Notwithstanding the above, in the event of a Change in Control, all Performance Shares will fully vest immediately as of the Change in Control and will be considered fully earned and will be payable at target promptly as practicable following the Change in Control if the awards have not been assumed or replaced by a Substitute Award, as defined below. The Compensation and Talent Management Committee of the Board of Directors of Kellogg Company (the “Committee”) may adjust the Performance Shares earned to the extent the Currency-Neutral Comparable Operating Profit Growth and TSR relative to Index Group performance at that date exceeds the target specified in the Overview, but in no case will the Performance Shares earned be less than the target.