Upon termination of the Participant’s service to the Company and its Affiliates, the Performance Units then held by the Participant shall terminate immediately; provided , that if the Participant’s service to the Company and its Affiliates is terminated at any time prior to the completion of the Performance Period (i) by reason of the Participant’s “ Disability ” or death, (ii) by the Company without “ Cause ” or (iii) by the Participant for “ Good Reason ” (each, as defined in the Employment Agreement, as in effect on the Date of Grant), the Performance Units shall remain outstanding through the completion of the Performance Period and shall vest in accordance with Section 5(a). If the Participant’s service to the Company and its Affiliates is terminated under the circumstances described in (i)-(iii) of this Section 5(c), either on, prior to or following a Change in Control, then, in each case, 100% of the Converted RSUs shall become Vested Units on the later to occur of the (x) date of such Change in Control and (y) termination date.