If any Performance Units vest subsequent to any change in the number or character of the Common Stock of the Company (through any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‑up, spin‑off, combination, repurchase or exchange of shares, or otherwise), Participant shall be deemed to have earned upon such vesting the number of Performance Units, if any, which Participant would have earned if such Performance Units had vested prior to the event changing the number or character of the outstanding Common Stock. Notwithstanding the foregoing, in the event of a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act, then for purposes of the determination of the amount payable in accordance with Exhibit A , (i) the aggregate number and class of shares into which each outstanding share of Common Stock was converted pursuant to such Change in Control will be substituted for the number of Performance Units subject to this Award Agreement, and (ii) the Compensation Committee shall adjust the Ending Value to appropriately reflect the adjustment provided for in the preceding sentence.