if applicable), (iii) for purposes of paragraphs (a) and (c) of Section 4, the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Pro-Ration Fraction shall be deemed to be approved 100%, and (iv) none of the conditions set forth in items (ii))-(iv) of Section 4(b) or the covenants contained in items (v) and (vi) of Section 4(b) shall apply. (f) In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated following the Change in Control Date and prior to the end of the Performance Period (determined without regard to the occurrence of the Change in Control) and shares of Common Stock become distributable to you pursuant to paragraphs (a), (b) or (c) of Section 4 and of this Section 5, subject to the following paragraph (g), vested Restricted Stock Units shall be settled in shares of Common Stock, as follows: (i) If you are not a Section 409A Participant, the applicable shares shall be paid to you immediately (and in no event later than 30 days) following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control), (y) the termination of your employment relationship with the Company and each of its Subsidiaries, and (z) your death. (ii) If you are a Section 409A Participant, the Change in Control constitutes a “change in the ownership or effective control” or “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder (a “409A Change in Control’), and your termination of employment occurs within the two year period immediately following such 409A Change in Control, then the applicable shares shall be paid to you immediately (and in no event later than 30 days) following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control), (y) the date that is six months and one day following the date of your separation from service with the Company (determined in accordance with the Company’s written and generally applicable policies regarding what constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder) (“Separation from Service”), and (z) your death. (iii) If you are a Section 409A Participant, and either the Change in Control does not constitute a 409A Change in Control, or your termination of employment does not occur within the two year period immediately following a 409A Change in Control, then the applicable shares shall be paid to you immediately (and in no event later than 30 days) following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control) and (y) your death. (g) Notwithstanding anything else contained in this Section 5 to the contrary, if the Change in Control involves a merger, reclassification, reorganization or other similar transaction pursuant to which the Common Stock is exchanged for stock of the surviving corporation in such merger, the successor to the corporation or the direct or indirect parent of such a corporation (collectively, the “Successor Corporation”) or other securities, cash or property, then instead of each share of Common Stock, your Restricted Stock Units shall relate to and be settled in the same consideration (whether stock, securities, cash or other property) payable or distributable in such transaction in respect of a share of Common Stock. Any property distributed pursuant to this Section 5, whether in shares of the Successor Corporation or otherwise, shall in all cases be freely transferable without any restriction (other than any such restriction that may be imposed at applicable law), and any securities issued hereunder shall be listed for trading on a U.S. national securities exchange and registered to trade under Section 12(b) of the 1934 Act, and shall have been registered under the Securities Act of 1933, as amended (the “1933 Act”). (h) Notwithstanding anything else contained in this Section 5 to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the Change in Control Date, to satisfy your rights in respect of the Performance Units (as determined pursuant to the foregoing provisions of this Section 5), in whole or in part, by making a cash payment to you within 5 business days of the vesting date in respect of all or any portion of the Earned Performance Units or Restricted Stock Units, as applicable, as the Committee shall determine. Any cash payment for any Earned Performance Units or Restricted Stock Units shall be equal to the Fair Market Value of the number of shares of Common Stock or other property as described in Section 5(g) into which it would convert, determined on the vesting date. (i) Notwithstanding anything else contained in this Section 5 to the contrary, in the event that this Award is not Assumed (as defined below) upon a Change in Control, then all of the Earned Performance Units calculated pursuant to Section 5(a) of this Agreement shall become unconditionally vested and unrestricted immediately prior to the Change in Control. The Earned Performance Units shall be settled in shares of Common Stock (or, if Section 5(g) applies above, in the securities, cash or other property provided pursuant to Section 5(g)), a cash settlement pursuant to Section 5(h), or a combination of such equity and cash, in accordance with the timing of settlement of the Change in Control consideration provided to Common Stock holders generally in connection with the Change in Control event; provided, however, that in the event the Change in Control does not constitute a 409A Change in Control, and you are a 409A Participant, your settlement of the applicable Earned Performance Shares shall be paid to you immediately following (and not later than 5 business days) the first to occur of: (i) a 409A Change in Control; (ii) the date that is six months and one day following the date of your Separation from Service; or (iii) the end of the Performance Period (determined without regard to the occurrence of the Change in Control). For purposes of this Agreement, the term, “Assumed,” means that, prior to or concurrently with the consummation of the transaction resulting in a Change in Control, either (i) this Agreement is expressly affirmed by the Company. Such counsel, among other things, shall render its written opinion Company or (ii) the contractual obligations represented by this Agreement are expressly (and not merely by operation of law) assumed by the surviving or successor corporation or entity to the Company, or any parent or subsidiary of either thereof, or any other corporation or entity that is a party to the Board transaction resulting in the Change in Control, in connection with such Change in Control, with appropriate adjustments to the number and kind of Directors securities of such surviving or successor corporation or entity, or such other applicable parent, subsidiary, corporation or entity, subject to this Award, which preserves the compensation element of this Agreement existing at the time of such Change in Control, and Indemnitee provides for subsequent payout in accordance with the same (or more favorable) payment and vesting schedule applicable to this Award, as determined in accordance with the instruments evidencing the agreement to whether and to what extent the Indemnitee would assume this Agreement; provided, however, that in no event will this Agreement be permitted deemed to be indemnified under applicable law“Assumed” unless the assumption is made by the entity that will be the issuer of the securities, cash or other property provided in exchange for Common Stock in the Change in Control transaction in question. The Company agrees determination of comparability for this purpose shall be made by the Committee prior to pay the reasonable fees of the specialChange in Control, independent counsel referred to above and to fully indemnify such counsel against any its determination shall be final, binding and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementconclusive.

Change in Control. If there is Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (other than as defined in the Employment Agreement): A. If a Change in Control which has been approved by a majority occurs and the then-outstanding and unvested portion of the Board this Award is not continued following such event or assumed or converted into restricted stock units of Directors who were directors immediately prior any successor entity to such Change in Control) then (i) all determinations by the Company pursuant to or a parent thereof (the first sentence of “Successor Entity”), the continued employment vesting requirement set forth under Section 3 hereof and Section 145(d3(A) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Award shall be deemed to be approved by satisfied, the Company. Such counseloutstanding Restricted Stock Units subject to such portion shall be deemed vested, among other things, and such Restricted Stock Units shall render its written opinion to be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the Board ownership of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees a substantial portion of the specialassets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), independent counsel referred to above outstanding and to fully indemnify such counsel against any and all expenses vested Restricted Stock Units (including attorneys' fees)any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, claims, liabilities and damages arising out penalty or interest under Section 409A of or relating the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to this Agreement or its engagement pursuant hereto. As used the Award will not be made in this Agreementconnection with the Change in Control, the terms "affiliate" Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and "associate" unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued employment requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall have continue to apply following such Change in Control, and any portion of the respective meanings ascribed Award that vests pursuant to such terms provisions shall be settled as provided in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date Section 5 of this Agreement.

Change in Control. If there (a) In the event that the Executive is terminated without Cause in connection with (i) a Change in Control (other than merger of OFFC with another entity as a Change in Control result of which has been approved by the shareholders of OFFC prior to such transaction do not own a majority of the voting power of the resulting entity, (ii) the acquisition of greater than fifty percent (50%) of Bank’s voting stock by an entity or group of individuals acting in concert, (iii) the sale or disposition of all or substantially all of Bank’s assets to an entity in which OFFC does not control a majority of the voting power, or (iv) the determination (which may be made effective as of a particular date specified by the Board) by the Board that a change of Directors who were directors control has occurred or is about to occur (each a “Change of Control Event”) and the Executive is not retained by the successor entity or group (the “Successor Entity”) for a period of at least the then remaining Term pursuant to a written agreement (the “New Agreement”) which provides that the Executive shall have (A) the same or substantially equal position with similar title and responsibilities and the same or greater salary, benefits and bonuses that the Executive was entitled to receive from the Bank immediately prior to the Change of Control Event, and (B) a commuting distance that is not greater than twenty five (25) miles from the Executive’s principal office described in Section 5 hereof, the Executive shall be entitled to the Remaining Term Payment from the Bank; provided, however, that the Executive shall only be entitled to such Remaining Term Payment if she agrees to remain as an employee of the Bank and assist in the transition until the effective date of the Change in Control) then (i) all determinations of Control Event. In the event that the Executive is to receive the Remaining Term Payment as provided for herein, the Severance shall be payable in-full by the Company pursuant to Bank within ten (10) days after delivery by the first sentence of Section 3 hereof and Section 145(d) Executive of the DGCL executed Release provided for under Section 23 hereof. (b) Notwithstanding the forgoing, in no event shall be made by independent legal counsel in a written opinion pursuant to any payments provided for hereunder constitute an “excess parachute payment” under Section 145(d) 280G of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights Internal Revenue Code of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including1986, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)as amended, and who has not otherwise performed services in order to avoid such a result the benefits provided for hereunder will be reduced, if necessary, to an amount which is $1.00 less than an amount equal to 2.99 times the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than Executive’s “base amount” as determined in connection accordance with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.280G.

Change in Control. If there is a Change in Control (other than a Change in Control which has been approved by a majority a) In the event of the Board occurrence of Directors who were directors immediately prior to such a change in control of the Company (a "Change in Control) then (i) "), this Option and all determinations by the Company rights granted hereunder shall immediately vest and be exercisable in accordance with its terms with respect to those Shares not already vested and exercisable pursuant to the first sentence terms of Section 3 hereof and Section 145(d) this Option. For purposes of the DGCL shall be made by independent legal counsel this Option, a "Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control" shall be deemed to be approved by occur if: (i) there shall have occurred a change in control of the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board Company of Directors and Indemnitee as to whether and to what extent the Indemnitee a nature that would be permitted required to be indemnified under applicable law. The Company agrees reported in response to pay the reasonable fees Item 6(e) of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out Schedule 14A of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations Regulation 14A promulgated under the Securities Exchange Act and of 1934, as amended, as in effect on the date hereof, whether or not the Company is then subject to such reporting requirement, provided, however, that the foregoing event shall not be deemed to be a Change in Control if immediately prior to such transaction the Participant or an entity of which the Participant is an executive officer, director or more than five percent equity holder is, directly or indirectly, one of the new controlling parties; or (ii) the Company has merged or consolidated with, or sold substantially all of its assets to, another company, provided, however, that the foregoing event shall not be deemed to be a Change in Control if immediately prior to such transaction the Participant is an executive officer, director or more than five percent equity holder of the other party to the transaction or of any entity directly or indirectly controlling that party to the transaction. (b) Notwithstanding the foregoing, if in the event of a Change in Control, the successor company assumes or substitutes for this Option, then this Option shall not be accelerated as described in Section 17(a) hereof. For the purposes of this AgreementSection 17(b), this Option shall be considered assumed or substituted for if following the Change in Control, this Option or any award substituted therefor ("Substitute Award") confers the right to purchase or receive, for each Share subject to this Option, immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting the Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of this Option or the Substitute Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting the Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, in the event of a termination of the Participant's employment or Directorship in such successor company within twenty-four (24) months following such Change in Control, this Option or the Substitute Award held by such Participant at the time of the Change in Control shall be accelerated as described in Section 17(a) hereof.

