Notwithstanding any contrary provision of the Plan, if there is a Change in Control during a Performance Cycle, all Awards payable for any Performance Cycle not yet completed shall be prorated based on target performance for the performance goals for each of those Performance Cycles. For Participants employed on the date of the Change in Control, the prorated amount shall be equal to the sum of : (a) the amount that would have been awarded for any complete Performance Cycle while the Participant was employed, and (b) the product of the amount (if any) that would have been awarded absent proration as determined using target performance of the performance goals for the Performance Cycle the Change in Control occurred multiplied by a fraction, the numerator of which is the number of months in such Performance Cycle up to the month of the Change in Control (including the month of the Change in Control) and the denominator of which is 36. For Participants who had become Disabled or had a Separation from Service due to Retirement or an Involuntary Separation from Service without Cause before the Change in Control, payments for those Performance Cycles that had not completed as of the Change in Control shall be prorated as provided in Section 4.2(a) above but the proration shall be based on target performance.