In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “ Surviving Entity ”) may assume, convert or replace this Award with an award of at least equal value and terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace this Award, the Units will vest on the date of the Change in Control, as described below.