In the event that a Change in Control occurs during the Performance Cycle, all outstanding PSUs shall be canceled in exchange for a payment equal to the greater of the amount that would have been payable in respect to such Award (a) had the performance with respect thereto been achieved at target or (b) based on the actual performance to the date of the Change in Control (or the closest date to the Change in Control as of which such performance may reasonably be determined).  Any amounts payable shall be made in accordance with Section 9 of the Plan.