The PSUs subject to this Performance Stock Unit Award vest based on the attainment of the Performance Criteria used for PSUs awarded to other non-CEO executive officers of the Company in 2017, provided you are employed with the Company from the Date of Grant through February 15, 2020.  Other than pursuant to the terms of the Change in Control Severance Agreement, if your employment terminates prior to the date the PSUs vest, all unvested PSUs shall be forfeited at the time of such termination.  In addition, if you fail to satisfy the applicable requirements of the Change in Control Severance Agreement (including the delivery of an irrevocable release), PSUs which would otherwise vest pursuant to the Change in Control Severance Agreement shall be forfeited.