Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding, shall be deemed to have been satisfied based on assumed achievement at the 200% achievement level (“Deemed CIC Achievement”) and the Company shall pay to the Participant in full satisfaction of its obligations with respect thereto cash in an amount equal to the Payable Amount on the basis of such Deemed CIC Achievement within ten (10) days following the Change in Control of the Company.  Notwithstanding the immediately preceding sentence but, solely in the case of the Chief Executive Officer, subject to the fourth sentence of this Section 7.1, if in connection with the Change in Control of the Company, an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, then such Award shall become payable only if (A) the Participant’s Employment continues until the end of the Performance Period, in which case this Award will become fully payable at the end of the Performance Period, or (B) there is a Change in Control Termination before the end of the Performance Period, in which case this Award will become fully payable in connection with the Change in Control Termination.  In the case of either (A) or (B), the Company shall pay to the Participant, within ten (10) days following the period specified in (A) or the time specified in (B), as applicable, the Payable Amount on the basis of the Deemed CIC Achievement.  Solely in the case of the Chief Executive Officer, in the event of a Change in Control of the Company, notwithstanding anything in this Section 7.1 to the contrary, his Award shall become fully payable on, and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Chief Executive Officer within ten (10) days following, the later of the date on which the Chief Executive Officer becomes eligible for Retirement and a Change in Control of the Company.  The foregoing is intended to qualify such payment as a “short-term deferral” within the meaning of Section 1.409A-1(b)(4) of the Treasury regulations.  For the avoidance of doubt, if there is a Change in Control Termination before the end of the Performance Period and before the date on which the Chief Executive Officer becomes eligible for Retirement, then his Award will become fully payable in connection with the Change in Control Termination and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Chief Executive Officer within ten (10) days following such Change in Control Termination.