Change in Control. If a Change in Control occurs on or before the last day of the Performance Award Period while the Holder is employed with the Company and at the time of the Change in Control performance for either metric is above Target performance (or the higher of the two if Target has been hit for both), then the Forfeiture Restrictions shall lapse for that number of shares determined by interpolating performance between Target and Maximum, with the Forfeiture Restrictions lapsing on 0% of the Performance Units at Target Performance and the Forfeiture Restrictions lapsing on 100% of the Performance Units at Maximum performance.

Change in Control. If a Change in Control occurs on or before the last day of the Performance Award Period while the Holder is employed with the Company, all unvested Performance Units (assuming the Target achievement) shall automatically become 100% vested upon such Change in Control.