Common use of Effect of a Change in Control Clause in Contracts

Effect of a Change in Control. In the event of a Change in Control (as defined below) during the Performance Period pursuant to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing of the Change in Control (the “Closing”) with respect to: (i) the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closing.

Effect of a Change in Control. In Notwithstanding the event provisions of Section 2 hereof, or in any other benefit plan or agreement to the contrary, this Section 4 shall apply to determine the vesting of the unvested Phantom Stock Units immediately following the occurrence of a Change in Control prior to a Vesting Date. (as defined belowa) during If the Performance Period pursuant Requirement has been satisfied on or prior to the terms Change in Control, then the Service Requirement shall be deemed satisfied and all unvested Phantom Stock Units shall vest in full upon the occurrence of which consideration is received by holders such Change in Control. (b) If the Performance Requirement has not been satisfied on or prior to the Change in Control, and, immediately following the occurrence of Company Stocksuch Change in Control, the PSUs value of the Phantom Stock Units is not determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), whether because the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “Successor Corporation”) does not have Publicly Traded Stock or determines not to assume this Award, all unvested Phantom Stock Units shall vest in full upon the closing occurrence of such Change in Control, provided that, if the Change in Control (the “Closing”) with respect to: falls under subparagraph (i) of the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator definition of which is the number of days Change in Control in the Performance Period throughPlan, and including, such accelerated vesting shall occur only if the date price of a Share of the Closing, Company’s common stock in connection with and at the denominator time of which is the full number of days such Change in Control equals or exceeds $50.00. (c) If the Performance Period. The number of PSUs equal Requirement has not been satisfied on or prior to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control Control, and, immediately following the occurrence of such Change in Control, the value of the Phantom Stock Units is determined by reference to a Publicly Traded Stock, including by reason of an adjustment pursuant to Section 5 or the preceding sentenceassumption of this Award by the Successor Corporation, the Phantom Stock Units shall automatically remain subject to satisfaction of the Service Requirement and the Performance Requirement (which Performance Requirement shall be converted into time-based restricted stock units (adjusted, if necessary, by the “RSUs”Committee in accordance with the Plan). The RSUs shall vest on In such circumstance, the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to Service Requirement will be an Eligible Participant within 12 months following the Closing as a result of (A) a deemed satisfied upon any termination of the Participant’s service relationship with employment (i) by the Company or its applicable subsidiary or affiliate, without other than for Cause (as defined below), or (Bii) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with for Good Reason (as defined below)Reason, then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control either case occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the or after such Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closing.

Effect of a Change in Control. In (i) Upon a Change in Control following the event Grant Date, the applicable Measurement Standard as to each unvested RSU (whether an Eligible RSU or a Non-Eligible RSU) shall be deemed satisfied if attained in connection with such Change in Control based solely on the highest price per Share paid for the Shares in such Change in Control (or the value attributable to each Share, in the case of a Change in Control that is not a stock sale) (the “Per-Share Consideration”). Unvested RSUs as defined belowto which the applicable Measurement Standard is deemed attained in accordance with the preceding sentence are referred to herein as “CIC Eligible RSUs.” (ii) during Any CIC Eligible RSUs which were Eligible RSUs at the Performance Period pursuant time of the applicable Change in Control shall become vested as of immediately prior to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing consummation of the Change in Control Control. (the “Closing”iii) with respect to: (i) the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal Subject to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s continued service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its Subsidiaries through the applicable subsidiary or affiliatevesting time specified below and Section 3(c) and provided that, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with following the Change in Control, the RSUs relate to publicly traded equity securities of either the Company or a successor, acquirer or Affiliate thereof, (A) CIC Eligible RSUs which were Non-Eligible RSUs at the time of the applicable Change in Control shall vest upon the date on which such RSUs would have first become Eligible RSUs had the applicable Change in Control not occurred, (B) RSUs that were Eligible RSUs at the time of the applicable Change in Control but that did not become CIC Eligible RSUs in connection with such Change in Control shall vest if and when the applicable Measurement Standard is satisfied on or following the Change in Control, but not later than the Vesting Eligibility Expiration Date, and (C) any Non-Eligible RSUs which were not CIC Eligible RSUs at the time of the applicable Change in Control shall become Eligible RSUs on the applicable anniversary of the Grant Date as set forth in Section 3(a) and shall vest if and when the applicable Measurement Standard is satisfied on or following the anniversary of the Grant Date on which such Non-Eligible RSUs first become Eligible RSUs, but not later than the Vesting Eligibility Expiration Date. (iv) If, following the Change in Control, the RSUs would not relate to publicly traded equity securities of either the Company or a successor, acquirer or Affiliate thereof, the CIC Eligible RSUs which were Non-Eligible RSUs at the time of the applicable Change in Control shall become vested as of immediately prior to the consummation of the applicable Change in Control, and unless otherwise determined by the Compensation CommitteeCommittee at the time of a Change in Control, all unvested RSUs which do not become CIC Eligible RSUs upon such Change in Control shall be canceled and (ii) the Performance Period is deemed to end on the day prior to the Closingforfeited for no consideration upon such Change in Control.