Change in Control. If there is (a) Executive understands and acknowledges that RV Centers may be merged or consolidated with or into another entity or that RV Centers may undergo a "Change in Control" (as defined below). In the event a Change in Control is initiated or occurs during the Initial Term, then the provisions of this paragraph 11 shall be applicable. (other than b) In the event of a Change in Control which wherein Executive has been approved by a majority not received written notice at least five (5) business days prior to the anticipated date of the Board event or transaction giving rise to the Change in Control from the successor to all or a substantial portion of Directors who were directors immediately the Company's business and/or assets that such successor is willing as of the closing to assume and agrees to perform, or continue to cause the Company to perform, the Company's obligations under this Agreement in the same manner and to the same extent that the Company is required to perform prior to such event or transaction, then Executive may, at Executive's sole discretion, elect to terminate his employment on the effective date of such Change in Control. In such case, the applicable provisions of paragraph 4(d) then will apply as though the Company had terminated Executive without Good Cause; however, the amount of the severance payments due Executive shall be triple the amount calculated under the terms of paragraph 4(d), but shall in no event in the aggregate exceed six (i6) times Executive's annual base salary. (c) For purposes of applying paragraph 4 under the circumstances described in (b) above, in the case where Executive's employment under this Agreement will terminate, the effective date of termination will be the closing date of the transaction giving rise to the Change in Control and all determinations compensation, benefits and reimbursements due Executive under paragraph 2 above must be paid in full by the Company at or prior to such closing. In the case where Executive's employment under this Agreement does not terminate with a Change in Control under (b) above, then for one (1) year following the closing date of a Change in Control, if the Initial Term is ending during such one (1) year period, the Company shall automatically renew this Agreement for one (1) year pursuant to the first second sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section paragraph 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementabove.

Change in Control. If there is Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (other than as defined in the Employment Agreement): A. If a Change in Control which has been approved by occurs and this Award (to the extent outstanding) is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a majority parent thereof (the “Successor Entity”), the Award will vest as of the Board date of Directors who were directors immediately such Change in Control with respect to the number of Credited Restricted Stock Units as determined under Section 3 (or, if the Change in Control occurs before the end of the Performance Period, the Target Number of Restricted Stock Units), and such Restricted Stock Units (and any related Dividend Equivalents) shall be paid at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), the outstanding vested Restricted Stock Units subject to the Award and any related Dividend Equivalents shall be paid upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of such Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. The foregoing provisions do not supersede Section 7(C) to the extent the Grantee's employment by the Company terminates and such provision is triggered prior to a Change in Control. B. If the Award (to the extent then outstanding) is continued following a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the continued employment requirement set forth in Section 3(D) above (and the accelerated vesting provisions set forth in Section 7(A) and 7(B) above) shall continue to apply following such Change in Control; provided, however, that if a termination of the Grantee's employment described in Section 7(A) then (i) all determinations by the Company pursuant above occurs after a Change in Control and prior to the first sentence of Section 3 hereof and Section 145(d) Vesting Date, the Award will vest as of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) date of such termination of the DGCL and (ii) Grantee's employment with respect to all matters thereafter arising concerning the rights number of Indemnitee to indemnity payments and Expense Advances Credited Restricted Stock Units as determined under this Agreement or any other agreement or By-law Section 3 (or, if such termination occurs before the last day of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (includingPerformance Period, but not limited to, any such legal opinion provided under Section 145 (d) the Target Number of the DGCL) the Company (including the Board of Directors) shall seek legal advice from Restricted Stock Units). Any Restricted Stock Units (and only fromany related Dividend Equivalents) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel that vest pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee 8(B) shall be deemed to be approved by paid at the Companytime(s) otherwise provided in Section 5. Such counsel, among other things, Section 17 of the Plan shall render its written opinion not apply with respect to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementAward.

Change in Control. If there is (i) a Change in Control occurs, (other than a ii) Participant remains in continued Service until at least immediately prior to the Change in Control which has been approved by a majority Control, and (iii) the Restricted Shares remain Unvested Shares as of the Board of Directors who were directors immediately prior to such Change in Control, then: (a) then Any then-unvested Earned Restricted Shares (ias defined in Exhibit B) all determinations by will vest immediately prior to the Company closing of such Change in Control and become Vested Shares. (b) With respect to any Restricted Shares that are not Earned Restricted Shares, regardless of whether the Change in Control occurs during the Adjusted EBITDA Performance Period or the PPS Performance Period (each, as defined in Exhibit B), the Restricted Shares shall become Earned Restricted Shares as of immediately prior to the closing of such Change in Control if the Price Per Share Goal is first achieved based on the CIC Price (or, with respect to a Non-Transactional Change in Control, if the Price Per Share Goal is achieved as of the Change in Control date). Any Restricted Shares that become Earned Restricted Shares in accordance with this Section 2.2(b) will vest and become Vested Shares immediately prior to the closing of such Change in Control. Notwithstanding the generality of the foregoing, in the event that the Price Per Share Goal was achieved prior to the Change in Control, no additional Restricted Shares shall become Earned Restricted Shares pursuant to the first sentence of this Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii2.2(b) with respect to all matters thereafter arising concerning the rights of Indemnitee Price Per Share Goal. (c) Notwithstanding anything to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law the contrary contained in Section 8.3 of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (includingPlan, but not limited toif, following the application of Section 2.2(b), any such legal opinion provided under Section 145 Restricted Shares have not become Earned Restricted Shares as of (d) of the DGCLor in connection with) the Company (including the Board Change in Control, then such Restricted Shares automatically will be forfeited and terminated as of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed immediately prior to such terms Change in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementControl without consideration therefor.

Change in Control. If there is a. Notwithstanding anything to the contrary in this Agreement, provided you have not previously ceased to satisfy the Continuous Service Requirement, upon the occurrence of a Change in Control during the Performance Period that constitutes a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code: (other than a A) any PSUs determined to be Vested PSUs in accordance with the provisions of Attachment A shall be payable to you as soon as reasonably practical following the date of such Change in Control which has been approved by a majority (but in no event later than the 74th day following such date) in the form of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL Common Stock, and (ii) with respect to all matters thereafter arising concerning any accumulated DERs allocated thereto shall be payable at the rights same time in the form of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter cash. b. Notwithstanding anything else contained above in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the occurrence of the Change in Control, to have the Company satisfy your rights in respect of the PSUs (as determined pursuant to the foregoing provisions of this Section 4), in whole or in part, by having the Company make a cash payment to you within five business days of the occurrence of the Change in Control in respect of all such counsel has been approved by PSUs or such portion of such PSUs as the Company, Committee shall determine. Any cash payment made pursuant to the foregoing sentence for any Approved Law Firm selected by Indemnitee PSUs shall be deemed to be approved by calculated based on the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board Fair Market Value of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees a share of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect Common Stock on the date of the Change in Control. c. Notwithstanding anything else contained in this AgreementSection 4 to the contrary, if a Change of Control occurs that is not also a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code, the payment amounts described in this Section 4 shall be made on the earlier to occur of (i) the Payment Date specified in Section 2(a) hereof, and (ii) the occurrence of an event that constitutes a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code with respect to the Company (with payment made as soon as reasonably practicable following such event).

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control: A. If there is a Change in Control (other than a Change in Control which has been approved by a majority occurs and the then-outstanding and unvested portion of the Board this Award is not continued following such event or assumed or converted into restricted stock units of Directors who were directors immediately prior any successor entity to such Change in Control) then (i) all determinations by the Company pursuant to or a parent thereof (the first sentence of “Successor Entity”), the continued Service vesting requirement set forth under Section 3 hereof and Section 145(d3(A) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Award shall be deemed to be approved by satisfied, the Company. Such counseloutstanding Restricted Stock Units subject to such portion shall be deemed vested, among other things, and such Restricted Stock Units shall render its written opinion to be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the Board ownership of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees a substantial portion of the specialassets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), independent counsel referred to above outstanding and to fully indemnify such counsel against any and all expenses vested Restricted Stock Units (including attorneys' fees)any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, claims, liabilities and damages arising out penalty or interest under Section 409A of or relating the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to this Agreement or its engagement pursuant hereto. As used the Award will not be made in this Agreementconnection with the Change in Control, the terms "affiliate" Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and "associate" unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall have continue to apply following such Change in Control, and any portion of the respective meanings ascribed Award that vests pursuant to such terms provisions shall be settled as provided in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date Section 5 of this Agreement.

