In the event of a Change in Control, each Participant who has been awarded Restricted Stock pursuant to the LTIP before the closing of the Change in Control and who incurs a Qualifying Termination either in anticipation of the Change in Control or during the period beginning 30 days before the closing of the Change in Control and ending two years after the date of the closing of the Change in Control will receive a cash award equal to the dollar value of the award of Restricted Stock that would have been made under the LTIP to such Participant in the ordinary course of business within the 12-month period following the date of the Qualifying Termination, based on the Participant’s annual base pay as in effect on the date of closing of the Qualifying Termination. Payment of this cash award will be made as soon as administratively practicable on or after the date of the Qualifying Termination, but in no event later than 2-1/2 months after the end of the year in which the Qualifying Termination occurs.