In the event of a Change in Control during a Performance Period, the Company shall make a lump sum payment to each Participant equal to a pro rata amount of any potential Incentive Compensation payable under any Award made to such Participant, calculated by multiplying the amount payable for the greater of (i) Target Achievement or (ii) actual achievement of the Performance Goal(s) through the date of the Change in Control as determined by the Committee in its sole discretion, in either case by the percentage of the Performance Period completed prior to the Change in Control. Such payment shall be made as soon as practicable following, and in all events within 30 days following such Change in Control. In the event of such a lump sum payment, no further Incentive Compensation shall be payable under any such Award.