Change in Control. (a) If there is a Change in Control occurs during the Performance Period, (other than i) the Grantee will immediately be awarded that number of PBRSUs that Grantee would have been awarded at the end of the Performance Period if the degree of achievement of the Performance Measure for the Performance Period was exactly 100% of the Target Amount of the Performance Measure, and (ii) such PBRSUs shall vest and convert into shares as set forth in Section 3. (b) If a Change in Control which has been approved occurs during the Service Period, then any PBRSUs held by the Grantee shall vest and convert into shares as set forth in Section 3. (c) If following a majority Change in Control and prior to the end of the Board Service Period the Grantee dies or terminates employment due to Disability or Retirement or the Grantee’s employment is involuntarily terminated without Cause or the Grantee terminates employment for Good Reason, then immediately upon the Grantee’s termination of Directors who were directors employment all PBRSUs held by the Grantee shall vest and be converted into an equivalent number of shares of Common Stock that will be immediately prior distributed to the Grantee in the form of a stock certificate; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of such Change in Control) then termination, all PBRSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) all determinations by the Company pursuant to date which is six months after the first sentence of Section 3 hereof and Section 145(d) date of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) Grantee’s termination of the DGCL employment and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law date of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 Grantee’s death. (d) In connection with a Change of Control in which Common Stock is exchanged for another security or other form of consideration, the terms and conditions of the DGCL) PBRSUs shall remain substantially unchanged and, subject to the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary fulfillment of the Company) other terms and conditions of the PBRSUs, the holders of PBRSUs shall be entitled to receive such other security or an Acquiring Person (consideration to the same extent the holders would have been entitled to receive such security or any affiliate or associate consideration had the PBRSUs converted into Common Stock immediately prior to the Change of such Acquiring Person) or Indemnitee within the last five years (other than Control. Alternatively, in connection with such mattersa Change of Control, this Agreement may be terminated; provided, however, that such termination satisfies the requirements of Section 1.409A-3(j)(4)(ix) of the Treasury Regulations (or any successor provision). Unless Indemnitee has theretofore selected counsel pursuant If, in connection with such a Change in Control, a decision is made to terminate this Agreement in accordance with the requirements of Section 4 and such counsel has been approved 1.409A-3(j)(4)(ix) of the Treasury Regulations (or any successor provision), all PBRSUs held by the Company, any Approved Law Firm selected by Indemnitee Grantee shall vest and be deemed to converted into an equivalent number of shares of Common Stock that will be approved by the Company. Such counsel, among other things, shall render its written opinion immediately distributed to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementGrantee.

Change in Control. If there is (i) Upon a Change in Control occurring during the Restriction Period while Grantee is an employee of the Company or a Subsidiary, to the extent the RSUs have not been forfeited, the RSUs will immediately Vest in full (other than except to the extent that a Replacement Award is provided to Grantee for the RSUs). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), upon a Change in Control which during the Restriction Period, then the RSUs will immediately Vest in full, except that to the extent that Section 4(e) applies, the RSUs will Vest only to the extent that the RSUs would have become Vested pursuant to Section 4(e). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of service-based restricted stock units, (B) that has been approved by a majority value at least equal to the value of the Board RSUs, (C) that relates to publicly traded equity securities of Directors who were directors immediately prior the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to such U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the RSUs, (E) that vests in full upon a termination of Grantee’s employment with Company or a Subsidiary or their successors in the Change in Control (or another entity that is affiliated with the Company or a Subsidiary or their successors following the Change in Control) then (ias applicable, the “Successor”) all determinations for Good Reason by Grantee or without Cause by such Successor, or upon the Company pursuant death of Grantee or Grantee becoming permanently disabled, within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with or be exempt from Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the fifth anniversary of the Board Date of Directors who were directors Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe “Successor”) all determinations for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto, or Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the third anniversary of the Board Date of Directors who were directors Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe “Successor”) all determinations for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto, or Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is 6.1. In the event of a Change in Control, in consideration for the cancellation of the Award, the Participant shall be entitled to an amount, subject to the Participant’s continued employment through the Redemption Date, equal to the product of (A) the Award Percentage multiplied by (B) (x) the excess, if any, of (a) an amount, as determined by the Board pursuant to a consistent methodology, equal to (1) the aggregate value of all Class A Membership Interests and Class B Membership Interests as of the Change in Control increased by (2) the distributions received by the holders of such Class A Membership Interests and Class B Membership Interests (other than distributions that are deemed attributable to taxes pursuant to the GMAC LLC Agreement) from the Award Date through the Change in Control and reduced by (3) any taxes paid by the Company relating to the Plan from the Award Date through the Change in Control (other than such amount, the “Change in Control Value”) over (b) the Base Value, increased by (y) interest at the short-term applicable federal rate compounded annually (as of the Change in Control), from the Change in Control through the date of payment (the “Change in Control Payment”), payable as soon as practicable in the year following the applicable Redemption Date; provided, however, that if, following the Change in Control, the Participant’s employment is terminated by the Company without Cause, the Participant shall be entitled to the Change in Control Payment within sixty days following such termination of employment. For the avoidance of doubt, if, upon a Change in Control, the Base Value equals or exceeds the Change in Control which has been approved by a majority Value of an Award, such Award shall be forfeited without consideration. 6.2. In the event of the Board sale or disposition of Directors a business unit of GMAC or a Subsidiary of GMAC, a Participant who were directors immediately prior to such Change in Control) then (i) all determinations is employed by such business unit or Subsidiary through the Company pursuant to the first sentence date of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL such sale or disposition and (ii) with respect is no longer employed by GMAC or its subsidiaries immediately following such sale or disposition, shall be entitled to all matters thereafter arising concerning an amount, in consideration for the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law cancellation of the Company now or hereafter in effect relating Award, equal to Claims for Indemnifiable Events the product of (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCLA) the Company Award Percentage multiplied by (including B) the product of (x) the excess, if any, of (a) an amount, as determined by the Board pursuant to a consistent methodology, equal to (1) the aggregate value of Directorsall Class A Membership Interests and Class B Membership Interests as of such sale or disposition increased by (2) shall seek legal advice the distributions received by the holders of such Class A Membership Interests and Class B Membership Interests (other than distributions that are deemed attributable to taxes pursuant to the GMAC LLC Agreement) from the Award Date through the date of such sale or disposition and reduced by (and only from3) special, independent counsel selected by Indemnitee and approved any taxes paid by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion relating to the Company, Plan from the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on Award Date through the date of this Agreementsuch sale or disposition (such amount, the “Sale Value”) over (b) the Base Value multiplied by (y) a fraction, the numerator of which is the number of completed months through the date of such sale or disposition during the Performance Period and the denominator of which is the number of months in the Performance Period. For the avoidance of doubt, if, upon a sale or disposition of a business unit of GMAC or a Subsidiary of GMAC, the Base Value equals or exceeds the Sale Value of an Award, such Award shall be forfeited without consideration.

Change in Control. If (a) The Company agrees that if there is a Change in Control Control, as defined below, of the Company (other than a Change in Control which has been approved by a majority of the members of the Board of Directors who were directors immediately prior to such Change in Control) ), then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances advance payments of expenses under this Agreement or any other agreement or By-law of Agreement, the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice only from (and only from) special, independent counsel Independent Legal Counsel selected by the Indemnitee and approved by with the consent of the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its a written opinion to the Company, Company and the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under this Agreement and applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above Independent Legal Counsel and to fully indemnify such counsel fully against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its counsel’s engagement pursuant hereto. (b) Alternatively, the Indemnitee may choose to submit all matters arising concerning his rights to indemnity payments and advance payments of expenses under this Agreement to a panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the third of whom is selected by the first two arbitrators so selected. As Any such submission shall be governed by the Commercial Arbitration Rules of the American Arbitration Association and shall be deemed to be a submission within the meaning of the Federal Arbitration Act or any statutory modification or re-enactments thereof. Arbitration proceedings shall take place in Pennsylvania, unless otherwise agreed to by the parties. (c) “Change in Control” for purposes of this Agreement shall be deemed to have occurred if (a) any “person” (as such term is used in this AgreementSection 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the terms "affiliate" rules and "associate" shall have regulations thereunder), other than a trustee or other fiduciary holding securities under an employee benefit plan of the respective meanings ascribed to such terms Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 12b-2 13d-3 under said Act), directly or indirectly, of securities of the General Rules and Regulations under Company representing 20% or more of the Act and in effect on total voting power represented by the Company’s then outstanding voting securities, except that a person who as of the date of this AgreementAgreement owns 20% or more of the total voting power represented by the Company’s outstanding voting securities shall not be deemed to have caused a Change in Control, or (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’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 a majority thereof, or (c) the stockholders of the Company approve a merger, plan of complete liquidation of the Company, an agreement for the sale or disposition by the Company of all or any substantial part of the Company’s assets, or other business combination of the Company with any other corporation, other than a business combination which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such business combination.

Change in Control. (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder. (b) In the event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (15) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, such Change in Control shall be deemed to be a termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be 1.22 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee’s written notice. (c) In any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company’s obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the amount of the lump-sum severance payment due to Employee shall be 1.22 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee’s notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission’s regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock of the Company, including any options with accelerated vesting under the provisions of the Company’s stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. (e) A “Change in Control” shall be deemed to have occurred if: (i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the closing date of the Company’s initial public offering, constitute the Board of Directors of the Company (the “Original Directors”) or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming “Additional Original Directors” immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the members of the Board of Directors of the Company; (iii) the consummation of a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding voting securities of the Company, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iv) the consummation of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets (i.e., 50% or more of the total assets of the Company (including the Company’s subsidiaries)). (f) The Executive shall not be required to seek other employment following a Change in Control Termination and any compensation earned from other employment shall not reduce the amounts otherwise payable under this Agreement. (g) If there any portion of the severance benefits, Change in Control benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company, including but not limited to stock options, warrants and other long-term incentives (in the aggregate “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code, as amended (or any similar tax that may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shall be entitled to receive from the Company an additional payment (the “Gross-up Payment”) (i.e., in addition to such other severance benefits, Change in Control benefits or any other payments under this Agreement) in an amount such that the net amount of Total Payments and Gross-up Payment retained by the Employee, after the calculation and deduction of all Excise Tax on the Total Payments and all federal, state and local income tax, employment tax and Excise Tax on the Gross-up Payment, shall be equal to the Total Payments. For purposes of this Section Employee’s applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment. All determinations required to be made under this Section 12, including whether a Gross-Up Payment is required under this Section, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the Company’s current independent accounting firm, or such other firm as the Company may designate in writing prior to a Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within twenty business days of the receipt of notice from Employee that there will likely be a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the party effecting the Change in Control or is otherwise unavailable, Employee (together with all other employees with comparable appointment rights in their respective employment agreements such that all such employees may collectively select a single accounting firm) may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm with respect to such determinations described above shall be borne solely by the Company. Employee agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Employee owes an amount of Excise Tax greater than the amount determined pursuant to this Section; provided, that Employee shall be entitled to reimbursement by the Company (on an after tax basis) of all fees and expenses reasonably incurred by Employee in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Employee owes an amount of Excise Tax that is greater than the amount previously taken into account and paid under this Agreement (such additional Excise Tax being the “Additional Excise Tax”), the Company shall promptly pay to Employee the amount of such shortfall. In the case of any payment that the Company is required to make to Employee pursuant to the preceding sentence (a “Later Payment”), the Company shall also pay to Employee an additional amount such that after payment by Employee of all of Employee’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on the Later Payment, Employee will retain from the Later Payment an amount equal to the Additional Excise Tax, which Employee shall use to pay the Additional Excise Tax. (h) In the event of a Change in Control, the Company shall require that the ultimate parent entity (or if no parent entity, the acquiring entity itself) of any entity that acquires control (through ownership of securities or assets, consistent with the definitional triggers of a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(dset forth above) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by Change in Control assume or guaranty the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified ’s obligations under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date Section 12(g) of this Agreement.

