In the event of a Change in Control pursuant to which the Award is not effectively assumed by the surviving or acquiring corporation in a Change in Control (with appropriate adjustments to the number and kinds of shares, in each case, that preserve the material terms and conditions of the Award as in effect immediately prior to the Change in Control), the portion of the Award that was not vested immediately prior to such Change in Control shall be 100% vested upon such Change in Control and shall be payable within thirty (30) days following the Change in Control to the extent permitted under Section 409A of the Code and, if not permitted, such Award shall be payable in accordance with the vesting schedule otherwise set forth in this Section 3 .