Effect of a Change in Control. In Notwithstanding the provisions of Section 2 hereof, this Section 3 shall apply to determine the vesting of the Phantom Stock Units in the event of the occurrence of a Change in Control prior to the Scheduled Vesting Date. If, immediately following the occurrence of the Change in Control, the value of the Phantom Stock Units is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 5 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “Successor Corporation”), the performance conditions with respect to the NIBT Award Amount and the Stock Price Hurdle Amount shall be waived, and the Participant’s rights with respect to such portions of the Award shall become vested subject only to satisfaction of the service conditions specified in Section 2.C. hereof. In such circumstance, in addition to provisions specified in Section 2.C, the service conditions will be deemed satisfied in full upon any termination of the Participant’s employment (i) by the Company other than for Cause or (ii) by the Participant for Good Reason, in either case occurring on or after such a Change in Control. If the value of the Phantom Stock Units is not determined by reference to a Publicly Traded Stock immediately following the occurrence of the Change in Control, whether because the Successor Corporation does not have Publicly Traded Stock or determines not to assume this Award, the Phantom Stock Units subject to this Award shall vest in full upon the occurrence of such Change in Control. Any Phantom Stock Units that become vested pursuant to this Section 3 shall be payable in accordance with Section 4 hereof. Notwithstanding the foregoing, in any circumstance or transaction in which compensation payable pursuant to this Agreement would be subject to the income tax under Section 409A (as defined below) during if the Performance Period pursuant Plan’s definition of “Change in Control” were to apply, but would not be so subject if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5), then “Change in Control” means, but only to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing of the Change in Control (the “Closing”) with respect to: (i) the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal extent necessary to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, prevent such compensation from becoming subject to the Participant remaining an Eligible Participant on such date. In income tax under Section 409A, a transaction or circumstance that satisfies the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result requirements of both (A1) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during as defined in the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation CommitteePlan, and (ii2) a “change in control event” within the Performance Period is deemed to end on the day prior to the Closing.meaning of Treasury Regulation § 1.409A-3(i)(5). For purposes of this Section 3 of this Agreement,