Change in Control. If there is Except in compliance with the provisions of this Article 24, Prometheus shall not enter into or otherwise become a party to any transaction that would, if consummated, result in a Change in Control (other than a "Change in Control which has been approved Transaction"). For the avoidance of doubt, any Change in Control outside of the control of Prometheus, including a hostile take-over by a majority Third Party, shall not be considered a breach of the Board foregoing prohibition. Prometheus shall notify AstraZeneca in writing of Directors who were directors immediately prior to such a proposed Change in Control) then Control Transaction as soon as reasonably practicable after Prometheus determines that it desires to enter into such transaction (i) all determinations by or, in the Company pursuant event a Third Party commences a bone fide tender offer or exchange offer seeking to the first sentence acquire beneficial ownership of Section 3 hereof and Section 145(d) 20% or more of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(doutstanding voting securities of Prometheus, as soon as reasonably practicable after Prometheus becomes aware of such offer or other form of takeover outside the control of Prometheus) and no later than the date upon which the terms of the DGCL and proposed Change in Control Transaction (ii) or an agreement, letter of intent or memorandum of understanding with respect to all matters thereafter arising concerning such transaction) are presented to the full board of directors of Prometheus for review. (The date such notice is given is referred to as the "CIC Notice Date"). Such notice shall identify the other party or parties to the proposed Change in Control Transaction and shall provide AstraZeneca ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. with information material to the proposed transaction for the purpose of enabling, and that is reasonably sufficient for, AstraZeneca to decide whether to exercise its rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of Article 24; ***Certain information on this page has been omitted and filed separately with the Company now or hereafter in effect relating Securities and Exchange Commission. Confidential treatment has been requested with respect to Claims for Indemnifiable Events (includingthe omitted portions. provided, but not limited tohowever, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval that Prometheus shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or required to disclose any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years information (other than the identity of the other party or parties to the proposed Change in connection with Control Transaction) that Prometheus is prohibited from disclosing under the terms of a confidentiality agreement or covenant relating to such matterstransaction (in which case Prometheus shall use its Diligent Efforts to obtain a waiver of such restrictions to enable it to disclose such information to AstraZeneca). Unless Indemnitee has theretofore selected counsel pursuant On a date to this Section 4 and such counsel has been approved be determined by the CompanyAstraZeneca, any Approved Law Firm selected by Indemnitee which shall be deemed to be approved by no later than five (5) Business Days after the Company. Such counsel, among other things, shall render its written opinion to the CompanyCIC Notice Date, the Board of Directors and Indemnitee as Parties will meet (either in person or by teleconference at either Party's option) to whether and to discuss what extent effect, if any, the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay proposed Change in Control Transaction will have on the reasonable fees Promotion of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in Product under this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 identity of the General Rules directors, officers and Regulations under key employees of Prometheus and other information related to the Act and transaction as reasonably requested by AstraZeneca. (The date such meeting occurs or, in effect on the event AstraZeneca fails to attend such meeting, the date of such meeting was scheduled to have occurred, shall be referred to as the "CIC Meeting Date"). Upon request, Prometheus will provide to AstraZeneca, within five (5) Business Days after the CIC Meeting Date, a detailed written plan setting out how Prometheus will continue to meet its obligations under this Agreement.

Change in Control. If there is In the event of a Change in Control, the Award shall be automatically considered, regardless of the requirements of Section 3, as one hundred percent (100%) vested as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide, by any means determined in the sole discretion of the Company, the Director a notice of the Change in Control (the “Notice”). Once the Award has become vested in accordance with this Section 8, the Award shall be settled on the consummation of the Change in Control in accordance with the provisions of Section 4. Any vesting of the Award that was permissible solely by reason of this Section 8 shall be conditioned upon the consummation of the Change in Control. In addition, in the event of a Change in Control the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (other than a the “Acquiring Corporation”), may either assume the Company’s rights and obligations under outstanding Awards or substitutes for outstanding Awards substantially equivalent restricted stock units for the Acquiring Corporation’s stock. Any Awards which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control which has been approved by a majority shall terminate and cease to be outstanding effective upon the date of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations . Notwithstanding the foregoing, the Company reserves the discretion to revise, without the consent of any Director, the meaning of the terms “Change in Control” and “Ownership Event” should the requirements of Section 409A of the Code or any regulations or other guidance issued by the Company pursuant Internal Revenue Service require, or make such changes, necessary or desirable to preserve the desired tax impacts to the first sentence of Section 3 hereof Director and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to underlying this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementAward.

Change in Control. If there is (i) Upon a Change in Control occurring during the fifth-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto have not been forfeited, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Common Shares and Deferred Cash Dividends). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the fifth anniversary of the Board Date of Directors who were directors Grant, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe "Successor"), (D) all determinations the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its Successor in the Change in Control (or another entity that is affiliated with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto, or the Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder. (b) In the event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (other than a 15) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, such Change in Control shall be deemed to be a termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be 3.64 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee’s written notice. (c) In any Change in Control situation in which Employee has been received written notice from the successor to the Company that such pending successor is willing to assume the Company’s obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the amount of the lump-sum severance payment due to Employee shall be 3.64 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee’s notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission’s regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock of the Company, including any options with accelerated vesting under the provisions of the Company’s stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. (e) A “Change in Control” shall be deemed to have occurred if: (i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the closing date of the Company’s initial public offering, constitute the Board of Directors of the Company (the “Original Directors”) or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming “Additional Original Directors” immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the members of the Board of Directors who were directors of the Company; (iii) the consummation of a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding voting securities of the Company, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such Change continuing holder relative to other such continuing holders not substantially altered in Controlthe transaction; or (iv) then (i) all determinations the consummation of a complete liquidation of the Company or an agreement for the sale or disposition by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) all or a substantial portion of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) Company’s assets (i.e., 50% or more of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights total assets of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldCompany’s subsidiaries), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is (a) For purposes of this Agreement a Change in Control shall occur upon any “person” (other than as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) first becoming after the Effective Date a “beneficial /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation owner” (as defined in Rule 13d under the Exchange Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporation’s then outstanding securities. (b) Executive agrees that, subject to the provisions of this Section 5, in the event of a Change in Control which has been approved by a majority of the Board Corporation occurring after the Effective Date, Executive will remain in the employ of Directors who were directors immediately prior to the Corporation until the later of 38 months following the Effective Date or a period of twenty-four (24) months from the date of such Change in Control. The Corporation may terminate Executive’s employment at any time following a Change in Control, however any such termination of employment prior to the later of 38 months following the Effective Date or a period of twenty-four (24) then months following the Change in Control, shall be deemed for purposes of this Agreement to constitute a termination in conjunction with the Change in Control. (ic) all determinations Upon termination of Executive’s employment in conjunction with a Change in Control: (1) If Executive’s employment shall be terminated (a) by the Company pursuant to the first sentence of Section 3 hereof and Section 145(dCorporation other than for Cause, or (b) of the DGCL by Executive for Good Reason as defined below, then Executive shall be made by independent legal counsel entitled to compensation and severance benefits as provided below: (A) The Corporation shall pay Executive, through the date of termination, the Executive’s salary as in a written opinion pursuant to Section 145(d) effect at the time the notice of the DGCL termination is given and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement form or By-law type of the Company now or hereafter in effect relating to Claims compensation otherwise payable for Indemnifiable Events (including, such period including but not limited toto prorated bonus; (B) The Corporation shall also provide a monthly severance benefit determined on the basis of twelve (12) months of Executive’s monthly base salary, any such legal opinion provided under as defined in Section 145 (d) 3(a), as of the DGCLdate of termination. The severance benefit shall be paid in installments, each equal to Executive’s monthly base salary as of the date of termination, net of any required withholdings, for a period of twelve (12) months from the Company date of Executive’s termination of employment, or until such earlier date as the President or Chief Executive Officer of the Corporation has made a determination based on substantial evidence that Executive has materially violated any of the provisions of Sections 8, 9, 10 or 11, whichever occurs earlier. Any severance payment owed to Executive which is more than thirty (including 30) days in arrears (the Board of Directors“late date”) shall seek legal advice be credited with interest from such late date at a rate of ten percent (and only from10%) special, independent counsel selected by Indemnitee and approved by the Company per annum. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company2) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Executive shall be deemed entitled to be approved by the Companyterminate his employment in conjunction with a Change in Control for Good Reason. Such counsel, among other things, shall render its written opinion to the Company, the Board For purposes of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, “Good Reason” shall mean the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 failure of the General Rules Corporation to obtain a satisfactory agreement from any successor to assume and Regulations under the Act and in effect on the date of agree to perform this Agreement, in accordance with Section 14.

