Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 5(a) as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Option shall immediately vest and become exercisable for the Number of Shares on the date of the Defined Termination, and the Participant’s Option shall no longer be subject to the vesting conditions set forth in Section 1(b) or Section 1(c).