Effect of a Change in Control. In Notwithstanding the event provisions of Section 2 hereof, or in any other benefit plan or agreement to the contrary, this Section 4 shall apply to determine the vesting of the unvested Phantom Stock Units immediately following the occurrence of a Change in Control prior to a Vesting Date. (as defined belowa) during If the Performance Period pursuant Requirement has been satisfied on or prior to the terms Change in Control, then the Service Requirement shall be deemed satisfied and all unvested Phantom Stock Units shall vest in full upon the occurrence of which consideration is received by holders such Change in Control. (b) If the Performance Requirement has not been satisfied on or prior to the Change in Control, and, immediately following the occurrence of Company Stocksuch Change in Control, the PSUs value of the Phantom Stock Units is not determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), whether because the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “Successor Corporation”) does not have Publicly Traded Stock or determines not to assume this Award, all unvested Phantom Stock Units shall vest in full upon the closing occurrence of such Change in Control, provided that, if the Change in Control (the “Closing”) with respect to: falls under subparagraph (i) of the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator definition of which is the number of days Change in Control in the Performance Period throughPlan, and including, such accelerated vesting shall occur only if the date price of a Share of the Closing, Company’s common stock in connection with and at the denominator time of which is such Change in Control equals or exceeds the full number of days in Vesting Stock Price. (c) If the Performance Period. The number of PSUs equal Requirement has not been satisfied on or prior to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control Control, and, immediately following the occurrence of such Change in Control, the value of the Phantom Stock Units is determined by reference to a Publicly Traded Stock, including by reason of an adjustment pursuant to Section 5 or the preceding sentenceassumption of this Award by the Successor Corporation, the Phantom Stock Units shall automatically remain subject to satisfaction of the Service Requirement and the Performance Requirement (which Performance Requirement shall be converted into time-based restricted stock units (adjusted, if necessary, by the “RSUs”Committee in accordance with the Plan). The RSUs shall vest on In such circumstance, the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to Service Requirement will be an Eligible Participant within 12 months following the Closing as a result of (A) a deemed satisfied upon any termination of the Participant’s service relationship with employment (i) by the Company or its applicable subsidiary or affiliate, without other than for Cause (as defined below), or (Bii) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with for Good Reason (as defined below)Reason, then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control either case occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the or after such Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closing.

Effect of a Change in Control. In (i) Upon a Change in Control following the event Grant Date, the applicable Measurement Standard as to each unvested RSU (whether an Eligible RSU or a Non-Eligible RSU) shall be deemed satisfied if attained in connection with such Change in Control based solely on the highest price per Share paid for the Shares in such Change in Control (or the value attributable to each Share, in the case of a Change in Control that is not a stock sale) (the “Per- 3First alternative if the number is divisible by three, second alternative if not. Share Consideration”). Unvested RSUs as defined belowto which the applicable Measurement Standard is deemed attained in accordance with the preceding sentence are referred to herein as “CIC Eligible RSUs.” Unless otherwise determined by the Committee at the time of a Change in Control, all unvested RSUs which do not become CIC Eligible RSUs upon such Change in Control shall be canceled and forfeited upon such Change in Control. (ii) during Any CIC Eligible RSUs which were Eligible RSUs at the Performance Period pursuant time of the applicable Change in Control shall become vested as of immediately prior to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing consummation of the Change in Control Control. (the “Closing”iii) with respect to: (iSubject to Section 3(c) the Achieved PSUs (as defined below)and provided that, multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, the CIC Eligible RSUs relate to publicly traded equity securities of either the Company or a successor, acquirer or Affiliate thereof, CIC Eligible RSUs which were Non-Eligible RSUs at the time of the applicable Change in Control shall vest upon the date on which such RSUs would have first become Eligible RSUs had the applicable Change in Control not occurred. If, following the Change in Control, the CIC Eligible RSUs would not relate to publicly traded equity securities of either the Company or a successor, acquirer or Affiliate thereof, the CIC Eligible RSUs which were Non-Eligible RSUs at the time of the applicable Change in Control shall become vested as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day of immediately prior to the Closingconsummation of the applicable Change in Control.

