Notwithstanding the foregoing and subject to Section 5 of the 2017 LTIP, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason on or after a Change in Control (whether prior to or on or after October 1, 2017) but prior to the second anniversary of such Change in Control, the Participant’s outstanding Performance Award will immediately become vested at the target level and such amount will be paid in cash to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such Participant’s Performance Award will immediately become vested and be paid in cash to the Participant as soon as practicable. This paragraph 4 shall supersede and replace Section 4(b)(viii) of the 2017 LTIP.