Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 4 as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Award shall immediately vest on the date of the Defined Termination, the RSU Payout Percentage shall be 100% and the Participant’s Award shall no longer be subject to the vesting conditions set forth in Section 1(b) or Section 1(c).