Effect of a Change in Control. In (a) If the event of Administrator reasonably determines prior to a Change in Control (as defined below) during that the Performance Period pursuant to Associate shall receive an “Alternative Award” meeting the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing requirements of the Change in Control (the “Closing”) Plan, no cancellation, acceleration of vesting or other payment shall occur with respect to: (i) the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the to any Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock Share in connection with the Change in Control; provided, as determined by however, that if following a Change in Control, the Compensation CommitteeAssociate’s employment is terminated (other than for Cause and other than due to death or Disability) or the Associate resigns for Good Reason, in each case, at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest based on the Target Vesting Percentage and the Associate shall be provided with either cash or marketable stock equal to the fair market value of the stock subject to the Alternative Award on the date of Termination; provided, that if such Termination occurs during the last twelve (12) months of the Performance Cycle, the Earned Percentage shall be the greater of (i) Target Vesting Percentage and (ii) the Performance Period is deemed to end projected Earned Percentage determined based on the day projected performance achievement for the Performance Cycle, as certified by the Administrator in good faith. (b) If the Administrator reasonably determines prior to a Change in Control that the Associate shall not receive an “Alternative Award” meeting the requirements of the Plan, the Performance Shares granted hereunder shall vest immediately prior to the Closing.Change in Control based on the Target Vesting Percentage and shall be settled in Shares, which Shares shall be treated in the same manner as other Shares in such Change in Control; provided, that if such Change in Control occurs during the last twelve (12) months of the Performance Cycle, the 2

Effect of a Change in Control. In Notwithstanding the provisions of Section 2 hereof, this Section 3 shall apply to determine the vesting of the Phantom Stock Units in the event of the occurrence of a Change in Control (as defined below) during the Performance Period pursuant prior to the terms of which consideration is received by holders of Company StockScheduled Vesting Date. If, immediately following the PSUs shall vest upon the closing occurrence of the Change in Control Control, the value of the Phantom Stock Units is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 5 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “ClosingSuccessor Corporation”) ), the performance conditions with respect to: (i) to the Achieved PSUs (as defined below), multiplied by (ii) a fraction, NIBT Award Amount and the numerator of which is the number of days in the Performance Period through, and including, the date of the ClosingStock Price Hurdle Amount shall be waived, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal Participant’s rights with respect to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing such portions of the Change in Control pursuant Award shall become vested subject only to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day satisfaction of the Performance Period, subject to the Participant remaining an Eligible Participant on such dateservice conditions specified in Section 2.C. hereof. In such circumstance, in addition to provisions specified in Section 2.C, the event the Participant ceases to service conditions will be an Eligible Participant within 12 months following the Closing as a result of (A) a deemed satisfied in full upon any termination of the Participant’s service relationship with employment (i) by the Company or its applicable subsidiary or affiliate, without other than for Cause (as defined below), or (Bii) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with for Good Reason (as defined below)Reason, then in either case occurring on or after the RSUs shall immediately and automatically accelerate and become vested as Change in Control. If the value of the Release Effective Date (as defined below). For Phantom Stock Units is not determined by reference to a Publicly Traded Stock immediately following the avoidance occurrence of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by whether because the Compensation CommitteeSuccessor Corporation does not have Publicly Traded Stock or determines not to assume this Award, and (ii) the Performance Period is deemed Phantom Stock Units subject to end on this Award shall vest in full upon the day prior occurrence of such Change in Control. Any Phantom Stock Units that become vested pursuant to the Closing.this Section 3 shall be payable in accordance with Section 4 hereof. For purposes of this Section 3 of this Agreement,

Effect of a Change in Control. In Notwithstanding the event provisions of Sections 2 and 3 hereof, or anything in the Severance Plan or in any other benefit plan or agreement to the contrary, this Section 4 shall apply to determine the vesting of the unvested Second Stock Price-Based Shares upon the occurrence of a Change in Control prior to a Vesting Date. If, immediately following the occurrence of the Change in Control, the value of the unvested Second Stock Price-Based Shares is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (as defined below) during the Performance Period a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 5 or the terms assumption of which consideration this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “Successor Corporation”), the unvested Second Stock Price-Based Shares shall become vested subject only to satisfaction of the service condition specified in Section 3 and the Performance-Based Vesting Schedule, where the stock price requirement therein shall be adjusted, if necessary, by the Committee in accordance with the Plan. In such circumstance, the service condition and the Performance-Based Vesting Schedule will not be altered upon any termination of the Participant’s employment (i) by the Company without Cause, (ii) by the Participant for Good Reason or (iii) due to the Participant’s death or Disability, in any case occurring on or after such a Change in Control. If, immediately following the occurrence of the Change in Control, the value of the Second Stock Price-Based Shares is received not determined by holders of Company reference to a Publicly Traded Stock, whether because the PSUs Successor Corporation does not have Publicly Traded Stock or determines not to assume this Award, the unvested Second Stock Price-Based Shares shall vest be forfeited upon the closing occurrence of such Change in Control, unless the price of a Share of the Company’s common stock in connection with and at the time of such Change in Control (the “ClosingDeal Price”) with respect toequals or exceeds one or more of the Vesting Stock Prices set forth in Section 2 (in each case, without regard to the trading day requirement set forth in Section 2), in which case the applicable Tranche(s) of unvested Second Stock Price-Based Shares shall automatically vest in full upon the occurrence of such Change in Control as follows: (i) if the Achieved PSUs (as defined below)Deal Price equals or exceeds $35 per share, multiplied by Tranche 1 shall vest; (ii) a fractionif the Deal Price equals or exceeds $40 per share, Tranches 1 and 2 shall vest; (iii) if the numerator of which is the number of days in the Performance Period throughDeal Price equals or exceeds $45 per share, Tranches 1, 2, and including3 shall vest; and (iv) if the Deal Price equals or exceeds $50 per share, the date of the ClosingTranches 1, 2, 3, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, 4 shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closingvest.

