In the event that a Change in Control occurs during the Performance Cycle, all of the PSUs subject to this Award will be cancelled in exchange for a cash payment equal to the value, determined as of the date of the CIC of (i) the number of PSUs earned, as determined pursuant to Section 3(a) , with respect to each completed Annual Performance Period plus (ii) the number of PSUs deemed to have been earned with respect to each current or future Annual Performance Period.  The number of PSUs deemed to have been earned for each incomplete Annual Performance Period will be determined by multiplying (x) one-third of the total number of PSUs subject to this Award by (ii) the greater of the percentage of achievement had the performance for such period been achieved at target or the percentage of achievement based on the actual performance for such period measured to the date of the Change in Control (or the closest date to the Change in Control as of which such performance may reasonably be determined).  Any amounts payable pursuant to this Section 2(d) shall be made in accordance with Section 9 of the Plan.