If your Service terminates by reason of your Disability prior to the Scheduled Vesting Date, then the number of Units deemed earned and vested shall be determined as follows: (i) if your termination of Service due to Disability occurs before the last day of the Measurement Period, the Target Number of Units, prorated to reflect the portion of the Measurement Period that had passed prior to the date of the termination of your Service; and (ii) if your termination of Service due to Disability occurs on the last day of or after the conclusion of the Measurement Period, the number of Units will be determined in accordance with Section 4(a) and Annex A hereof based on the actual level of achievement of the performance goals set forth in Annex A . The Units earned and calculated as set forth above shall be fully vested as of the date of your termination of Service due to Disability.