Effect of a Change in Control. In Notwithstanding the event provisions of Sections 2 and 3 hereof, or anything in the Severance Plan or in any other benefit plan or agreement to the contrary, this Section 4 shall apply to determine the vesting of the unvested First Stock Price-Based Shares upon the occurrence of a Change in Control (as defined below) during the Performance Period pursuant prior to the terms of which consideration is received by holders of Company StockVesting Date. If, immediately following the PSUs shall vest upon the closing occurrence of the Change in Control Control, the value of the unvested First Stock Price-Based Shares is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 5 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “ClosingSuccessor Corporation”) with respect to: (i) the Achieved PSUs (as defined below), multiplied the unvested First Stock Price-Based Shares shall become vested subject only to satisfaction of the service condition specified in Section 3 and the Performance-Based Vesting Schedule, where the stock price requirement therein shall be adjusted, if necessary, by (ii) a fractionthe Committee in accordance with the Plan. In such circumstance, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, service condition and the denominator of which is the Performance-Based Vesting Schedule will be deemed satisfied in full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a upon any termination of the Participant’s service relationship with employment (i) by the Company or its applicable subsidiary or affiliatewithout Cause, without Cause (as defined below), ii) by the Participant for Good Reason or (Biii) a termination of due to the Participant’s service relationship with the Company death or its applicable subsidiary Disability, in any case occurring on or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of after such a Change in Control occurring during Control. If, immediately following the Performance Period pursuant to the terms occurrence of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as the value of the First Stock Price-Based Shares is not determined by reference to a Publicly Traded Stock, whether because the Compensation CommitteeSuccessor Corporation does not have Publicly Traded Stock or determines not to assume this Award, and (ii) the Performance Period is deemed unvested First Stock Price-Based Shares subject to end on the day prior this Award shall vest in full, without regard to the Closingsatisfaction of the Performance-Based Vesting Schedule, upon the occurrence of such Change in Control.

