Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 6 or the transfer restrictions set forth in Section 8 hereof.  Notwithstanding any relevant provision in the written employment agreement between the Participant and the Company that provides for vesting of all equity awards in such a situation, t he exact number of Performance-Based RSUs that will vest and subsequently be delivered upon settlement will be calculated assuming maximum performance was achieved (i.e . , 200% of the Target Performance Award) .