Vesting of a Performance Share will be accelerated upon a Participant’s separation from service with an Employer following the Effective Time (i) due to such Participant’s death or Disability, (ii) by the Company without Cause, or (iii) by such Participant for Good Reason. Any performance-based vesting conditions relating to a Performance Share shall automatically terminate at the Effective Time. Except as specifically provided in this Section 5(c), the vesting provisions of Sections 3(a) and 3(b) shall continue to apply to a Performance Shares at and after the Effective Time.