Upon a Change in Control (as defined in the 2018 Plan), this Performance Award shall be subject to Section 9 of the 2018 Plan. If a Change in Control occurs and the Participant receives a “Replacement Award” (as defined in the 2018 Plan) in respect of this award, then, (A) if such Change in Control occurs on or following the date on which the Committee has determined the number of Eligible Shares in respect of the Measurement Period, any Eligible Shares as of the Change in Control date will be treated in accordance with the provisions of Section 9(a)(iv) of the 2018 Plan, and (B) if such Change in Control occurs prior to the date on which the Committee has determined the number of Eligible Shares in respect of the Measurement Period, then the Performance Shares shall be deemed earned at “target” level, and the number of Eligible Shares that results from such determination with be converted to time-based awards and will be treated in accordance with the provisions of Section 9(a)(iv) of the 2018 Plan. The determination as to whether an award is a “Replacement Award” shall be made by the Committee, in good faith, taking into account such factors as it deems appropriate, including the feasibility of continuing the applicable Performance Goals or Performance Goals based on the resulting entity in the applicable Change in Control.