In the event of the termination of Employee's employment with the Company (or any Affiliate thereof) prior to the end of the Performance Cycle due to the Employee's death, Disability or termination by the Company without cause, the Award will vest, in accordance with the following calculation. The number of Performance Units under the Award to be vested is determined by the number of active months of employment by the Employee during the Performance Cycle divided by 36 (which is the number of months in the “Performance Cycle” as set forth in Schedule A).