Upon the occurrence of a Change in Control, the applicable Performance Period which contains the date of the Change in Control shall end, and the Committee shall determine the achievement of the Performance Goal in compliance with Section 4.1.  Any remaining forfeiture restrictions on the Performance Shares for that Performance Period shall lapse on the date of the Committee’s determination, and the Company shall promptly issue the Shares to the Participant.  In addition, all previously credited shares within outstanding Restriction Periods shall be released to the Participant. All remaining Performance Shares for any future Performance Period(s) remaining in the Award Period shall be forfeited.