Effective upon a Change in Control (as defined in the Plan, provided, however, that for purposes of this Agreement, such definition shall exclude the change in control of the Company that will occur as of the Company’s 2015 annual meeting of stockholders), if the Grantee is employed by the Company or an Affiliate immediately prior to the date of such Change in Control, then the shares of Restricted Stock set forth in Section 2(a) and the number of shares of Restricted Stock earned pursuant to Section 2(b) based on the Average Share Price meeting or exceeding the applicable Share Price Targets will fully vest and the restrictions imposed upon such shares of Restricted Stock by Section 2 will be immediately deemed to have lapsed, but, with respect to shares of Restricted Stock described in Section 2(b), only if and to the extent that earned based on the Average Share Price meeting or exceeding the applicable Share Price Targets on or prior to the date of such Change in Control.