If the Participant Retires (and incurs a Separation from Service) prior to any or all of the Payment Dates specified in 2.A, and the level of achievement of the Performance Objectives otherwise would result in a payment on any or all of such Payment Dates, the Performance Award shall be paid on each Payment Date as provided in Section 2.A (including that any payment to a Specified Employee upon a Separation from Service (including Retirement) shall only be paid after a six- (6-) month period following such Participants Separation from Service); provided, however, that any such payments will be prorated by multiplying the number of Performance Units that would be payable on the relevant Payment Date in accordance with Section 2.A and Exhibit A by a fraction, the numerator of which equals the number of full months from [January 1, 2021] until the date of the Separation of Service due to Retirement, and the denominator of which equals thirty-six (36) for any payment to be made on the First Payment Date, forty-eight (48) for any payment to be made on the Second Payment Date and sixty (60) for any payment to be made on the Final Payment Date.
Except as permitted by Section 409A (including Section 13.1(c) of the Plan), no payment shall be accelerated. If the Performance Award becomes payable under Section 13.1(c) of the Plan, payment will be at the target number of potential Performance Units.
3. Tax Matters and Withholding. To the extent permitted by applicable securities laws, the Company, the Participants employer or their
agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of Units to be delivered on the Payment Dates being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participants employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.
4. Priority of Agreements. In the event of a Change in Control (as such term is defined in the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Agreement. If Participant is party to an employment agreement with Cedar Fair, the change in control provisions of Section 4.2 of Participants employment agreement shall not apply to this Award and shall be superseded by this Agreement and Section 13.1(c) of the Plan. If Participant is party to an employment agreement with Cedar Fair, Section 6.1(f) of Participants employment agreement shall apply to this Award and shall govern and control over any conflicting term of this Agreement. Accordingly, if participant is entitled to payments under Section 6.1(f) of such employment agreement, then, subject to the release provisions of such employment agreement, Participant shall become fully vested in any payments under this Award that are scheduled to vest within the eighteen- (18-) month period following Participants date of termination, Participant shall receive payments on each such Payment Date as provided in this Agreement as if the Participant were employed by the Company on the relevant Payment Date and all such portions of this Award shall be paid or vest pursuant to the terms of this Agreement, but without regard to any continuing employment requirements or proration. Potential payments under this Award that are scheduled to vest (in whole or in part) after the eighteen- (18-) month period following Executives date of termination as described above under Section 6.1(f) of the employment agreement, shall vest and be paid only in accordance with the terms of this Award and the terms of the Plan.
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