If the Participant experiences a Termination by the Company without Cause or a Termination by the Participant for Good Reason, in either case, within 2 months prior to, or 24 months after, a Change in Control, then all unvested Time-Based RSUs, and the number of Target PBRSUs equal to the total Target PBRSUs multiplied by a factor where the factor equals 1/3 multiplied by the number of scheduled PBRSU vesting dates that has not occurred as of the Termination, will vest immediately on the later of (i) date of the Change in Control, and (ii) the Termination; provided, if a Change in Control occurs and the Company’s successor or an affiliate thereof does not agree to assume this Agreement, or to substitute an equivalent award or right for this Agreement, and Participant does not voluntarily resign for any reason other than Good Reason without continuing with the Company’s successor or an affiliate thereof, then any acceleration of vesting that would otherwise occur upon Participant’s Termination on or after a Change in Control shall occur immediately prior to, and contingent upon, the consummation of such Change in Control.  Any such vested RSUs shall be paid as provided in Section 4 and any transfer restrictions applicable to any Shares previously issued upon vesting of Performance-Based RSUs or issued pursuant to this Section 3(c) shall immediately lapse upon the Change in Control .