Effect of a Change in Control. In Notwithstanding clause (a) above: (i) Upon the event occurrence of a Change in Control occurring prior to September 30, 2023, such number of PRSUs shall be deemed “Vesting Eligible PRSUs” for purposes of this Award as is equal to (A) the Target PRSUs, multiplied by (B) the greater of (A) 100% or (B) the TSR Multiplier calculated as defined belowof the date of the Change in Control in accordance with Section 1(a)(iii) during above using the date of the Change in Control as the Measurement Date. The Vesting Eligible PRSUs, as determined pursuant to this clause (b)(i), shall vest on September 30, 2023, provided that Participant has not experienced a Termination of Service prior to such date; provided, however, that in the event of Participant's Termination of Service due to Participant's Covered Termination, Actual Retirement Date, death or Disability, in each case following a Change in Control, all of the Vesting Eligible PRSUs shall vest as of the date of Participant's Termination of Service; provided, further, that in the event of Participant's Termination of Service due to Participant's Qualifying Termination following a Change in Control that does not constitute a Covered Termination, such number of the Vesting Eligible PRSUs shall vest as of the date of Participant's ​ Termination of Service as is determined by multiplying such Vesting Eligible PRSUs by the percentage determined by dividing (x) the number of calendar days elapsed from the beginning of the Performance Period through and including the date of such Termination of Service, by (y) one thousand ninety-five. In the event Participant's Termination of Service due to Participant's Actual Retirement Date, Disability, Qualifying Termination or Covered Termination precedes the occurrence of a Change in Control, such portion of Participant's Vesting Eligible PRSUs, as determined pursuant to the terms this clause (b)(i), as Participant shall be eligible to vest in after application of which consideration is received by holders of Company Stock, the PSUs clause (c) below shall vest upon the closing occurrence of the Change in Control (the “Closing”subject to proration as provided in clause (c) with respect to: (i) the Achieved PSUs (as defined below), multiplied by . (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of If a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration occurs and this Award is received by holders of Company Stock. As used hereinnot continued, “Achieved PSUs” shall mean the Target Number of PSUs multiplied converted, assumed, or replaced by the Payout Factorsurviving or successor entity in such Change in Control, wherethen, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price immediately prior to be paid to holders of Company Stock in connection with the Change in Control, the Vesting Eligible PRSUs (as determined by the Compensation Committeepursuant to this Section 1(b)), and (ii) the Performance Period is deemed to end on the day prior to the Closingextent not continued, converted, assumed, or replaced, shall become fully vested, in accordance with Section 13.2(d) of the Plan.

Effect of a Change in Control. In Notwithstanding the event provisions of Section 3 hereof, or in any other benefit plan or agreement to the contrary, this Section 4 shall apply to determine the vesting of the unvested Phantom Stock Units immediately following the occurrence of a Change in Control (as defined below) during prior to a Vesting Date. If, immediately following the Performance Period pursuant to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing occurrence of the Change in Control Control, the value of the Time-Vesting Phantom Stock Units is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 6 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “ClosingSuccessor Corporation”) ), the Participant’s rights with respect to: (i) to the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date Time-Vesting Phantom Stock Units shall become vested subject only to satisfaction of the Closing, and service conditions specified in Section 3. If the denominator value of which the unvested Time-Vesting Phantom Stock Units is not determined by reference to a Publicly Traded Stock immediately following the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing occurrence of the Change in Control Control, whether because the Successor Corporation does not have Publicly Traded Stock or determines not to assume this Award, the unvested Time-Vesting Phantom Stock Units subject to this Award shall vest in full upon the occurrence of such Change in Control. Any Time-Vesting Phantom Stock Units that become vested pursuant to this Section 4 shall be payable in accordance with Section 5 hereof; provided that, notwithstanding the preceding sentence, shall automatically be converted into time-based restricted stock units (foregoing and anything in this Agreement or the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject Plan to the Participant remaining an Eligible Participant on such date. In the event contrary, if the Participant ceases to be an Eligible Participant within 12 months following is a participant in a Severance Plan at the Closing as time he or she experiences a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause Qualifying Termination (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event Severance Plan) upon the occurrence of a Change in Control occurring during prior to the Performance Period pursuant to Scheduled Vesting Date, the terms of which no consideration is received by holders the Severance Plan shall apply to any vesting of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closingthis Award.

