In the event of a change in control (as defined under the applicable equity incentive plan), there shall be no acceleration of vesting of any equity award granted to a person who is on the date of the change of control event a Named Executive Officer; provided, however, that the Executive Compensation and Human Resources Committee as the administrator of the plan may provide in the applicable award agreement that any unvested award will vest on a pro rata basis up to the time of the change in control with such qualifications as the Committee may determine. For purposes of this Policy, (i) "equity award" means an award granted pursuant to an equity incentive plan as defined in Item 402 of Regulation S-K under the Securities Exchange Act of 1934 ("Item 402") and (ii) "Named Executive Officer" has the meaning ascribed thereto pursuant to Item 402. This policy shall apply only to awards granted on or after May 7, 2010, without affecting any contractual obligations that may exist at the time.