Notwithstanding the foregoing, in the event of a Change in Control (as defined in the Plan) of the Company, the Performance Period shall be deemed to end as of the effective date of the Change in Control and the Performance Shares shall be earned based upon the Company’s Total Shareholder Return as compared to the members of the TSR Peer Group as of the effective date of the Change in Control; provided that the minimum number of Shares earned in connection with a Change in Control will not be less than the Target Number of  Performance Shares established hereunder.