Upon the occurrence of the Change in Control, (i) such Restricted Stock Unit shall become fully vested, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to such Restricted Stock Unit granted shall lapse (but, the Participant's obligations under the Restrictive Covenants Agreement shall not lapse), and (iii) and any performance conditions imposed with respect to such Restricted Stock Unit shall be deemed to be achieved at target performance levels.