Change in Control. If there is Notwithstanding anything set forth in Section 2(a) above, in the event of a Change in Control, the following rules shall apply with respect to the MSUs granted hereunder in lieu of the provisions of Section 2(a) above: (i) Unless otherwise determined by the Committee, if a Change in Control (other than a Change in Control which has been approved by a majority occurs prior to the end of the Board Performance Period and the Employee remains employed with the Company or its Subsidiaries through the completion of Directors who were directors immediately prior to such Change in Control) , then (i) all determinations by the Company pursuant Performance Period will be deemed to end on the date of the Change in Control and the MSUs shall be converted into a right to receive a cash payment equal to the first sentence sum of (x) the product of (1) the number of MSUs that would vest in accordance with Section 3 hereof and Section 145(d2(a)(i) (based on actual stock price performance through the end of the DGCL shortened Performance Period and provided that the Committee Determination shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) the discretion of the DGCL Committee effective as of such time) and (ii2) with respect the CIC Per Share Price (such product, the “CIC Cash Value”) and (y) an amount equal to all matters thereafter arising concerning the rights interest on the CIC Cash Value at a rate equal to LIBOR plus 2.0% per annum, computed on the basis of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law a year of 364 days, calculated daily for each day following the closing date of the Company now or hereafter Change in effect relating to Claims for Indemnifiable Events Control transaction through the date immediately preceding the date on which such cash payment becomes vested (including, but not limited to, any such legal opinion provided under Section 145 the sum of clauses (dx) of the DGCL) the Company and (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldy), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters“CIC Settlement Amount”). Unless Indemnitee has theretofore selected counsel pursuant Subject to this the provisions of Section 4 and such counsel has been approved by 2(c)(ii) below, the Employee shall be entitled to receive the CIC Settlement Amount within ten (10) business days following the date on which the original Performance Period would have ended, so long as the Employee remains employed with the Company, any Approved Law Firm selected by Indemnitee shall be deemed subsidiary or successor or acquirer thereof (or any of its affiliates) in the Change in Control through the payment date. (ii) Notwithstanding anything in this Agreement to be approved the contrary, if the Employee’s employment with the Company and its Subsidiaries is terminated by the Company. Such counsel, among Company and its Subsidiaries other things, shall render its written opinion to than for Cause or by the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect Employee for Good Reason on the date of this Agreementthe Change in Control or during the twenty-four (24) month period following the Change in Control (and prior to the payment of the CIC Settlement Amount) (each, a “Qualifying Termination”), the Employee shall immediately vest in the unvested CIC Settlement Amount, and the portion of the CIC Settlement Amount not previously paid pursuant to Section 2(c)(i) shall be paid to the Employee within ten (10) business days following such termination date. In the event that, pursuant to Section 2(c)(i) above, the Committee determines that, upon a Change in Control, the MSUs shall remain outstanding as the right to receive Shares or be converted into a right to receive shares of the successor corporation or an affiliate, then, upon a Qualifying Termination, the Employee’s MSUs or replacement units outstanding on such date will be cancelled in exchange for a cash payment equal to the product of (x) the total number of shares of common stock underlying such outstanding MSUs or replacement units not previously settled in shares and (y) the per share fair market value of such common stock on the date of the Qualifying Termination.

Change in Control. (a) If there an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s Termination of Service and (x) this Agreement is a Change not continued on the same terms and conditions or (y) in Control (other than a Change the case of an Approved Transaction, the Committee as constituted prior to such Approved Transaction has not determined, in Control which its discretion, that effective provision has been approved by made for the assumption or continuation of this Agreement on terms and conditions that in the opinion of the Committee are as nearly as practicable equivalent for the Grantee to the terms and conditions of this Agreement, taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the LBTY_ may be changed, converted or exchanged in connection with the Approved Transaction, then the provisions of this Section 7(a) will apply, subject to Section 8: (i) If the Approved Transaction, Board Change or Control Purchase occurs during the Performance Period, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to such event was not less than “Developing”, or its equivalent, the Grantee will be deemed to have earned a majority number of Earned Performance Share Units equal to the Grantee’s Target Performance Share Units. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall thereupon become vested and will be settled in accordance with Section 9 promptly following the occurrence of the Board of Directors who were directors Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to such Change in Control) then consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (i) all determinations will be in full satisfaction of the Grantee’s rights hereunder. (ii) If the Approved Transaction, Board Change or Control Purchase occurs during the Service Period, the Grantee’s remaining Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will vest and no longer be subject to a risk of forfeiture upon the occurrence of the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled in accordance with Section 9 promptly following the occurrence of the Board Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (ii) will be in full satisfaction of the Grantee’s rights hereunder. (b) If an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s Termination of Service and the provisions of Section 7(a) do not apply because of the assumption or continuation of this Agreement as described therein, then the following will apply, subject to Section 8: (i) If the Approved Transaction, Board Change or Control Purchase occurs during the Performance Period, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to such event was not less than “Developing”, or its equivalent, the Grantee will thereupon be deemed to have earned a number of Earned Performance Share Units equal to the Grantee’s Target Performance Share Units, and the Grantee shall continue to be subject to the service and vesting requirements of, and to have the rights otherwise provided under, this Agreement with respect to such Earned Performance Share Units. (ii) If the Approved Transaction, Board Change or Control Purchase occurs during the Service Period, the Grantee will continue to have the rights otherwise provided under this Agreement with respect to the Earned Performance Share Units. (iii) In the event of Termination of Service occurs after the Approved Transaction, Board Change or Control Purchase due to termination of the Grantee by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement of its Subsidiaries for Cause or By-law of resignation by the Company now or hereafter in effect relating to Claims for Indemnifiable Events (includingGrantee, but excluding resignation as a result of Disability or for Good Reason, the Grantee shall, effective upon such Termination of Service, forfeit any then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents, the Vesting Date for which has not limited toyet occurred. (iv) In the event of Termination of Service occurs after the Approved Transaction, any such legal opinion provided under Section 145 (d) of Board Change or Control Purchase due to death, Disability or Retirement, resignation by the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved Grantee for Good Reason or termination by the Company or any of its Subsidiaries without Cause, then effective upon such Termination of Service, the Grantee’s then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalent shall become vested and no longer subject to a risk of forfeiture. Settlement in accordance with Section 9 of such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be made (x) if the Termination of Service occurs during the Performance Period, as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which approval shall not be unreasonably withheld)the Termination of Service occurred, and who has not otherwise performed services for (y) if the Company (or any subsidiary Termination of Service occurs during the Service Period, as of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementoriginally scheduled Vesting Dates.

Change in Control. If there is a) If, within two (2) years after a Change in Control (you experience an involuntary termination of employment initiated by the Company for reasons other than Cause, or a termination of employment for Good Reason, then you shall become immediately and unconditionally vested in all the Performance Stock Units and the restrictions with respect to all the Performance Stock Units shall lapse and the Performance Stock Units shall be settled and paid to you as soon as administratively feasible following your termination of employment but in no event later than March 15 of the year following the year of your termination of employment. If the Award of Performance Stock Units is replaced pursuant to subsection (c) below, the protections and rights granted under this subsection (a) shall transfer and apply to such replacement grant. b) If, in the event of a Change in Control, and to the extent the Award of Performance Stock Units is not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing value of the Award of Performance Stock Units at the time of the Change in Control, then you shall become immediately and unconditionally vested in all the Performance Stock Units and the restrictions with respect to all the Performance Stock Units shall lapse and the Performance Stock Units shall be settled and paid to you as soon as administratively feasible after the Change in Control but in no event later than March 15 of the year following the year of the Change in Control. c) If in the event of a Change in Control which has been approved and to the extent that this Award of Performance Stock Units is assumed by a majority any successor corporation, affiliate thereof, person or other entity, or are replaced with awards that, solely in the discretionary judgment of the Board Committee preserve the existing value of Directors who were directors immediately prior to such this Award of Performance Stock Units at the time of the Change in Control) then (i) all determinations by Control and provide for vesting, settlement terms and performance goals that are at least as favorable to you as the Company pursuant to the first sentence of Section 3 hereof vesting and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant payout terms applicable to this Section 4 Award of Performance Stock Units, then the assumed Award of Performance Stock Units or such substitute therefor shall remain outstanding and such counsel has been approved be governed by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementterms.

Change in Control. Notwithstanding any other provision of this Agreement or the Plan: (a) If there is this Award does not constitute “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control, all of the Grantee’s outstanding RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control. (b) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control that is a Qualified Change in Control, all of the Grantee’s outstanding RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding RSUs (other or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control. (c) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control which has been approved by that is not a majority of the Board of Directors who were directors immediately prior to such Qualified Change in Control) then , all of the Grantee’s outstanding RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding RSUs (i) all determinations by the Company pursuant or cash equal to the first sentence of Fair Market Value thereof) will be delivered to the Grantee on the Delivery Date in accordance with Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters)4. Unless Indemnitee has theretofore selected counsel Any cash payment pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall 6(c) will be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on credited with interest from the date of this Agreementthe Change in Control through the Delivery Date at the federal funds rate (as reported in the Wall Street Journal), compounded daily.

Change in Control. If there is a (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Savings Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 200% of the prior thirty-six month's taxable compensation paid by the Savings Bank or the Parent to the Executive (whether paid or deferred by the Executive), but in no event in an amount greater than 2.999 times the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid, at the option of Executive, either in one (1) lump sum within thirty (30) days of such termination of service or in periodic payments over the next 24 months or the remaining term of this Agreement, whichever is less, as if Executive's employment had not been terminated, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Further, such Employee and dependents shall continue to be eligible to participate in the life insurance and medical/dental insurance reimbursement program maintained by the Savings Bank or its successor entity for a period of not less than 24 months following termination of employment and continue to have such costs for enrollment and benefits coverages paid by the Savings Bank or Parent. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Savings Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to (i) the control of voting proxies whether related to stockholders or mutual members by any person, other than a Change in Control which has been approved by the Board of Directors of the Savings Bank, to direct more than 25% of the outstanding votes of the Savings Bank, the control of the election of a majority of the Board Savings Bank's directors, or the exercise of Directors who were directors immediately prior to such Change in Control) then (i) all determinations a controlling influence over the management or policies of the Savings Bank by any person or by persons acting as a group within the Company pursuant to the first sentence meaning of Section 3 hereof and Section 145(d13(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and Exchange Act, (ii) with respect to all matters thereafter arising concerning an event whereby the rights FDIC, the New Jersey Department of Indemnitee to indemnity payments and Expense Advances under this Agreement Banking ("Department") or any other agreement department, agency or Byquasi-law agency of the Company now federal government cause or hereafter in effect relating to Claims for Indemnifiable Events (includingbring about, but not limited to, any such legal opinion provided under Section 145 (d) without the consent of the DGCL) Savings Bank, a change in the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (corporate structure or any subsidiary organization of the CompanySavings Bank; (iii) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.event