Effect of a Change in Control. In Notwithstanding the event provisions of Section 4 hereof, this Section 5 shall apply to determine the vesting of the unvested Phantom Stock Units upon the occurrence of a Change in Control (as defined below) during prior to a Scheduled Vesting Date. If, immediately following the Performance Period pursuant to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing occurrence of the Change in Control Control, the value of the Phantom Stock Units is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 7 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “ClosingSuccessor Corporation”) ), the performance conditions with respect to: (i) to the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the ClosingPerformance-Based Phantom Stock Units shall be deemed met at maximum levels, and the denominator of which is Participant’s rights with respect to the full number of days in Time-Vesting Phantom Stock Units and the Performance Period. The number of PSUs equal Performance-Based Phantom Stock Units shall become vested subject only to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing satisfaction of the Change service conditions specified in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such dateSection 4. In such circumstance, in addition to provisions specified in Section 4, the event the Participant ceases to service conditions will be an Eligible Participant within 12 months following the Closing as a result of (A) a deemed satisfied in full upon any termination of the Participant’s service relationship employment (i) by the Company other than for Cause or (ii) by the Participant for Good Reason, in either, case occurring on or after such a Change in Control. If the value of the Phantom Stock Units is not determined by reference to a Publicly Traded Stock immediately following the occurrence of the Change in Control, whether because the Successor Corporation does not have Publicly Traded Stock or determines not to assume this Award, the unvested Phantom Stock Units subject to this Award shall vest in full, with Company performance conditions deemed met at maximum levels, upon the occurrence of such Change in Control. Any Phantom Stock Units that become vested pursuant to this Section 5 shall be payable in accordance with Section 6 hereof; provided that, notwithstanding the foregoing and anything in this Agreement or its applicable subsidiary the Plan to the contrary, if the Participant is a participant in a Severance Plan at the time he or affiliate, without Cause she experiences a Qualifying Termination (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event Severance Plan) upon the occurrence of a Change in Control occurring during the Performance Period pursuant prior to a Scheduled Vesting Date, the terms of which no consideration is received by holders the Severance Plan shall apply to any vesting of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closingthis award.

Effect of a Change in Control. In Notwithstanding the event provisions of Sections 2 and 3 hereof or anything in the Severance Plan or in any other benefit plan or agreement to the contrary, other than as specified below, this Section 4 shall apply to determine the vesting of the unvested Cumulative Income Shares upon the occurrence of a Change in Control (as defined below) during the Performance Period pursuant prior to the terms of which consideration is received by holders of Company StockScheduled Vesting Date. If, immediately following the PSUs shall vest upon the closing occurrence of the Change in Control Control, the value of the unvested Cumulative Income Shares is determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a “Publicly Traded Stock”), including by reason of an adjustment pursuant to Section 5 or the assumption of this Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the “ClosingSuccessor Corporation”) ), the performance conditions with respect to: (i) to the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the ClosingCumulative Income Shares shall be deemed met at target levels, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal Cumulative Income Shares shall become vested subject only to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing satisfaction of the Change service condition specified in Control pursuant to Section 3, where the preceding sentencestock price requirement therein shall be adjusted, shall automatically be converted into time-based restricted stock units (if necessary, by the “RSUs”). The RSUs shall vest on Committee in accordance with the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such datePlan. In such circumstance, in addition to provisions specified in Section 3, the event the Participant ceases to service condition will be an Eligible Participant within 12 months following the Closing as a result of (A) a deemed satisfied in full upon any termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause employment (as defined below), or (Bi) a termination of the Participant’s service relationship with by the Company or its applicable subsidiary or affiliatewithout Cause, (ii) by the Participant with for Good Reason or (as defined below)iii) due to Participant’s death or Disability, then in either case occurring on or after such a Change in Control. If the RSUs shall immediately and automatically accelerate and become vested as value of the Release Effective Date (as defined below)Cumulative Income Shares is not determined by reference to a Publicly Traded Stock immediately following the occurrence of the Change in Control, whether because the Successor Corporation does not have Publicly Traded Stock or determines not to assume this Award, the unvested Cumulative Income Shares subject to this Award shall vest in full, with performance conditions deemed met at target levels, upon the occurrence of such Change in Control. For Notwithstanding the avoidance of doubtforegoing and anything in this Agreement or the Plan to the contrary, this provision shall not apply if the Participant is a participant in the event Severance Plan at the time he experiences a Qualifying Termination upon the occurrence of a Change in Control occurring during prior to the Performance Period pursuant to Scheduled Vesting Date, the terms of which no consideration is received by holders the Severance Plan shall apply to any vesting of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closingthis award.