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Units or any other awards made pursuant to Section 9 that have not been fully earned, or any Common Shares that are subject to any transfer
restriction pursuant to Section 10(d) of this Plan, the Committee may, in its sole discretion, take any action that it deems to be equitable under
the circumstances or in the best interests of the Corporation, including, but not limited to, waiving or modifying any other limitation or
requirement or accelerating the vesting terms with respect to any award under this Plan, provided that such action complies with Code Section
409A and the guidance and Treasury regulations issued thereunder so that the award continues to comply with or otherwise maintains its
exemption from Code Section 409A, as applicable.
15. CHANGE OF CONTROL. Unless otherwise expressly determined in a resolution adopted by the Committee on the Date of Grant or on
such later date on which the Committee may ratify any award granted pursuant to this Plan, in the event of a Change of Control, each grant of
an award pursuant to this Plan shall (a) if the Participant is an Outside Director, immediately become fully exercisable and nonforfeitable
upon the occurrence of such Change of Control of the Corporation or (b) if the Participant is recognized by any Employer as a regular full
time employee who is subject to U.S. income tax withholding, immediately become fully exercisable and nonforfeitable upon the termination
of the Participant’s employment by an Employer without Cause during the Accelerated Vesting Period or also, in the case of a Participant
who is an Executive, upon termination of the Participant’s employment by the Participant for Good Reason during the Accelerated Vesting
Period. Notwithstanding any provision of this Plan to the contrary, to the extent that any award is considered a “deferral of compensation” (as
such term is defined under Section 409A of the Code) with respect to any such award that shall be deemed to be vested or restrictions lapse,
expire or terminate upon the occurrence of a Change in Control and such Change in Control does not constitute a “change in the ownership or
effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation within the meaning of Section 409A
of the Code, then even though such award may be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of the
Change in Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of Section
409A of the Code, to the Participant on the earliest of: (i) the date of the Participant’s termination of employment; provided, however, that if
the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the payment date shall be the date that is six (6)
months after the date of the Participant’s termination of employment, (ii) the date payment otherwise would have been made in the absence of
any provision in this Plan to the contrary (provided such date is permissible under Section 409A of the Code), or (iii) the date of the
Participant’s death.
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