Change in Control. If there is In the event that a Change in Control occurs prior to the Vesting Date, prior to the date on which the Award has otherwise expired or been forfeited, and prior to Participant’s Termination Date and either (a) Participant’s Termination Date occurs on or within twenty-four (24) months following the Change in Control due to termination by Prologis or the successor to Prologis or a Related Company which is Participant’s employer for reasons other than Cause, or (b) the Plan is terminated by Prologis or its successor upon or following a Change in Control which has been approved by a majority without provision for the continuation of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant Award to the first sentence of Section 3 hereof extent then unvested and Section 145(d) outstanding, then the Restricted Stock Units and Dividend Equivalent Units, to the extent they have not otherwise expired or been cancelled or forfeited, shall immediately vest and the date of the DGCL vesting shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL “Vesting Date.” Any Restricted Stock Units and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel Dividend Equivalent Units that vest pursuant to this Section 4 paragraph 11 shall be paid in accordance with the terms and such counsel has been approved by conditions of paragraph 3 above and the Companyother terms and conditions of the Plan. For purposes of this paragraph 11, any Approved Law Firm selected by Indemnitee Participant’s Termination Date shall be deemed to be approved have occurred on account of termination by Prologis or the successor to Prologis (or a Related Company) for reasons other than for Cause if Participant terminates employment after, absent the written consent of Participant, (i) a substantial adverse alteration in the nature of Participant’s status or responsibilities from those in effect immediately prior to the Change in Control, or (ii) a material reduction in Participant’s annual base salary and target bonus, if any, as in effect immediately prior to the Change in Control. In any event, if, upon a Change in Control, awards in other shares or securities are substituted for outstanding Awards pursuant to Section 4 of the Plan (or a successor provision), and immediately following the Change in Control, Participant becomes employed by the Company. Such counselentity into which Prologis merged, among other thingsor the purchaser of substantially all of the assets of Prologis, or a successor to such entity or purchaser, Participant shall render its written opinion not be treated as having terminated employment for purposes of this paragraph 11 until such time as Participant ceases to be an employee and/or ceases to provide services to the Companymerged entity or purchaser (or successor), as applicable. Notwithstanding the foregoing, unless otherwise provided in the Plan or by Prologis in its discretion, the Board of Directors Restricted Stock Units and Indemnitee as the benefits evidenced by this Award Agreement do not create any entitlement to whether and to what extent have the Indemnitee would be permitted Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be indemnified under applicable law. The Company agrees to pay exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the reasonable fees Stock of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementPrologis.

Change in Control. If there is (a) Unless Executive elects to terminate this Agreement pursuant to subparagraph (c) below, Executive understands and acknowledges that MarineMax may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of MarineMax hereunder or that MarineMax may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 11 shall be applicable. (other than b) In the event of a pending Change in Control which has been approved by a majority wherein MarineMax and/or the Company and Executive have not received written notice at least five (5) business days prior to the anticipated closing date of the Board transaction giving rise to the Change in Control from the successor to all or a substantial portion of Directors who were directors immediately prior MarineMax's and/or the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform MarineMax's and/or the Company's obligations under this Agreement in the same manner and to the same extent that MarineMax and/or the Company is hereby required to perform, then such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee Control shall be deemed to be approved a termination of this Agreement by MarineMax and/or the Company. Such counselCompany without Good Cause during the Term and the applicable portions of paragraph 4(d) hereof will apply; however, among other thingsunder such circumstances, the amount of the lump-sum severance payment due to Executive shall render its be triple the amount calculated under the terms of paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof shall not apply whatsoever. (c) In any Change in Control situation, Executive may, at his sole discretion, elect to terminate this Agreement by providing written opinion notice to the CompanyCompany and MarineMax at least five (5) business days prior to the anticipated closing of the transaction giving rise to the Change in Control. In such case, the Board applicable provisions of Directors and Indemnitee paragraph 4(d) hereof will apply as to whether and to what extent though the Indemnitee would be permitted to be indemnified Company had terminated the Agreement without Good Cause during the Term; however, under applicable law. The Company agrees to pay such circumstances, the reasonable fees amount of the special, independent counsel referred lump-sum severance payment due to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, Executive shall be double the amount calculated under the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.paragraph

Change in Control. If there is In the event of a Change in Control prior to November 8, 2013, the continuing entity may either continue this Award or replace this Award with an award of at least equal value with terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. Notwithstanding any provisions of this Agreement or the Plan to the contrary, if the continuing entity does not so continue or replace this Award, or if you experience a “qualifying termination,” all restrictions described in this Agreement will lapse with respect to all unvested Restricted Stock Units relating to your RSU Award at the time of the Change in Control or your qualifying termination (other than as applicable), all such Restricted Stock Units will vest immediately, and payment of your RSU Award (or any unpaid portion thereof) shall be made on the first to occur of (a) a Change in Control which has been approved by that constitutes a majority “change in the ownership” or a “change in the effective control” or a “change in the ownership of a substantial portion of a corporation’s assets” within the Board meaning of Directors who were directors immediately prior Section 409A, (b) your “separation from service” within the meaning of Section 409A or (c) if you have made a deferral election pursuant to such paragraph 3 with respect to any Restricted Stock Units, the date specified in your deferral election; provided, that paragraph 4(a) shall still apply with respect to death and Disability. “Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL ” shall be made by independent legal counsel mean a “change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary control of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within ” as defined in the last five years (other than change in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 control letter agreement between you and such counsel has been approved by the CompanyOfficeMax dated November 8, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel2010, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" “qualifying termination” shall have the respective meanings ascribed meaning given to such terms term in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsuch agreement.

Change in Control. If there is (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the extent the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (other than except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 1(b), 2(c) or 2(d), then, upon a Change in Control which has been approved by a majority prior to the fifth anniversary of the Board Date of Directors who were directors Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately prior become nonforfeitable, except that to such the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) then (ithe "Successor"), (D) all determinations the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Company pursuant or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the first sentence extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto, or Replacement Award, failing to comply with Section 3 hereof and Section 145(d) 409A of the DGCL shall Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will be made by independent legal counsel the Committee, as constituted immediately before the Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter Control, in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreementsole discretion.

Change in Control. If there is (a) In the event of a termination of the Officer’s employment by the Bank other than for Cause, and other than due to the Officer’s death or Disability, at the time of or within twenty-four (24) months after a “Change in Control” (as defined below), the Officer shall be entitled to receive the amount set forth in Subparagraph (c) below, in lieu of the Separation Pay. Said sum shall be payable as provided in Subparagraph (e) below. (b) In addition, the Officer shall have the right to terminate this Agreement upon the occurrence of any of the following events (the “Termination Events”) without the Officer’s consent within twenty-four (24) months following a Change in Control of the Bank: (other than i) Officer is assigned any duties and/or responsibilities that are inconsistent with or constitute a demotion or reduction in the Officer’s position, duties, responsibilities or status as such existed at the time of the Change in Control or with his reporting responsibilities or titles with the Bank in effect at such time, regardless of Officer’s resulting position; or (ii) Officer’s annual base salary rate is materially reduced below the annual amount in effect as of the effective date of a Change in Control which has or as the same shall have been approved increased from time to time following such effective date; or (iii) Officer’s life insurance, medical or hospitalization insurance, disability insurance, stock options plans, stock purchase plans, deferred compensation plans, management retention plans, retirement plans or similar plans or benefits being provided by a majority the Bank to the Officer as of the Board effective date of Directors the Change in Control are materially reduced in their level, scope or coverage, or any such insurance, plans or benefits are eliminated, unless such reduction or elimination applies proportionately to all salaried employees of the Bank who were directors immediately participated in such benefits prior to such Change in Control; or (iv) then Officer is transferred to a location that is an unreasonable distance from his current principal work location without the Officer’s express written consent. The Officer shall notify the Bank within ninety (i90) all determinations by days of the Company initial existence of a Termination Event described above. If the Bank does not correct the Termination Event within thirty (30) days following such notification, the Officer shall have the right to terminate this Agreement in accordance with this Paragraph 10(b). If Officer does not so terminate this Agreement within seven (7) days following the end of the thirty (30) day correction period, he shall thereafter have no further rights hereunder with respect to that Termination Event, but shall retain rights, if any, hereunder with respect to any other Termination Event occurring in the applicable twenty-four (24) month period. (c) In the event that the Officer terminates this Agreement pursuant to Paragraph 10(b), the first sentence of Bank will be obligated to pay or cause to be paid to Officer an amount equal to 2.5 times the Officer’s “base amount” as defined in Section 3 hereof and Section 145(d280G(b)(3) of the DGCL shall be made by independent legal counsel Internal Revenue Code of 1986, as amended (the “Code”), in a written opinion pursuant to Section 145(d) lieu of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 Separation Pay. (d) For the purposes of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" term “Change in Control” shall have the respective meanings ascribed to such terms in Rule 12b-2 mean any of the General Rules and Regulations under the Act and in effect on the date of this Agreement.following events:

Change in Control. If there is (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within twelve (12) months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of two (2) times the Executive's "base amount" as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum as of the date of such termination of service, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder, when aggregated with all other payments to be made to the Executive by the Bank or the Parent, shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code. Any successor or assignee of the Bank following a Change in Control of the Parent or the Bank shall be required to maintain in place any life insurance on the life of the Executive that was acquired by the Parent or the Bank in connection with the Executive Life Insurance Agreement or Endorsement Method Split Dollar Agreement then in effect between Executive and the Parent or the Bank. The term "Change in Control" shall refer to: (i) the sale of all, or a material portion, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up to 25% of any class of securities of the Parent or the Bank by a tax-qualified employee stock benefit plan which is exempt from the approval requirements set forth under 12 C.F.R. ss.574.3(c)(1)(vii) as now in effect or as may hereafter be amended. The term "person" means an individual other than the Executive, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The provisions of this Section 9(a) shall survive the expiration of this Agreement occurring after a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.

