Units and Additional Units shall be based on the satisfaction of the Percentile Ranking for the Measurement Period as set forth in Section 2 as if the Participant had remained employed through the last day of the Measurement Period.
4. Change of Control. If the Participant remains in the continuous employ of the Company from the Grant Date until the date on which a Change of Control occurs, then, upon the Change of Control, the Participant shall vest in the number of Units and Additional Units that would have vested under Section 2 calculated as if the Measurement Period ended on the date of the Change of Control.
5. Settlement of Awards. Subject to Section 6 below, vested Units and vested Additional Units shall be settled as soon as practicable upon vesting and in no event later than March 15 of the year following the year in which the applicable Units vested, provided that in the event that the Units and Additional Units vest upon a Change of Control under Section 4, the Units and Additional Units shall be settled as soon as practicable following the Change in Control but in no event later than ninety days following the Change of Control. So long as the Company remains publicly traded on a recognized exchange in North America, settlement shall be in the form of Shares or, if so approved by the Committee, in cash of equivalent value. If the Company is no longer publicly traded on a recognized exchange in North America, settlement shall be in cash or equivalent value.
6. Termination of Units.
(a) Generally. Except as provided in Section 3, upon the termination of the Participants employment with the Company for any reason before the last day of the Measurement Period, all outstanding, unvested Units and outstanding, unvested Additional Units shall be immediately cancelled for no consideration. Units and corresponding Additional Units that do not become vested in accordance with Section 2 shall be cancelled for no consideration on the last day of the Measurement Period.
(b) Settlement Following Termination. For avoidance of doubt, following the Participants termination of employment with the Company, the Participant still shall be entitled to receive payment as set forth in Section 5 above for any Units and Additional Units that become vested as provided in this Award Agreement on or before the termination of the Participants employment with the Company.
7. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to the Units and any Additional Units issued hereunder until Shares are delivered to the Participant upon settlement of vested Units and vested Additional Units.
8. Definitions. For purposes of this Award Agreement, the terms Cause, Company TSR, Covered Termination, Measurement Period, Peer Group, Peer Group TSR and Percentile Ranking shall have the following meanings:
(a) Cause shall mean, if the Participant is a party to an Employment Agreement and the Employment Agreement provides for a definition of Cause (or substantially similar term), the definition contained therein. If no Employment Agreement exists, or if such Employment Agreement exists but Cause (or substantially similar term) is not defined therein, then Cause shall mean as defined in the Plan.