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13. Change in Control.
(a) Except as otherwise provided in an Evidence of Award or by the Compensation Committee at the Date of Grant, to the
extent outstanding Awards granted under this Plan are not assumed, converted or replaced by the resulting entity in the event of a Change in
Control, all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall
lapse and become vested and non-forfeitable, and any specified Management Objectives with respect to outstanding Awards shall be deemed
to be satisfied at target. If the Award is considered a “deferral of compensation” (as such term is defined under Code Section 409A), and if the
failure of the Award to be assumed, converted or replaced by the resulting entity following the Change in Control would result in a payment
of deferred compensation upon the closing of such Change in Control, except as otherwise provided in an Evidence of Award, the payment
will occur within 30 days after the Change in Control, provided that such Change in Control may be treated as a change in ownership of the
Corporation, a change in the effective control of the Corporation or a change in the effective ownership of a substantial portion of the
Corporation’s assets as described in Treasury regulations issued under Code Section 409A (each a “Code Section 409A Change in Control”).
(b) Except as otherwise provided in an Evidence of Award or by the Compensation Committee, to the extent outstanding
Awards granted under this Plan are assumed, converted or replaced by the resulting entity in the event of a Change in Control, any
outstanding Awards that are subject to Management Objectives shall be converted by the resulting entity, as if target performance had been
achieved as of the date of the Change in Control, and each award of: (i) Performance Shares or Performance Units shall continue to vest
during the remaining Performance Period, (ii) Restricted Stock shall continue to be subject to a “substantial risk of forfeiture” for the
remaining applicable period, (iii) Restricted Stock Units shall continue to vest during the Restriction Period, and (iv) all other Awards shall
continue to vest during the applicable vesting period, if any.
(c) Except as otherwise provided in an Evidence of Award or by the Compensation Committee, to the extent outstanding
Awards granted under this Plan are either assumed, converted or replaced by the resulting entity in the event of a Change in Control, if a
Participant’s service is terminated without Cause by the Corporation, any of its Subsidiaries or the resulting entity or a Participant resigns his
or her employment with an Employer for Good Reason, in either case, during the CIC Severance Protection Period, all outstanding Awards
held by the Participant that may be exercised shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse
and become vested and non-forfeitable.
(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, the Board in its discretion, may
p
rovide for the cancellation of each outstanding and unexercised Option Right or Appreciation Right in exchange for a cash payment to be
made within 60 days of the Change in Control in an amount equal to the amount by which the highest price per share of Common Stock paid
for a share of Common Stock in the Change in Control exceeds the Option Price or Base Price, as applicable, multiplied by the number of
shares of Common Stock granted under the Option Right or Appreciation Right.
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