Notwithstanding anything to the contrary in this Agreement, any outstanding unvested shares awarded to Executive under Section 2(c)(iii) of this Agreement, shall, without further action of any kind by the Company or the Executive, become vested at the target level, upon the consummation of a “ Change in Control ,” which, for purposes of this Agreement in all respects, is defined in the Company’s Amended and Restated 2008 Incentive Award Plan.