Change in Control. If there is Upon the occurrence of a Change in Control (other than the effective date of such Change in Control being the "Change in Control Date"), each Holder of a 2010 Note shall have the right to require that the Issuer repurchase (a "Required Repurchase") all or any part of such Holder's 2010 Note at a repurchase price payable in cash equal to 101% of the principal amount of such 2010 Note plus accrued interest to the Purchase Date (the "Change in Control Purchase Price"). (a) Within 30 days following the Change in Control Date, the Issuer shall mail a notice (the "Required Repurchase Notice") to each Holder with a copy to the Trustee stating: (i) that a Change in Control has occurred and that such Holder has the right to require the Issuer to repurchase all or any part of such Holder's 2010 Notes at the Change in Control Purchase Price; (ii) the Change in Control Purchase Price; (iii) the date on which has been approved by a majority any Required Repurchase shall be made (which shall be no earlier than 60 days nor later than 90 days from the date such notice is mailed) (the "Purchase Date"); (iv) the name and address of the Board Paying Agent; and (v) the procedures that Holders must follow to cause the 2010 Notes to be repurchased, which shall be consistent with this Section 3.01 and the Indenture. (b) Holders electing to have a 2010 Note repurchased must deliver a written notice (the "Change in Control Purchase Notice") to the Paying Agent (initially the Trustee) at its corporate trust office in Chicago, Illinois, or any other office of Directors who were directors immediately the Paying Agent maintained for such purposes, not later than 30 days prior to such the Purchase Date. The Change in Control) then Control Purchase Notice shall state: (i) all determinations the portion of the principal amount of any 2010 Notes to be repurchased, which portion must be $1,000 or an integral multiple thereof; (ii) that such 2010 Notes are to be repurchased by the Company Issuer pursuant to the first sentence of Section 3 hereof and Section 145(d) change in control provisions of the DGCL shall Indenture; and (iii) unless the 2010 Notes are represented by one or more Global Notes, the certificate numbers of the 2010 Notes to be made delivered by independent legal counsel the Holder thereof for repurchase by the Issuer. Any Change in Control Purchase Notice may be withdrawn by the Holder by a written opinion notice of withdrawal delivered to the Paying Agent not later than three Business Days prior to the Purchase Date. The notice of withdrawal shall state the principal amount and, if applicable, the certificate numbers of the 2010 Notes as to which the withdrawal notice relates and the principal amount of such 2010 Notes, if any, which remains subject to a Change in Control Purchase Notice. If a 2010 Note is represented by a Global Note (as described in Article VI hereof), the Depositary or its nominee will be the Holder of such 2010 Note and therefore will be the only entity that can elect a Required Repurchase of such 2010 Note. To obtain repayment pursuant to this Section 145(d3.01 with respect to such 2010 Note, the beneficial owner of such 2010 Note must provide to the broker or other entity through which it holds the beneficial interest in such 2010 Note (i) the Change in Control Purchase Notice signed by such beneficial owner, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the DGCL National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, and (ii) with respect instructions to all matters thereafter arising concerning such broker or other entity to notify the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate Depositary of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel beneficial owner's desire to obtain repayment pursuant to this Section 4 3.01. Such broker or other entity will provide to the Paying Agent (i) the Change in Control Purchase Notice received from such beneficial owner and (ii) a certificate satisfactory to the Paying Agent from such counsel broker or other entity stating that it represents such beneficial owner. Such broker or other entity will be responsible for disbursing any payments it receives pursuant to this Section 3.01 to such beneficial owner. (c) Payment of the Change in Control Purchase Price for a 2010 Note for which a Change in Control Purchase Notice has been approved delivered and not withdrawn is conditioned (except in the case of a 2010 Note represented by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion one or more Global Notes) upon delivery of such 2010 Note (together with necessary endorsements) to the CompanyPaying Agent at its office in Chicago, Illinois, or any other office of the Board Paying Agent maintained for such purpose, at any time (whether prior to, on or after the Purchase Date) after the delivery of Directors and Indemnitee as to whether and to what extent such Change in Control Purchase Notice. Payment of the Indemnitee would Change in Control Purchase Price for such 2010 Note will be permitted to be indemnified under applicable lawmade promptly following the later of the Purchase Date or the time of delivery of such 2010 Note. The Company agrees If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the reasonable fees Change in Control Purchase Price of such 2010 Note on the Business Day following the Purchase Date, then, on and after such date, interest will cease accruing, and all other rights of the special, independent counsel referred Holder shall terminate (other than the right to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used receive the Change in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 Control Purchase Price upon delivery of the General Rules 2010 Note). (d) The Issuer shall comply with the provisions of Regulation 14E and Regulations any other tender offer rules under the Act Exchange Act, which may then be applicable in connection with any offer by the Issuer to repurchase 2010 Notes at the option of Holders upon a Change in Control. (e) No 2010 Note may be repurchased by the Issuer as a result of a Change in Control if there has occurred and is continuing an Event of Default (other than a default in effect on the date payment of this Agreementthe Change in Control Purchase Price with respect to the 2010 Notes).

Change in Control. If there is Notwithstanding Section 1 of this Exhibit A, the following shall apply in connection with a Change in Control: (a) In the event of a Change in Control prior to the last day of the Performance Period, to the extent the stock of the acquiring or successor entity is publicly traded and the Performance Shares Units are assumed, continued or substituted, the Performance Share Units shall be converted, immediately prior to the Change in Control, to a number of time-based Restricted Stock Units equal to the sum of (other than A) the EPS Target Number of Performance Share Units, and (B) either of the following (1) if the Change in Control occurs in the first year of the Performance Period, the RTSR Target Number of Performance Share Units, or (2) if the Change in Control occurs after the first year of the Performance Period, a number of Performance Share Units that would become eligible to vest based on the attainment level of the Relative Total Shareholder Return Performance Goal calculated as of a shortened Performance Period that ends on the date immediately preceding the date of the Change in Control (the “Converted RSUs”). The Converted RSUs shall be eligible to vest based on the Participant’s continued Employment through the Regular Vesting Date. Provided that the Participant has not incurred a Termination prior to the Regular Vesting Date, the Restricted Period with respect to the Converted RSUs shall expire upon the Regular Vesting Date and any vested Converted RSUs shall be settled in accordance with Section 5 of the Agreement. (b) In the event of a Change in Control which has been approved by a majority prior to the last day of the Board Performance Period, to the extent the acquiring or successor entity does not assume, continue or substitute the Performance Share Units or the stock of Directors who were directors immediately prior the acquiring or successor entity is not publicly traded, the Performance Share Units shall be replaced with a right to such receive, within thirty (30) days following the date of the Change in Control) then , a cash payment equal to the sum of (i) all determinations the product of (A) the Per Share Cash Amount, multiplied by (B) the Company pursuant to the first sentence EPS Target Number of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL Performance Share Units, and (ii) with respect to all matters thereafter arising concerning the rights product of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law (A) the Per Share Cash Amount, multiplied by (B) either of the Company now or hereafter following (1) if the Change in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) Control occurs in the first year of the DGCLPerformance Period, the RTSR Target Number of Performance Share Units, or (2) if the Company (including Change in Control occurs after the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary first year of the Company) or an Acquiring Person (or any affiliate or associate Performance Period, a number of such Acquiring Person) or Indemnitee within Performance Share Units that would become eligible to vest based on the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees attainment of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out Relative Total Shareholder Return Performance Goal calculated as of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect a shortened Performance Period that ends on the date immediately preceding the date of the Change in Control. The “Per Share Cash Amount” for purposes of this AgreementSection 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

Change in Control. If there is Except as otherwise determined by the Committee at the time of grant of an award, upon a Change in Control (of Motorola, all outstanding Stock Options and SARs shall become vested and exercisable; all restrictions on Restricted Stock and Restricted Stock Units shall lapse; all performance goals shall be deemed achieved at target levels and all other than terms and conditions met; all Performance Stock shall be delivered; all Performance Units and Restricted Stock Units shall be paid out as promptly as practicable; all Annual Management Incentive Awards shall be paid out based on the consolidated operating earnings of the immediately preceding year or such other method of payment as may be determined by the Committee at the time of award or thereafter but prior to the Change in Control; and all Other Stock or Cash Awards shall be delivered or paid. A “Change in Control” shall mean: A Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, or any successor provision thereto, whether or not Motorola is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Motorola representing 20% or more of the combined voting power of Motorola’s then outstanding securities (other than Motorola or any employee benefit plan of Motorola; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of Motorola’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola in which has been approved Motorola is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of Motorola in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Motorola other than any such transaction with entities in which the holders of Motorola common stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola approve any plan or proposal for the liquidation or dissolution of Motorola, or (d) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this AgreementBoard.

Change in Control. If there is In the event of a Change in Control (other than a during the Performance Period, if the highest price per share of Common Stock paid in the transaction related to such Change in Control which has been approved by equals a majority price per share of the Board of Directors who were directors immediately Common Stock under a Performance Level, as defined in and set forth on Appendix A, that was not achieved prior to such Change in Control, then on the Change in Control the Participant shall receive the Awarded Shares payable with respect to such Performance Level and all Restricted Stock corresponding to such Awarded Shares shall become immediately vested. In addition, the Committee, in its sole discretion, may treat any then unearned Performance Shares under this Performance Share Award in accordance with any one or more of the following methods as determined by the Committee: (a) then The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods, as determined by the Committee: (i) all determinations by The Committee may determine that a level of achievement of the Company pursuant performance metric set forth on Appendix A not achieved upon or prior to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel Change in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be Control is deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect achieved on the date of this Agreementthe Change in Control, the Participant shall be granted the applicable number of Awarded Shares set forth on Appendix A, subject to the conditions of Section 4; provided, that all unvested shares of Restricted Stock corresponding to such Awarded Shares shall become immediately vested if (x) such Change in Control occurs within three months following a Termination of Employment by the Participant for Good Reason or (y) the Participant incurs a Termination of Employment by the Company without Cause within 24 months following such Change in Control; (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan and the Participant will be granted the applicable number of Awarded Shares set forth on Appendix A with respect to the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely have been achieved during the Performance Period, and all shares of Restricted Stock corresponding to such Awarded Shares shall vest upon the Change in Control; or (iii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan. (b) The Committee may determine that the level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely not have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods as determined by the Committee: (i) Immediately prior to the Change in Control, the Committee may determine the applicable number of Awarded Shares set forth on Appendix A with respect to a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely not have been achieved during the Performance Period will be canceled in their entirety; or (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan. (c) The Committee may elect not to make a determination of the likely achievement of the levels of achievement of the performance metrics set forth on Appendix A and treat the Performance Share Award in accordance with Section 12.1 of the Plan. (d) Notwithstanding any other provision herein, the Committee may otherwise determine the treatment of the Performance Share Award, which shall not be inconsistent with any of the terms of the Plan.

