last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of shares of the Companys Common Stock earned by the Grantee, and all other matters related to this Section 3 shall be made by the Committee in its sole discretion.
3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (2½) months following the end of the Performance Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Companys Common Stock that the Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the Earned Shares), (b) the Company shall issue or cause to be issued in the name of the Grantee the number of shares of the Companys Common Stock equal to the number of Earned Shares, if any, and (c) the Company shall enter the Grantees name on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committees written certification (the Certification Date). Such written certification of the Committee shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.
3.3 Except as provided in Section 4 or 5 of this Agreement, if the Grantees Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantees right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.
4. Termination of Continuous Service Due to Death or Disability. Notwithstanding any provision of this Agreement to the contrary, if the Grantees Continuous Service terminates during the Performance Period as a result of the Grantees death or Disability, the Grantee will be issued a pro rata portion of the Earned Shares otherwise issuable pursuant to Section 3 hereof, with such pro rata portion calculated by multiplying the number of Earned Shares that would have been issued had the Grantees Continuous Service not terminated during the Performance Period by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. Such pro rata portion of the Earned Shares shall be issued in accordance with the timing specified in Section 3.2 hereof.
5. Effect of Change in Control. If there is a Change in Control of the Company during the Performance Period, then the Award shall be issuable at the Target Award level on the effective date of the Change in Control and shall be issued no later than five (5) days following such Change in Control.
6. Transferability. The Award and any rights relating thereto may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than in accordance with the terms of the Plan.
7. Rights as Shareholder. Prior to the issuance of any Earned Shares on the Certification Date, the Grantee shall not have any rights of a shareholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue dividends or