Notwithstanding anything to the contrary contained in any employment agreement, severance agreement or Change in Control agreement between the Company and the Employee, if a Change in Control of the Company occurs prior to the Maturity Date and while the Employee is in the employ of the Company, then the continued employment requirement for the Employee shall cease to apply and the Share Payout as a Percentage of Target Award for the PSUs shall be determined in accordance with Section 2 above adjusted pro rata to reflect partial fiscal year, if necessary; provided, however , that the achievement of the Profit Requirement shall be determined by reference to the Company’s achievement of the Profit Requirement as the close of the fiscal year quarter occurring on or immediately before the Change in Control and any Share Payout shall be made in a single payment of shares of Stock (subject to applicable tax withholding) no earlier than the date of the Change in Control and no later than ten (10) calendar days after the date of the Change in Control.