Change in Control. If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d723(b) of the DGCL BCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(dsubparagraph (I) or (2)(A) of the DGCL such Section 723(b) and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter hereinafter in effect relating to Claims for Indemnifiable lndemnifiable Events (including, but not limited to, any such legal opinion provided under to be rendered pursuant to subparagraph (2)(A) of Section 145 (d723(b) of the DGCLBCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an the Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters)) or Indemnitee. Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by satisfy the Companyrequirements set forth above. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this AgreementSection 4, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 I 2b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement.

Change in Control. If there is (a) In the event of a termination of the Officer’s employment in connection with, or within twenty-four (24) months after, a “Change in Control” (as defined in Subparagraph (d) below) of ACB other than for Cause (as defined in Paragraph 8), the Officer shall be entitled to receive liquidated damages as set forth in Subparagraph (c) below. Said sum shall be payable as provided in Subparagraph (e) below. (b) In addition to any rights the Officer might have to terminate this Agreement contained in Paragraph 8, the Officer shall have the right to terminate this Agreement upon the occurrence of any of the following events (the “Termination Events”) within twenty-four months following a Change in Control of ACB: (other than i) Officer is assigned any duties and/or responsibilities that are inconsistent with or constitute a demotion or reduction in his position, duties, responsibilities or status at the time of the Change in Control or with his reporting responsibilities or titles with the Bank or ACB in effect at such time, regardless of Officer’s resulting position; or (ii) Officer’s annual base salary rate is reduced below the annual amount in effect as of the effective date of a Change in Control which has or as the same shall have been approved increased from time to time following such effective date; or (iii) Officer’s life insurance, medical or hospitalization insurance, disability insurance, stock options plans, stock purchase plans, deferred compensation plans, management retention plans, retirement plans or similar plans or benefits being provided by a majority the Bank or ACB to the Officer as of the Board effective date of Directors the Change in Control are reduced in their level, scope or coverage, or any such insurance, plans or benefits are eliminated, unless such reduction or elimination applies proportionately to all salaried employees of the Bank or ACB who were directors immediately participated in such benefits prior to such Change in Control; or (iv) then Officer is transferred to a location which is more than twenty (i20) all determinations by miles from his current principal work location without the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a Officer’s express written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters)consent. Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee A Termination Event shall be deemed to be approved by have occurred on the Company. Such counsel, among other things, shall render its written opinion date such action or event is implemented or takes effect. (c) In the event that the Officer terminates this Agreement pursuant to the Companythis Paragraph 10, the Board of Directors and Indemnitee as Bank will be obligated to whether and to what extent the Indemnitee would be permitted pay or cause to be indemnified under applicable law. The Company agrees paid to pay Officer liquidated damages in an amount equal to 1.5 times the reasonable fees Officer’s “base amount” as defined in Section 280G(b)(3) of the specialInternal Revenue Code of 1986, independent counsel referred to above and to fully indemnify such counsel against any and all expenses as amended (including attorneys' feesthe “Code”), claims, liabilities and damages arising out . (d) For the purposes of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" term Change in Control shall have the respective meanings ascribed to such terms in Rule 12b-2 mean any of the General Rules and Regulations under following events: (i) after the Act and in effect on the effective date of this Agreement, any “person” (as such term is defined in Section 7(j)(8)(A) of the Change in Bank Control Act of 1978), directly or indirectly, acquires beneficial ownership of voting stock, or acquires beneficial ownership of voting stock, or acquires irrevocable proxies or any combination of voting stock and irrevocable proxies, representing twenty-five percent (25%) or more of any class of voting securities of ACB, or acquires control of, in any manner, the election of a majority of the directors of ACB; or (ii) ACB consolidates or merges with or into another corporation, association or entity, or is otherwise reorganized, where ACB is not the surviving corporation in such transaction; or (iii) all or substantially all of the assets of ACB are sold or otherwise transferred to or are acquired by any other corporation, association or other person, entity or group; Notwithstanding the other provisions of this Paragraph 10, a transaction or event shall not be considered a Change in Control if, prior to the consummation or occurrence of such transaction or event, Officer and Bank agree in writing that the same shall not be treated as a Change in Control for purposes of this Agreement. (e) Such amounts payable pursuant to this Paragraph 10 shall be paid, at the option of the Officer, either in one lump sum or in equal monthly payments following termination of this Agreement. (f) Following a Termination Event which gives rise to Officer’s rights hereunder, the Officer shall have twelve (12) months from the date of occurrence of the Termination Event to terminate this Agreement pursuant to this Paragraph 10. Any such termination shall be deemed to have occurred only upon delivery to the Bank or ACB (or to any successor corporation or other successor) of written notice of termination which describes the Change in Control and the Termination Event. If Officer does not so terminate this Agreement within such twelve-month period, he shall thereafter have no further rights hereunder with respect to that Termination Event, but shall retain rights, if any, hereunder with respect to any other Termination Event as to which such period has not expired. (g) It is the intent of the parties hereto that all payments made pursuant to this Agreement be deductible by the Bank for federal income tax purposes and not result in the imposition of an excise tax on the Officer. Notwithstanding anything contained in this Agreement to the contrary, any payments to be made to or for the benefit of the Officer which are deemed to be “parachute payments” as that term is defined in Section 280G of the Code, shall be modified or reduced to the extent deemed to be necessary by the Directors to avoid the imposition of excise taxes on the Officer under Section 4999 of the Code or the disallowance of a deduction to the Bank under Section 280(a) of the Code. (h) In the event any dispute shall arise between the Officer and the Bank as to the terms or interpretation of this Agreement, including this Paragraph 10, whether instituted by formal legal proceedings or otherwise, including any action taken by the Officer to enforce the terms of this Paragraph 10 or in defending against any action taken by the Bank, the Bank shall reimburse the Officer for all costs and expenses, proceedings or actions, in the event the Officer prevails in any such action.

Change in Control. If (a) The Company agrees that if there is a Change change in Control (other than a Change in Control which has been approved by a majority control of the Board of Directors who were directors immediately prior to such Change in Control) Company, then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments indemnification and Expense Advances advancement of expenses under this Agreement or Agreement, any other agreement or By-law the Company’s Certificate of the Company Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events (includingeffect, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice only from (and only from) special, independent outside counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed). In addition, upon written request by Indemnitee for indemnification pursuant to Section 3(a), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved a determination, if required by the CompanyDGCL, any Approved Law Firm selected by Indemnitee with respect to Indemnitee’s entitlement thereto shall be deemed to be approved made by the Company. Such counsel, among other things, shall render its such outside counsel in a written opinion to the Company, the Board of Directors and Indemnitee as of the Company, a copy of which shall be delivered to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawIndemnitee. The Company agrees to pay the reasonable fees of the special, independent outside counsel referred to above and to indemnify fully indemnify such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used For purposes of this Section 10, the following definitions shall apply: (i) A “change in control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following: (i) any person (as defined below) (together with its Affiliates (as defined below)) (other than (1) the Company or any of its Subsidiaries (as defined below), (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) any corporation or other entity owned, directly or indirectly, by the equityholders of the Company in substantially the same proportions as their ownership of Voting Securities, or (5) any person that is an equityholder of the Company or its Subsidiaries on the business day immediately prior to the date that the Company or any direct or indirect parent of the Company first issues its Voting Securities in an underwritten primary or secondary public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended), is or becomes the “beneficial owner”, directly or indirectly, of Voting Securities representing more than 50% of the combined voting power of the then outstanding Voting Securities; (ii) a merger or consolidation of the Company with any person, other than (A) a merger or consolidation which would result in the Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) 50% or more of the combined voting power of the Voting Securities or the voting securities of such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation in which no person (together with its Affiliates) (other than (1) the Company or any of its Subsidiaries, (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) any corporation or other entity owned, directly or indirectly, by the equityholders of the Company in substantially the same proportions as their ownership of Voting Securities, or (5) any person that is an equityholder of the Company or its Subsidiaries on the business day immediately prior to the date that the Company or any direct or indirect parent of the Company first issues its Voting Securities in an underwritten primary or secondary public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended) acquired 50% or more of the combined voting power of the Company’s then outstanding securities; or (iii) a complete liquidation of the Company or a sale or disposition by the Company of all or substantially all of the Company’s consolidated assets (or any transaction having a similar effect). For purposes of this Section 10(b)(i) and elsewhere in this Agreement, the following terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.following meanings:

Change in Control. If there is (a) Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate an Award in exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 9.2, (A) such Award (other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s discretion. (b) In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any portion subject to performance-based vesting), the Administrator shall cause such Award to become fully vested and, if applicable, exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on such Award to lapse and, to the extent unexercised upon the consummation of such transaction, to terminate in exchange for cash, rights or other property. The Administrator shall notify the Participant of any Award that becomes exercisable pursuant to the preceding sentence that such Award shall be fully exercisable for a period of 15 days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the consummation of the Change in Control which has been approved in accordance with the preceding sentence. (c) For the purposes of this Section 9.3, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the Board outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of Directors who were directors immediately prior the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to such be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control) then (i) all determinations by the Company pursuant to the first sentence of Section 3 hereof and Section 145(d) of the DGCL shall be made by independent legal counsel in a written opinion pursuant to Section 145(d) of the DGCL and (ii) with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or By-law of the Company now or hereafter in effect relating to Claims for Indemnifiable Events (including, but not limited to, any such legal opinion provided under Section 145 (d) of the DGCL) the Company (including the Board of Directors) shall seek legal advice from (and only from) special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (or any subsidiary of the Company) or an Acquiring Person (or any affiliate or associate of such Acquiring Person) or Indemnitee within the last five years (other than in connection with such matters). Unless Indemnitee has theretofore selected counsel pursuant to this Section 4 and such counsel has been approved by the Company, any Approved Law Firm selected by Indemnitee shall be deemed to be approved by the Company. Such counsel, among other things, shall render its written opinion to the Company, the Board of Directors and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. As used in this Agreement, the terms "affiliate" and "associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act and in effect on the date of this Agreement.