In the event of a Change in Control, as that term is defined under Section 11 of the Plan, prior to the end of any Restriction Period of the Award, to the extent the successor company (or a subsidiary or parent thereof) does not assume or provide a substitute for the Award on substantially the same terms and conditions, the Award shall become unrestricted and fully vested and the Units that become so vested shall be distributed pursuant to Section 3 on the regularly scheduled Payment Dates. To the extent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the Award on substantially the same terms and conditions, the existing vesting schedule will continue to apply, provided , however , that, if within 24 months following the date of a Change in Control, the Employee’s employment with the Company is terminated without Cause or due to Normal Retirement, Early Retirement, Disability under the Company’s or one of its subsidiaries’ retirement or disability plans, or death, the Award shall become unrestricted and fully vested and distributed (x) pursuant to Section 3 on the regularly scheduled Payment Dates or (y) in the case of the termination of the Employee’s employment with the Company due to death, within 60 days following the date of the Employee’s death to the beneficiary designated by the Employee (or if the Employee has not designated a beneficiary, to the representative of the Employee’s estate).