If a Change in Control of the Company (as defined in Section 10(c) below) occurs and Grantee’s employment is terminated by the Company or one of its subsidiaries or affiliates without Cause (as defined in Section 10(d) below) (other than for death or disability) or by Grantee for Good Reason (as defined in Section 10(e) below), in either case, within two years following the Change in Control, any and all unvested SARs shall immediately Vest in full.