In the event that a Change in Control (as defined in the Plan) occurs prior to the lapsing of the forfeiture restrictions with respect to any portion of the shares of Restricted Stock awarded hereunder, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Company’s actual performance in respect of the Performance Measurements for the period from the date of this Agreement through the date the Compensation Committee makes such determination, the number of shares of Restricted Stock for which the forfeiture restrictions would be expected to lapse for the Performance Periods that are not yet completed at such time as the Compensation Committee makes its determination and the forfeiture restrictions with respect to such number of shares of Restricted Stock shall, immediately prior to the consummation of such Change in Control, lapse without regard to whether the Performance Measurements with respect to such shares of Restricted Stock will thereafter be achieved.