EXECUTIVECOMPENSATION Change-in-Control Provisions of 1997 Plan In the event of (i) the merger or consolidation in which we are not the surviving corporation pursuant to which shares of commonstockareconvertedintocash,securities, or other property (other than a merger in which holders of common stock immediately before the merger have the same proportionate ownership of the capital stock of the surviving corporation immediatelyafterthemerger),(ii)thesale,lease,exchange,orothertransferofallorsubstantiallyallofourassets(otherthan a transfer to a majority-owned subsidiary), or (iii) the approval by the holders of common stock of any plan or proposal for our liquidation or dissolution (each a “Corporate Transaction”), the Leadership Development and Compensation Committee will determine whether provision will be made in connection with the Corporate Transaction for the assumption of stock- based awards under the 1997 Plan or the substitution of appropriate new awards covering the stock of the successor corporation or an affiliate of the successor corporation. If the Leadership Development and Compensation Committee determines that no such assumption or substitution will be made, vesting of outstanding awards under the 1997 Plan will automatically accelerate so that such awards become 100% vested immediately before the Corporate Transaction. On a hypothetical basis, assuming the Leadership Development and Compensation Committee had made such a determination in a Corporate Transaction that closed on December 31, 2021, the dollar value of the unvested stock-based awards held by namedexecutive officers that would have vested based on the closing price of our common stock of $3,334.34 on December31,2021issetforthinthe“OutstandingEquityAwardsat2021FiscalYear-End”table. 102