In the event of a Change in Control, the number of PSUs determined in accordance with Appendix A attached hereto shall become immediately vested on the earlier of (a) the Vesting Date set forth in Section 4 above or (b) the effective date of the termination of Participant’s Continuous Service if, within twenty-four (24) months following a Change in Control, Participant’s Continuous Service is terminated by (i) the Company or a Subsidiary without Cause or (ii) Participant for Good Reason.