Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control , the Option, if outstanding, shall vest and become exercisable in full, except to the extent that another award meeting the requirements of this Section   8 is provided to Participant to replace the Option (any award meeting the requirements of this Section   8 , a “ Replacement Award ”) .   An award shall meet the conditions of this Section   8 (and hence qualify as a Replacement Award) if: ( a )   it is a stock option or stock appreciation right in respect of publicly traded equity securities of NBHC or the surviving corporation or the ultimate parent of the applicable entity   following the Change in Control, ( b )   it has a value at least equal to the value of the   Option as of the date of the Change in Control (other than in respect of customary fractional rounding of share amounts and exercise price), ( c )   it contains terms relating to vesting and exercisability (including with respect to Termination of Employment ) that are substantially identical to those of th e   Option, and ( d )   its other terms and conditions are not less favorable to Participant than the terms and conditions of the   Option (including provisions that apply in the event of a subsequent Change in Control) as of the date of the Change in Control.   Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the   Option if the requirements of the preceding sentence are satisfied.   The determination of whether the conditions of this Section   8   are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.