In the event of certain transactions during the Performance Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3.4 of the Plan or any applicable successor provision under the Plan. In the event of a Change of Control (i) prior to the first anniversary of the Grant Date, the Participant shall vest in that number of Restricted Stock Units determined pursuant to Section 1(b), assuming that the Company achieved a Performance Level that corresponds to a Target Award payout or (ii) after the first anniversary of the Grant Date (and before the third anniversary of the Grant Date), the Participant shall vest in that number of Restricted Stock Units determined pursuant to Section 1(b), assuming that the Company achieved a Performance Level that corresponds to the greater of (A) a Target Award payout or (B) a payout based on the Company’s actual Performance Level, taking into account performance through the latest date preceding the date of the Change of Control as to which performance can, as a practical matter, be determined (but not later than the end of the Performance Period). Restricted Stock Units that vest pursuant to this Section 6 shall be settled within 5 calendar days following the Change of Control; provided, however , that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change of Control unless the Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code and will instead be settled at such time as specified in Section 2.